Corporate & Commercial Law

Chamberlains is proud to have a team of some of the best corporate lawyers and commercial lawyers in the country. Regardless of where you are in the business life cycle, we can assist you with your legal needs. Our team is made up of experts in corporate and commercial laws. Navigating legal and regulatory obligations relevant to your business can be incredibly complex, and it's important to have expert legal knowledge with specialisation in these fields to guide you. The Chamberlains team is more than ready to help. Our corporate and commercial team are able to help you with any of your corporate law and commercial law needs. Whether you need representation to protect your commercial interests or your business is ready to take the next steps to grow from mergers and acquisitions, to capital raising, to public listing, we are ready to help you. Our team can advise you in plain language to help you understand your position under competition laws in clear, simple and thorough terms. Whatever your legal need in the corporate and commercial world, look no further than Chamberlains for help.

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We Support

Business Owner

Start-up Founders

Shareholders

We picked the most highly specialised and talented lawyers.

Our wide range of corporate law and commercial law services is tailored to small and large business alike. Here are some of the ways Chamberlains can help your company with corporate and commercial legal advice:

  • Corporate Advisory Services
  • Corporate Structuring
  • Corporate Governance
  • Capital Raising
  • Buying & Selling Business Assets
  • Share sales & acquisitions.
  • Customers & Suppliers Relationships
  • Employees & Contractor Relationships
  • Financing arrangements for Investors, Borrowers & Lenders

Chamberlains provides one of the top corporate and commercial legal services in the country because of our team of experts. You will always be able to speak to an approachable and knowledgeable corporate and commercial lawyer when you contact us. Each member of our team is a specialist with extensive experience in a broad range of corporate and commercial laws, structuring solutions and compliance advice. Whether you are a sole trader, a company’s board or an in-house counsel, we’re ready to offer our expertise.

Meet our team of experts who are ready to help you with your corporate and commercial law concerns.

Process - what happens next?

Initial case evaluation

The first step in all our cases is an evaluation. During this step, we briefly examine your case, explain the type of service we can offer, and give you a quote for our services. Quotes are based on various factors and are specifically tailored to the needs of the companies. However, rest assured that we remain transparent and open with our clients throughout.

Consultation

Once we’ve agreed on the terms, we can proceed with the consultation. During this phase, we dive into all the details of your case and specific issues. From there, we use our commercial, corporate, and consumer law knowledge to propose the best path forward to achieve the most desirable outcome.

Case management

One thing you need to know about us is that we are there for the entire process, unlike other law firms. At Chamberlains, our team of corporate lawyers work tirelessly to help you reach the best possible outcome.; whether that means representing you in commercial negotiations, in court, against the corporation's creditors, or even with the Australian Securities and Investments Commission (ASIC).

Services

Structuring

The most important aspects of your business are its income and assets.

As expert lawyers with a commercial mindset we can help you structure your business—including your personal interests in the business—in such a way that ensures tax effectiveness, asset protection and the flexibility to maximise returns.

Once implemented, the structures we develop with you are effective for the long term, so you can ‘set and forget’. We can also work with you to develop the most effective business structure to achieve your commercial goals, including structuring to facilitate third-part investment such as through share or unit classes.

 

Corporate Advisory and Corporate Governance

At Chamberlains we combine our Corporate and Commercial know-how with industry leading pragmatic and technical solutions to provide a holistic advisory services for Corporate entities ready to take that next step to a bigger and brighter future.

We understand that the needs of a Corporate entity evolve and change with the company’s growth, and we are here to support that growth at every level with group structuring, capital raising, dynamic value creation goals and public listing support. We can assist with formulating and implementing the legal structures to set the best foundation for your business success.

When running a corporation, you need to ensure that your company complies with the relevant rules and regulations in the industry that your business operates. Here at Chamberlains, we can be your external counsel to navigate these laws and to assist you with meeting your corporate compliance obligations or implementing best practice policies and procedures.

Our team of experts and multi-disciplinary offering are across the relevant laws in Australia – for example, company laws, general laws, workplace health and safety laws, environmental laws, Australian Consumer Law, anti-bribery and corruption laws, tax laws, etc.

We can also assist you with the development and implementation of corporate governance frameworks to enhance your corporate compliance and to allow your business to adhere to practices, systems and processes that are integrous and accountable, having regard to your relevant industries.  We can also prepare corporate policies to meet these legal and regulatory compliances.

At Chamberlains, our corporate and commercial team’s considered and insightful advice on complex corporate governance matters has attracted ASX-listed public companies and national not-for-profit organisations alike.

