Business, Companies and Employment Law
This bundle includes guides from the following three publications.
Recent updates can be viewed at Obiter - News & Updates, via the link above.
The Sale and Purchase of Business and Franchise publications seek to assist the practitioner to successfully navigate the complex process that is business conveyancing.
The commentaries set out the tax consequences of sale price apportionment and explain the tax treatment of stock, long service leave and other employee entitlements, the status of the premises and many other important issues.
The many precedents include the By Lawyers Uniform Contract for Sale of Business which covers all aspects of the transaction from pre-exchange vendor warranties and purchaser guarantees, by shareholders where applicable, to completion, the effective release of PPSR security interests, the transfer of business assets including copyright works, trade marks, supplier contracts and the ASIC requirements for the transfer of the business name. The contract also customises the competition restraints so they are enforceable, binds the key people and deals with confidential information and non?solicitation of staff and customers.
The comprehensive matter plan is an effective risk management tool, assisting practitioners to work though the matter ensuring the necessary steps of a typical matter are considered as required.
The Business Structures and the Comparative Table commentary usefully compares the various business structures. This is particularly useful when advising purchasers.
The Franchises commentary is a comprehensive manual on franchise agreements.
Recent updates can be viewed on Obiter - our News & Updates site.
Popular precedents in this publication include:
- By Lawyers Uniform Contract for Sale of Business
- Retainer instructions
- Library of 24 special conditions
- Library of 19 other contracts, licences and agreements
- Settlement adjustment sheet
- Client Enclosure - Summary of relevant considerations
2. Companies, Trusts, Partnerships and Superannuation
This valuable publication provides a simple guide to companies, trusts, partnerships, joint ventures and superannuation, with all commonly required documents, allowing you to advise and service your clients with confidence.
Superannuation is explained simply and comprehensively, and is accompanied by a full suite of precedents, including everything needed to set-up, run and amend a self managed superannuation fund.
The commentary provides a tax and succession planning overview sufficient for most circumstances found in general practice.
Some of the most popular precedents included in this publication:
- Comparative table of business structures
- Limited recourse borrowing documentation
- Company constitution
- Company resolution
- Shareholder agreement (long and short forms)
- Agreement for sale of shares
- SMSF trust deed and rules
- Binding death benefit nomination
- Unit trust
- Discretionary trust deed
- Hybrid trust
- Joint venture agreement
- Partnership agreement
- Put and Call option
- Charitable trust
This comprehensive and easy to follow guide provides a full overview of employment law, allowing you to confidently advise your clients on the operation of the system and their options.
All commonly required contracts, precedents and documentation are included.
The commentary includes:
- The differences between employees and contractors
- Performance Management and termination
- Redundancy
- Restraints of trade
Precedents include:
- Various employment agreements including individual, executive and casual
- Various non-employment agreements including contractor agreements and service agreements
- Various disciplinary related precedents including letter of warning to employee and letter of suspension
- Various unfair dismissal precedents – acting for employer and employee
- Deed of settlement – Redundancy
Guides in this publication
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“ Commentaries ”
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“ Australian Competition and Consumer Commission Australian Securities and Investment Commission ”
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“ Companies, Trusts, Partnerships and Superannuation Personal Property Securities ”
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“ Before considering the requirements for the sale of a business, it is critical to understand the structure in which the business is held and the tax consequences of the intended transaction. If the business is owned by a company or trust, consideration should be given to the different tax outcomes ... ”
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“ Taking good instructions When receiving instructions from the client, the use of the precedent Retainer Instructions is a very useful risk management tool. It prevents overlooking important issues and records instructions which cannot be contradicted later. ”
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“ There is an opportunity to save your clients money by structuring the sale of the business in the most tax advantageous manner. This opportunity arises because of the possibility of different rates of tax. The rates of tax payable differ depending on the nature of the asset – whether the asset is a ... ”
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“ Goods and services tax may or may not apply to the sale of a business. The contract needs to deal with it either way. Any obligation to pay GST belongs to the vendor. ”
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“ The choice of business structure has a dramatic outcome on the ultimate tax payable on the sale of the business. See Business structures – Comparative table in the matter plan for more information. ”
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“ Section 52 Section 52 of the Estate Agents Act 1980 demands a disclosure statement when a small business is sold, similar to the compulsory disclosure on a sale of real property, or on the creation or transfer of a retail lease. The form of this statement is specified in Schedule 1 to the Estate ... ”
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“ Features Uses uniform terms and conditions, with all additions and variations are made in the transaction summary. ”
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“ Apportionment of the sale price depreciation It is customary, but not necessary, for the contract to show an apportionment of the sale price between the various assets that make up the business. Normally, the apportionment will be confined to identifying the part of the price attributed to plant ... ”
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“ Although there is no stamp duty on business sales, duty is payable on the transfer of motor vehicles even if as part of a business sale. Duty is payable on the sale price or market value whichever is the greater: Transfer & motor vehicle duty fees. ”
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“ The transfer of a liquor licence can be quite complex. Probably the most sensible place to start is the Department of Justice or the Liquor Control Reform Act 1998. The relevant forms are found in the matter plan. Further information may be found at Consumer Affairs Victoria. It must be said that ... ”
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“ When purchasing or selling a business which has a website, domain name or email, it is important to contact the internet service provider to advise them of the sale and the new owners’ details. They will assist in arranging for the transfer of the domain name registration. The worldwide Domain Name ... ”
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“ The objective as always is to incur the minimum tax liability arising from the sale. The tax rates applicable to the proceeds of sale depend on whether the asset sold is a revenue asset or a capital asset. Revenue assets are generally stock, and plant and equipment. Any taxable gain is taxed at the ... ”
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“ When an employer buys or sells a business, the sale may affect the employment and entitlements of employees that are already working for the business. The transfer of business provisions of Part 2-8 of the Fair Work Act 2009 deal with situations where a business is transferred from one employer to ... ”
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“ Although business names are not strictly ‘intellectual property’ in the sense that trade marks are, it is clear that they can have substantial value. Every business name must be registered with ASIC unless the proprietor is trading under their own name. For example, a proprietor named Daniel Smith ... ”
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“ The transfer of a liquor licence can be quite complex. Probably the most sensible place to start is the Department of Justice or the Liquor Control Reform Act 1998. The relevant forms are found in the matter plan. Further information may be found at Consumer Affairs Victoria. It must be said that ... ”
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“ and finalisation The purchaser will require the following relevant matters to be attended to. ”
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“ Transfer registration of motor vehicles Transfer software licences and domain names ”
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