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General Commercial

D’Angelo Legal is experienced in providing practical, yet commercially orientated advice, on a wide range of Commercial Law matters, including but not limited to:

  • Purchasing and selling a business
  • Debt Recovery
  • Company Incorporation
  • Statutory Demands
  • Bankruptcy and Insolvency
  • Contract Law
  • Trusts
  • Partnership/ Shareholder/ Buy-Sell Agreements
  • Establishment of a Joint Venture
  • Establishing a New Business
  • Franchise Agreements and

Purchasing and selling a business

Purchasing a business is a major transaction with many factors to consider. Starting your own business can bring significant benefits and generate a sense of achievement. However it can involve a great degree of risk. To minimise the risk, a number of areas should be thoroughly investigated, researched and reviewed (or what is known as conducting a due diligence). Some of these areas include for example:

  • What legal entity you wish to purchase the business with;
  • The various laws and regulations applicable to your particular business (such as consumer law and employment law);
  • To determine why the vendor is selling the business;
  • Liaise with local councils and authorities to determine potential developments to the area;
  • The certificate of title being purchased (if applicable);
  • Valuing goodwill and obtaining independent accounting and finical advice;
  • Consideration of the current lease term (if applicable);
  • Review existing contracts in place such as trade accounts, service accounts or managements accounts;
  • Business name and trademarks registration;
  • Insurance;
  • Taxation implications;
  • Any licences your may require;
  • Review current employment contracts and determine whether you intend on carrying on current employees; and
  • Review potential restraint of trades or restrictions (if necessary).

To ensure a stress free transaction, contact D’Angelo Legal to make an appointment to discuss any matters regarding the selling or purchasing of a business. We can assist you with the entire sale or purchase process from start to finish or specific areas only relating to the sale or purchase of the business.

Debt Recovery

The need for debt recovery is an all too common occurrence. At D’Angelo Legal we understand our clients’ need for expedient and professional legal action in such matters in a cost effective manner.

D’Angelo Legal’s role in debt recovery includes:

  • Issuing letters of demand;
  • Negotiations;
  • Commencing and conducting legal proceedings;
  • Issuing bankruptcy notices and creditor petitions (if required); and
  • Issuing statutory demands.

Company Incorporation

For a company to be incorporated in Australia the company is required to be registered with the Australian Securities and Investment Commission (“ASIC”). A number of steps need to be undertaken before registering a company including:

  • deciding on an appropriate business structure;
  • obtaining the appropriate legal and financial advice;
  • choosing a company name;
  • determining whether the company will operate under replaceable rules or constitution; and
  • obtaining relevant consents.

It is recommended that legal advice should be sought to ensure that the chosen company meets your particular circumstances. For practical advice on the best avenue that suits your particular requirements, please contact D’Angelo Legal today. 

Statutory Demands

Under section 459E of the Corporations Act 2001 a statutory demand can be utilised to recover monies due and owing by a company. Once served with a statutory demand you are required to comply with the demand within twenty one (21) days of receipt, if the letter of demand is not responded to a presumption of insolvency arises.

Time is critical in statutory demands as if the demand is not complied with or challenged then the presumption of insolvency is given to the company and the creditor (or the person/entity issuing the statutory demand) may commence proceedings to liquidate (wind up) the company.

For advice and preparation of statutory demands, as well as advice on responding to statutory demands, make an appointment with D’Angelo Legal today.

Bankruptcy and Insolvency

Insolvency is defined by the Corporations Act as an inability to pay debts, as they fall due, out of the debtor’s company resources and refers specifically to businesses and companies. Insolvency generally leads to liquidation or administration of a company.

Bankruptcy refers to the situation where an individual is unable to meet their financial obligations and repay accrued debt. There are several acts of bankruptcy, for example being bankrupt, part X arrangements and part IX arrangements.

D’Angelo Legal has a sympathetic understanding of insolvency issues and our approach is client focussed and we work closely with trustees in bankruptcy.

At D’Angelo Legal we can assist with all aspects and variations of insolvency, including:

  • Voluntary administration
  • Insolvent trading
  • Directors liability and
  • Bankruptcy.

Contract Law

A contract is a legally binding agreement between two or more people and usually undertaken by way of an offer and acceptance.

At all times when drafting contracts it is imperative that we remain focused on the intentions of the parties so that the document covers the same. However, equally important is to cover the legal issues including common provisions (or boilermaker provisions) at the same time. D’Angelo Legal will happily draft documents to your requirements in plain legal English so that you can understand the same.

At D’Angelo Legal we can advise and prepare contracts to record almost any circumstance and various party intentions no matter how big or small. For practical and commercially orientated advice contact D’Angelo Legal today to see how we can assist you in drafting a contract tailored to your needs.