Corporate & Shareholder Dispute

The law that underlies most company and shareholders disputes is complex and technical, and battles can be won or lost based on tactical decisions made at the outset.

The most common disputes that you might face in your company are disagreements regarding business decisions or minority shareholders going unheard or few shareholders claiming that they are doing the lion’s share of work.
However, if you have a clear and properly drafted shareholders agreement, then it is for all the parties to know, where they stand and what they are required to do.

The clarity that a shareholder agreement brings can often help to resolve disputes early and without the need for any litigation.

We can assist you to draft a comprehensive shareholders agreement or, if you are already in dispute, we have extensive experience in leveraging commercial outcomes to resolve your issues in a cost-effective and financially beneficial manner. If your matter can’t be resolved by negotiation, then we also have the expertise to play hard ball and represent you in formal litigation to resolve your matter.

Capital Raising, Capital Management and Tax Structuring

As a business owner who needs funds to expand and grow, your fundraising options can range from the simple to the sophisticated.

At either end of the spectrum lies potential legal pitfalls, and in Australia the activity is highly regulated. One of the biggest assets you can have in embarking on a capital raising venture is sound, pragmatic and commercially-attuned legal advice.

We’ve successfully helped local and national businesses raise capital funds for expansion, including through angel investment, private equity placements and small-scale public offerings.

We can help you to structure investment opportunities, develop informal offer documentation, register offer information statements and prospectuses, and ensure compliance with relevant regulations throughout the investment process.

Our team of commercial law and corporate law experts are well-versed in tax. We can help you structure your business in a way that gives you positive and efficient tax outcomes in consultation with your accountant and external tax advisors. We can assist you to implement corporate strategies to remove any inefficient drag that naturally accompanies mandatory expenses.

Acquisitions and Sales of Shares

Our team of legal experts can also help your business with transactions, including the acquisition and divestment of business assets. We have extensive experience in both the purchase and sale of shares for companies of every scale. 

If you’re buying or selling assets or shares in a company, you need to ensure you get your money’s worth and that the transactions are clear and legal. Any legal errors in this process can render purchase and sales void, and completely negate the productive benefit of the share acquisition or sale.

Here at Chamberlains, our team ensures that the work is done right the first time, so that you can maximise the value of your share transaction.

Buying & Selling Assets

Businesses can buy and sell land, plant and equipment, goods or services, and even know-how.

If you’re buying something, how do you know you’re getting what you pay for? Do you have warranties and promises in writing that allow you to enforce them?

How do you ensure no-one else has a claim over what you’re buying? Are you aware that under Australia’s Personal Property Securities Register regime you could potentially be stripped of ownership even if you have paid for something?

If you are selling, what disclaimers do you need for your product or asset or services?

When and how will you be paid? Perhaps these are questions you haven’t even thought to ask. The Chamberlains business team can help formulate the right questions and explain the answers in easily digestible terms. We can also prepare easy-to-read contracts that help lower risk and get you the commercial outcome you’re seeking.

Customers & Suppliers

Streamlined procedures to minimise potential disputes with customers and suppliers start with written agreements outline everyone’s rights and responsibilities.

Such agreements are important business tools, but need to be crafted to:

  • clearly define the scope of what you provide to your customer
  • protect you from liability for things you can’t control
  • ensure you are paid.

Chamberlains’ well-designed service contracts can provide you with a constant reference point and a useful and valuable platform for your business trade.

We’ll also help you navigate suppliers’ terms and conditions, assessing them and identifying your key commercial risks.
This may include investigating whether suppliers have created Personal Property Securities Register (PPSR) security interests or have the right to do so over some or all of your assets. Clients regularly discover PPSR registrations against their assets and this may delay or impede any sales of their business or business assets.

Employees & Contractors

If you’re in business, you’re likely to have employees, and you know that employment matters can eat up enormous sums of money, time, talent and energy.

It is important to have proper documentation of all your employees, how much you’re paying, and your specific relationship with them. Chamberlains are packed with experts who can help you do that and reduce the stress of running a corporation.

Chamberlains’ employment services covers the full range of employment issues, from industry negotiations on enterprise bargaining agreements, advising on payroll tax, workplace relations disputes and the National Employment Standards.

We’re also adept at answering the question of whether your work is an employee or a contractor – a crucial distinction for the purposes of establishing your (potential) liability.

Borrowers & Lenders

You may be a parent lending money to your child to buy their home or kick-start their business.
You may be borrowing your spouse’s savings or inheritance to tip in to your business or to pay a debt, with the full expectation of repayment.

