Commercial Contracts
Perth Commercial Lawyers
Shareholders agreement
West Perth Legal can assist with drafting a legally binding shareholder’s agreement, or assist with updating a shareholder’s agreement, or provide advice on the operation of the agreement.’ We can also assist with drafting Shareholder Meeting Minutes, Shareholder Accession Deeds, Share Certificates and Resolutions of Members.
A shareholder’s agreement is a contract governing the relationship and business arrangements between shareholders of a company. It is a legally binding document.
The content of a shareholder’s agreement varies depending on your needs and circumstances. As such, each shareholder’s agreement is tailored for the size of your company, the number of shareholders and what you are seeking to achieve. Generally, a shareholder’s agreement should contain information on how the shareholders fund the acquisition of their shares, shareholder’s rights to appoint directors, shareholder’s management obligations, rights to transfer of shares, exit strategies, default by a shareholder and what happens when there is a deadlock or dispute between the shareholders.
This can be problematic especially if you have a dispute or deadlock between the shareholders. We have seen cases where this can result in the business going into a trading halt as a result of disputes.
Partnership agreement
A partnership is an association of individuals or entities for the purpose of carrying on a business venture or business activity in common with a view to profit. A partnership is not a separate legal entity and, as such, all assets of the partnership are owned by the partners jointly or in such proportion as set out in a Partnership Agreement.
A Partnership Agreement defines the rights and obligations of the partners between themselves subject to the Partnership Act 1895 (WA) and the Limited Partnership Act 1909 (WA) in the case of limited partnership. West Perth Legal can assist you with drafting a legally binding Partnership Agreement.
Tips for setting up and maintaining a partnership:
- A partnership bank account should be opened with all income and expenditure passing through that bank account.
- All partners, unless they all use their proper names, should register a business name.
- Ownership of all assets of the partnership and all obligations of the partnership should be in the name of all partners.
- The partnership should maintain a proper set of financial accounts detailing the income and expenditure of the partnership and the capital contribution and drawings of all the partners.
- The partnership should obtain a TFN and an ABN and consider whether it is obliged to register for GST.
Trusts
West Perth Legal can assist you with structuring your business or investments through discretionary trusts, family trusts or unit trusts.
Trusts can be used as a tax minimisation strategy; as a means of providing shared income for family members; to minimise the risk of creditors making a claim against your assets; and to place valuable assets out of the direct control of individuals at risk of making poor decisions that may affect a number of stakeholders involved.
One type of discretionary trust is a family trust. A trustee (frequently one of the family members) is elected to hold assets in their name for the benefit of a group of beneficiaries. Although one or more persons can be elected as trustee, so too can a company. This is beneficial in terms of avoiding difficulty experienced in situations such as the death of a trustee, or in circumstances where a trustee is declared bankrupt.
West Perth Legal can assist you with:
- Drafting trusts
- Reviewing trusts to ensure they comply with financial and trust-related legal requirements
- Advice for your accountant to make suitable arrangements
- Advice for structuring your trust in ways to minimise the chance of claims being made under family law or debt recovery proceedings.
Joint venture agreement
If you are entering into a Joint Venture, our Lawyers can provide you with legal advice on the most appropriate type of Joint Venture and draft a legally binding Joint Venture Agreement in your best interests.
A Joint Venture Agreement is an agreement between two or more parties pursuing a joint undertaking with a view to mutual benefit. A joint venture is a popular arrangement used in the mining and property industries. It is typically entered into before commencement of feasibility studies, due diligence studies or before funding is committed.
A joint venture can be incorporated or unincorporated. An unincorporated joint venture is a business relationship in which the participants hold the joint venture property as tenants in common rather than through ownership of a company which owns the joint venture property. An incorporated joint venture is a joint venture in which a special purpose company owned by the joint venture participants holds the joint venture property and conducts joint venture operations.
West Perth Legal can help you set up your Joint Venture.