Trusts

Trusts can be created for a number of reasons, such as tax effective estate planning or to provide ongoing support for a beneficiary. There are several different types of trusts with each having a particular purpose:

Family Discretionary Trusts are generally established by a family member for the benefit of members of the 'family group and are generally established for asset protection or tax purposes.

Testamentary Trusts are created by Will, and give the Trustee the discretion to split the income between family groups for a period of time.

Unit Trusts are a trust in which the trust property is divided into a number of specified shares called units. The beneficiaries subscribe for the units and are entitled to the income and capital of the trust in proportion to the number of units held.

Discretionary trusts are a general trust under which the distribution of income or capital to beneficiaries is made at the discretion of the trustee.

For all you trust needs and for an efficient and effective service contact D’Angelo Legal today.

Partnership/Shareholder/Buy-Sell Agreements

Partnership Agreements

A partnership is a relationship that exists between two or more people who are carrying on a business with the common view of profit. As a business structure, partnerships are a simple, flexible and if properly established are effective arrangements. It is important to seek legal advice to determine if a partnership best suits your business’ needs, as both disadvantages and advantages arise in relation to the establishment of a partnership (such as the joint and several liability of partners).

Once a partnership is agreed upon, it is imperative to document the terms of the partnership, as the initial costs will far outweigh the unnecessary legal costs and disputes that may arise if and when the partnership ceases or when a partner wishes to retire or leave due to illness or death.

It may also be worthwhileto include in this document buy sell provisions as explained below.

Shareholder Agreements

Shareholder agreements are contracts between the shareholders of a company in which they agree to regulate the exercise of some of their rights as shareholders. A shareholders agreement is a supplement to the company's constitution and will generally regulate shareholders rights and regulate the management and operation policy of the company.

It may also be worthwhileto include in this document buy sell provisions as explained below.

Buy-Sell Agreements

A buy/sell agreement sets out an arrangement designed to protect the interests of the departing owners in a business and the remaining owners, while preserving the business itself.

There are two key issues to a buy/sell agreement. The first issue deals with the transfer aspects of the transaction, and the second deals with the funding arrangements.

A buy/sell agreement is a contract usually entered into between business shareholders pursuant to which the surviving shareholders are bound to buy out the other partner's / shareholder’s interest in the business should a specific event occur. Specific events which may trigger a buy/sell agreement include death, divorce, long-term disability, retirement or bankruptcy.

The agreement is often linked to an insurance policy on each partner's / shareholder’s  life. The policy provides the surviving shareholders with the money to be able to buy out the deceased/disabled/departing partner's / shareholder’s interest.

Generally the agreement is structured in such a way that it does not matter what business structure has been used to own the business i.e. family trust, company, shareholders.

Examples of when they are used:

  • a principal of the business dies or
  • the principal of the business becomes totally and permanently disabled within the meaning of the relevant insurance policy or
  • the principal of the business suffers an illness or other medical condition covered by a relevant trauma policy,

then the principal (or his estate) can require the other business owners to purchase his interest in the business (a “sell option”- also known as a “put option”) and the other owner(s) also have the right to demand the sale of that interest to them (a “buy option” or more formally a “call option”.)

These agreements can also be used to deal with a shareholder or partner wanting to retire from the partnership or company or performance issues.

Establishing a Joint Venture

joint venture is a legal term that describes the relationship between two or more parties entering into an agreement to work towards the same strategic goals while remaining separate legal entities. A joint venture differs from a partnership in that joint ventures tend to relate to a specific project or business goal, usually with a defined end.

Simular complexities arise with a joint venture as a partnership; therefore it is recommended that legal advice is obtained first and that the terms of the Joint Venture Agreement are drafted correctly to record the interests of all parties.

Establishing a New Business

Many dream of owning their own business, but very few understand the complexities involved in establishing such a business. Issues to consider when establishing a business include;

  • In what form/structure do you intend on conducting your business
  • Terms of Trade conditions and various client /customer contracts
  • Potential tax implications
  • Protection of intellectual property (if required)
  • Necessary licences (if required) and
  • Considerations necessary when purchasing an established business.

Contact D’Angelo Legal to streamline the process of establishing a business and to ensure a stress free start to your new venture.

Franchise Agreements

Franchising is a business system that delivers products and services to a particular market place under the franchisor's brand or trade mark, in return for a fee. The Franchising Code, which is underpinned by the Commonwealth Trade Practices Act, regulates the rights and obligations under a Franchise Agreement. 

It is important to note that franchise agreements are often complex documents so it is important that you seek legal advice. Contact D’Angelo Legal today for an appointment.