VIC Conveyancing, Supreme Court Civil and Companies
This bundle includes guides from the following three publications.
Recent updates can be viewed on Obiter - our News & Updates site.
Conveyancing VIC
A complete matter-management solution allowing conveyancers and support staff to run a busy conveyancing practice. Each step in the transaction is set out in sequential order with easy access to all required precedents and a simple but comprehensive commentary. Includes the By Lawyers Contract of Sale of Land.
Commentary covers all issues that arise regularly and more complex issues that arise from time to time. The publication includes our reference manuals 1001 Conveyancing Answers, 101 Section 32 Answers and 101 Section 27 Answers.
Popular precedents include:
- Contract of sale of land – By Lawyers
- Letter to council with outstanding rates and notice of acquisition
- Letter to water authority with outstanding rates and notice of acquisition
- Initial letter to purchaser
- Letter to vendor's solicitor with adjustments
- Letter to vendor enclosing transfer and goods declaration
- Direction to pay to purchaser's solicitor
- Letter to purchaser after settlement
- General advice to purchaser
- Letter to discharging mortgagee requesting discharge
- Contract of Sale of Real Estate
Supreme Court Civil VIC
This comprehensive and easy to follow publication provides commentary and precedents for the conduct of Supreme Court proceedings when acting for either a plaintiff or defendant and includes a supplementary enforcement guide, demonstrating the use of precedents guide and 101 subpoena answers reference manual.
From letters of demand and offers of compromise to final hearing, appeals and enforcement, this publication provides focused and practical guidance on procedure and documents and is a must-have for all lawyers acting for clients in the Supreme Court.
Popular precedents provided with this guide include:
- Library of letters of demand and example response to letter of demand
- Example offer of compromise and Calderbank offer
- Library of example consent orders
- Example content for seeking injunctive relief
- Example terms of settlement
- Example deeds of release
- Library of events for initiating application
- Example defence
- Example content for substituted service, and amending initiating application
- Example content for interlocutory steps including cross claim, defence to cross claim, summary judgment, summary dismissal, consolidation, security for costs, default judgment, and notice of discontinuance – content for both application and affidavits in support
- Example interrogatories, and content for setting aside subpoenas and notices to produce
- Example letter instructing expert witness and enclosing Expert Witness Code of Conduct
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.
Recent updates can be viewed on Obiter - our News & Updates site.
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
Guides in this publication
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SALE OF REAL PROPERTY (VIC)
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PURCHASE OF REAL PROPERTY (VIC)
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1001 Conveyancing Answers (VIC)
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101 Section 32 Answers (VIC)
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101 Section 27 Answers (VIC)
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ACTING FOR THE PLAINTIFF - SUPREME COURT (VIC)
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ACTING FOR THE DEFENDANT - SUPREME COURT (VIC)
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ENFORCEMENT (VIC)
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101 Subpoena Answers
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Demonstrating the use of precedents
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Business structures and the comparative table
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COMPANIES
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TRUSTS
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PARTNERSHIPS
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JOINT VENTURES
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SELF MANAGED SUPERANNUATION FUNDS
MATTER PLAN
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“ Commentaries ”
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“ ATO website - Partnerships GSTR 2004/2 - ATO Ruling re Joint Ventures for GST purposes ”
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“ Companies Trusts ”
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“ This publication is designed to assist with the set-up of a new business structure, the acquisition of an existing structure and the change from one structure to another by covering the essential elements, advantages and disadvantages of each possible structure in relation to income tax, capital ... ”
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“ The following table considers: The status of each structure in relation to income tax, capital gains tax and land tax. ”
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“ A sole proprietorship, most often known as a sole trader, is the simplest structure. Its key feature is that the business has no separate legal existence from its owner. It is owned and run by one individual who is responsible for all debts and liabilities of the business. A sole trader does not ... ”
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“ A partnership is the relationship between persons carrying on a business in common, with a view to making a profit. A minimum of two partners is required to form a partnership: s 1 Partnership Act 1892. The maximum number of partners allowed by law is 20, s 115 Corporations Act 2001, unless the ... ”
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“ Unlike partnerships and sole traders, a company is a legal entity separate from its shareholder owners. There are four types of companies: a company limited by shares; ”
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“ A joint venture is a commercial relationship between two or more entities for the purposes of a particular undertaking, with a view to realising mutual commercial gain. Joint ventures are usually established for a specific purpose. ”
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“ A trading trust is a business structure where the trustee holds property, incurs liabilities, earns income and distributes it on behalf of the beneficiaries of the trust. The trustee is personally liable unless otherwise agreed with the transaction’s counter party. The trust deed normally provides ... ”
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“ Associations are not normally considered to be business structures as they generally serve the purpose of providing protection to a committee and members of a group usually conducting a 'not-for-profit' activity. Unincorporated associations ”
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“ The principal way in which tax is minimised is by the 'splitting' of income by having the flexibility to divert income to the lowest tax rate entity. Therefore a sole trader and a partnership of individuals rate poorly in the table. The current income tax rate for companies and base rate entities ... ”
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“ Taxable capital gains are added to the total taxable income of the taxable entity for the income year in which the capital gains tax event occurred and the marginal rate of tax is then applied. The taxation of capital gains is however preferential to that of ordinary income because of the ... ”
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“ Land tax in New South Wales Land tax is an annual tax calculated on the total value of taxable land above the land tax-free threshold, which is currently $692,000. ”