The key terms of a joint venture should be set out in a written agreement. West Perth Legal can help you set up an unincorporated joint venture via a joint venture agreement, or an incorporated joint venture by setting up a company, and drafting relevant documents such as company constitution, and shareholder’s agreement. We can also provide advice on which type of joint venture is most suitable for your situation.
Loan agreement
A loan agreement is an agreement between the borrower and the lender and includes information such as how the money is to be lent’, the purpose of the loan, repayment information, and what happens in the event of a default or dispute. A loan document can be simple or complex depending on your situation.
A properly drafted loan agreement is a legally enforceable document, and it provides certainty. The loan agreement will clearly spell out the terms of the loan and protect the interests of both parties should there be a default or dispute. This is especially important if the lender expects the loan to be repaid in full and on time. Furthermore, a lawyer can provide advice on additional measures a lender can take to increase the chance of loan recovery.
Independent contractor agreement
An Independent Contractor Agreement is an agreement documenting the terms and conditions when an Independent Contractor is hired for their expertise to complete a specific task.
An independent contractor agreement includes details such as scope of work, milestones, hours of work, period of hire, contractor obligations, confidentiality, contract variation, liabilities, dispute resolution, invoicing arrangement and payment terms.
Having an effective Independent Contractor Agreement is especially important in ensuring the parties have a mutual understanding of what is agreed. From a hirer's perspective, this will minimize any delays or over expenditure. From a contractor’s perspective, this will provide clarity around their responsibilities and certainty over payment terms.
Share sale agreement
A Share Sale Agreement is used when a shareholder of a private company sells its shares.
The need for a Share Sale or Purchase Agreement arises when parties enter into negotiations relating to a sale of a business via selling the shares. Whether you are the seller or purchaser, it is important to have your interests protected via a properly drafted agreement.
A Share Sale or Purchase Agreement should include elements such as price, the number of shares sold, completion date, how the price is paid, warranties, purchase price adjustments, post completion restraints on the seller and indemnities.
Sale of share agreements are often complex and it is important to have one customized for your transaction. West Perth Legal can assist you with a purchase or sale of a business either via sale of shares or sale of assets.
Vendor finance agreement
Vendor finance is a form of lending when the vendor (seller) lends the borrower money for the borrower to use to buy the seller’s product or property. The terms of such arrangement are documented in a Vendor Finance Agreement. It often forms part of a Sale of Business or Sale of Property.
Vendor finance is often used when the buyer has issues getting a bank loan for the purchase, or if the seller is unable to get the price it is looking for from other buyers. As such, vendor finance comes with its financial risks and it is important to have the arrangement documented.
A vendor finance agreement should include information such as the initial deposit amount, the total amount borrowed, the asset secured against the loan, repayment terms, interest charged, term of the agreement, and the types of securities the vendor requires.
Vendor Finance Agreement is often required as part of a transaction involving the transfer of an asset or property. It is important to speak to a lawyer to ascertain which legal documents you need for your transaction. For vendors in particular, it is important to consider taking security over the assets, and entering into a Deed of Priority so that the vendor has priority against third party lenders.
Employment agreement
An employment contract is an agreement between an employer and employee that sets out terms and conditions of employment.
West Perth Legal can assist you with drafting an employment agreement in accordance with federal or state legislation, with terms that suits the size of your business and needs.We draft employment agreements for both permanent employees, and contractors.
Mortgage and security documents
A mortgage arises when the lender lends money to a borrower for the purposes of the borrower purchasing a property. It is therefore prudent for both parties to protect their interests via legally drafted mortgage documents, and provide additional protection via security documents.
West Perth Legal can assist you with the preparation and negotiation of mortgage and security documents including:
- Loan Agreements
- Mortgage Documents
- Security Documents
- Mortgage Debentures
- Guarantee and Indemnity Deeds
- Registering Mortgage Documents with relevant government department
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