NSW Business and Companies
This bundle includes guides from the following two publications.
Recent updates can be viewed on Obiter - our News & Updates site.
NSW Business and Franchise
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
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
Guides in this publication
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“ Contents Overview2 ”
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“ New South Wales A full commentary on the law and practice as it currently applies to the sale of a business/franchise. ”
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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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“ Contents ”
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“ Subscribers to our Companies, Trusts, Partnerships and Superannuation product, and LEAP Office users, will be acquainted with the content written by Greg Vale, a By Lawyers author. Following the Bamford decision Greg circulated a letter to his clients, which is reproduced below for your ... ”
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“ Australian Competition and Consumer Commission (ACCC) Australian Securities and Investment Commission ”
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“ Business and Franchise Companies, Trusts, Partnerships and Superannuation ”
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“ The variety of businesses that might be the subject of instructions on their sale is vast. The incidents of each sale vary enormously. To some the lease of the premises is vital to secure the retailing location to others it is irrelevant. To some the agreements with suppliers are vital with others ... ”
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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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“ Consideration of the tax payable by a vendor is an essential task that must be undertaken prior to the sale of any business assets. The planning may well result in the decision that the business should not be sold at all but rather the purchaser should be required to acquire the entity that owns ... ”
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“ GST property tool The obligation to remit (pay) GST belongs to the vendor. ”
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“ Unlike real property, there are no disclosure requirements except in relation to the assignment of a retail lease. In order to achieve a successful sale it is therefore important to anticipate the concerns of the purchaser and to provide all relevant information. The Law Society contract lists ... ”
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“ The essential difference between an agreement and a deed is that of consideration. An agreement must have consideration moving between the parties. It usually involves a promise made for a promise - for example, I will transfer ownership of this horse to you in return for payment of $1,000. ”
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“ Uses uniform terms and conditions, with all additions and variations made in the transaction summary. Suitable for use in most business sales in any state or territory. ”
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“ Apportionment of the sale price It is important to structure the sale of business agreement with an apportionment of the sale price to the actual assets transferred. Namely, it is not only desirable to have an identification of the actual assets being conveyed but also it is important to have an ... ”
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“ Motor vehicles including any registered plant such as graders, bobcats and trucks are best dealt with in a separate special condition with values attached. A special condition is in the library. The contract can then be stamped by the purchaser for the consideration excluding the registered ... ”
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“ The transfer of a liquor licence can be quite complex. Probably the most sensible place to start would be the NSW Office of Liquor, Gaming and Racing. Download the forms required to transfer the licence and some fact sheets to pass on to your client. ”
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“ An internet service provider is a business organization that provides access to the internet including email and web site hosting. A website is hosted on a computer system known as a web server. Each website has an IP address (internet protocol address), for example 101.178.697.345. This is the ... ”
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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 considering the various issues concerning transferring employees, it is important to recognise that where the vendor is a company and the directors worked in the business are will be employed by the purchaser, they will be treated as transferring employees with all of the same rights and ... ”
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“ Although business names are not strictly ‘intellectual property’ in the sense that trademarks are, it is clear that they can have substantial value, as in ‘Myer’, ‘McDonald’s’ and so on. Every business name must be registered with ASIC unless the proprietor is trading under their own name. For ... ”
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“ As far as time for completion is concerned, the contract stipulates a completion date, which is not of the essence and provides for a notice to complete. If time is essential, for instance just before Christmas trade, then a special condition is required and one is found in the library of special ... ”
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“ The transfer of a liquor licence can be quite complex. Probably the most sensible place to start would be the NSW Office of Liquor and Gaming. The relevant forms are found in the matter plan. ”
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“ Transfer registration of motor vehicles Transfer software licences and domain names ”
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