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“ The sole trader fairs badly in that they are liable to the full extent of their assets. The partnership is in even worse shape in that it is possible to be liable for debts incurred by a partner without the knowledge or authority of the other partners. ”
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“ Most clients seek to minimise their tax liability, provide for the protection of their assets and also retain full control of their affairs. The sole trader has full control but as seen above has no opportunity to split income and is exposed to creditors to the full extent of their assets. ... ”
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“ The set-up costs for a sole trader are minimal and this structure also has the lowest running costs. In addition, the principal is not an employee of the business and therefore compulsory employee superannuation contributions, payroll tax and workers compensation do not apply. Partnerships usually ... ”
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“ Each structure is given a flexibility score from the least flexible to the most flexible. All have wide choices when it comes to investments and all have wide general powers. Superannuation funds are limited by their restricted ability to borrow, by their inability to run a business and by their ... ”
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“ Division 152 of the Income Tax Assessment Act 1997 brings together all of the small business capital gains tax reliefs into the one area with a common set of eligibility criteria. The importance of structuring the ownership of assets to qualify for these concessions cannot be over emphasised as ... ”
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“ In the event that a family trust incurs losses then it will be prudent to seek appropriate advice on whether or not they can be carried forward and whether or not a family trust election needs to be made. The consideration of the complex rules involved are outside the scope of this commentary but ... ”
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“ Many clients believe that they have protected a trading name by registering a company name or even by registering a business name or domain name. This is not the case. A business name is merely a name under which a business operates. The purpose of registration is to allow ASIC to maintain a ... ”
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“ New South Wales – Duty on land rich companies and trusts The duty on the transfer of shares and units was generally abolished back in 2016. However for land rich companies and trusts the duty is still payable on these transactions. ”
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“ Example 1 – Tax advantages of a vendor selling shares Tax advantages of a vendor selling shares in the company rather than the company selling the business ”
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“ A joint venture is a commercial relationship between two or more entities for the purposes of a particular undertaking or endeavour, with a view to realising mutual commercial gain. A joint venture can be formed for a fixed or ongoing period and may be set up for a single specific purpose or less ... ”
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“ Contractual joint ventures The entire terms of engagement between the participants are contained in an agreement unaffected by legislation. Bearing in mind however that the normal laws of contract apply and that the contract may be partly oral and partly implied. ”
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“ Contractual joint ventures The joint venture agreement and the joint venture relationship need to avoid being treated as a partnership, with resultant tax and other consequences. ”
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“ The critical issue when establishing a joint venture is to ensure that the joint venture agreement or the constitution and shareholders agreement for any incorporated joint venture express all the necessary features of a joint venture agreement as opposed to a partnership. Further, because the ... ”
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“ Clients entering into a joint venture arrangement should seek taxation and accounting advice. Contractual joint ventures can plan their taxation separately; as individuals they are free to claim their own separate tax deductions and make separate tax elections. ”
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“ Joint ventures are not partnerships under law, for example, the New South Wales Partnerships Act 1892, defines partnerships as being between ‘persons’, with particular consequences at law. A partnership is an entity, a joint venture is not. Often, the joint venture agreement will contain an express ... ”
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“ There are many different structures for joint venture property developments. Examples include: A property owner who engages a builder to build a duplex on the basis the builder and the owner will each receive a unit by partition on completion. The builder may use an investment holding entity to own ... ”
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“ Control of a contractual joint venture is often vested in an operating committee that is appointed by the terms of the joint venture agreement. In the case of an incorporated joint venture, control is usually vested in the board of directors of the joint venture company and regulated by the ... ”
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“ Dispute resolution procedures should be covered in detail in the joint venture agreement, or shareholders agreement for incorporated joint ventures. The nature of joint ventures can give rise to the perception that joint venture participants have greater freedom to act in their own best interests, ... ”
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“ If dispute resolution fails, the parties to the joint venture can proceed to litigation. Such litigation is inevitably lengthy, expensive and carries some risks, including for contractual joint ventures, the risk of being found to be a partnership. In addition to the provisions of the shareholders’ ... ”
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“ Fiduciary duties are imposed in relationships where trust and confidence are likely to be reposed in one of the parties to the relationship. Fiduciary duties require parties to act in each other’s best interests: Hospital Products Ltd v United States Surgical Corporation [1984] HCA 64. Fiduciary ... ”
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“ A joint venture participant may wish to withdraw from the venture to avoid future financial obligations. The ability to withdraw from a joint venture will depend heavily upon the terms of the joint venture agreement and the structure of the joint venture. Consequences for withdrawal from mining ... ”
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“ The joint venture agreement should set out the mechanism by which a participant can assign its interest to a third party, however the right of assignment is commonly restricted by rights of pre-emption for the remaining participants. Pre-emption rights ”
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“ As a joint venture requires more than one party at all times, in circumstances where only one remains, the joint venture will automatically terminate and its affairs will need to be wound up. It is uncommon for a joint venture to automatically come to an end at the expiration of a fixed term set ... ”
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“ Joint ventures can be useful, effective, even powerful arrangements to facilitate two or more parties carrying out a specific business project or objective, while each retaining maximum independence. The By Lawyers precedents provided in the matter plan, together with the By Lawyers Retainer ... ”
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