You may be selling land or a significant asset with a ‘vendor finance’ arrangement, or you may have various business entities and one entity is loaning money across to another on commercial terms.

No matter the situation, any loan arrangement should be in writing and incorporate agreements on repayments, interest, default and security.

We can help by providing clear, simple documents that cover all of this and more. We have special skills in advising on tax implications of such agreements, and we can advise you on the use of guarantees, Personal Property Securities Register interests, charges, or mortgages over land to ensure payment.

FAQs

  • What is an ABN?

    An ABN is a 11-digit number issued to all entities registered in the Australian Business Register. Issued by the ATO, all businesses, irrespective of size or corporate structure, are required to have a registered ABN. This includes sole traders, companies, trusts, and partnerships.

    The benefit of having an ABN is that an ABN is unique to each business and therefore serves as a useful identification tool. This is particularly so since ABNs must be displayed on all business correspondence. An ABN also reveals a business’s status, with ABNs listed as either ‘active’ or ‘cancelled’. A cancelled status indicates that the business has ceased trading.


  • What is an ACN?

    An ACN is a 9-digit number issued to all companies. ASIC issues an ACN when a body becomes registered as a company under Corporations Law. As with an ABN, a company’s ACN must be displayed on all business correspondence.

    A company is different to a business. A company is a legally separate entity, distinct from its owners (shareholders) and managed by directors. Importantly, a company which conducts business activities will have both an ACN and ABN.

    Like an ABN, an ACN is a useful identification tool which allows shareholders, suppliers and consumers identify a particular company.


  • What is the difference between a Partnership and a Joint Venture?

    A partnership is where two or more individuals or companies carry on an ongoing business as a partnership. It is usually limited to 20 partners and is not a separate legal entity. In a partnership, the parties have joint interests in the project and are jointly and severally liable for the project’s expenses.

    A joint venture is where two or more individuals or companies may carry on a business as a joint venture. A joint venture is not limited by size. This is typically used for temporary agreements and allows all parties to mutually benefit from a specific agreement.


  • Pty & Ltd – what does it actually mean?

    The ‘proprietary’ in ‘proprietary limited’ prefers to the company being private – meaning that a limited number of shareholders own the shares of a specific company. Private companies may only have up to 50 shareholders and are only required to have one director. A private company cannot be listed on the Australian Stock Exchange and is precluded from offering its share to the general public, which makes raising capital much more difficult for them.

    The ‘limited’ in ‘proprietary limited’ refers to limited liability – the fact that a shareholder’s legal responsibility for a company’s debts or liabilities is limited to the number of shares owned. Plainly, if a company becomes insolvent, the shareholders will only be liable to lose the money they used to purchase their shares. In some cases where a shareholder has partly paid for shares, they are required to pay the remaining money they owe for those shares.

    An alternative to a company limited by shares is a company limited by guarantee. In these companies, members agree to a certain amount of legal responsibility upon becoming members. In other words, they agree to guarantee a certain amount of liability to the company.


  • What is a “going concern” for tax purposes?

    A “going concern” is an Australian Tax Office (“ATO”) invention that allows the sale of a business to be a GST-free transaction. It is always highly desirable to both buyer and seller in a sale of business – it means no GST, and it gives certainty to both parties as to what they are paying and what they are receiving. However, there are many rules and requirements for a sale to be a GST free going concern that need to be considered before you enter into a sale contract.

    GST is often the last thing on your mind when you are negotiating the sale or purchase of a business. Whether the price you have negotiated is GST inclusive or exclusive can be easily forgotten in the excitement, or both parties will simply assume that business sales are GST-free without considering all of the elements of what is a “going concern”.


  • Are Commercial Lawyers and Corporate Lawyers the Same?

    No, while they may sometimes overlap, corporate law and commercial law are different fields. Generally, corporate lawyers work with the formation of companies, shareholder rights, mergers, and acquisitions. On the flip side, commercial lawyers usually deal with specific issues around the sale and distribution of goods and transactions.


  • Do All Businesses Need Commercial Lawyers and Corporate Lawyers?

    Most companies need and would greatly benefit from commercial lawyers and corporate lawyers. This is because corporations, big and small, will have to deal with internal and external legal issues one way or another. With corporate and commercial lawyers by your side, you’ll have proper representation for your company and ensure that your business operations are within the law and you don’t get into further legal complications down the line.


  • What Specific Issues Does a Corporate Lawyer Handle?

    Corporate lawyers deal with the structuring, establishment and governance of a corporation. Chamberlains can advise on the best structuring option for your business operations with regard to specific concerns and goals, for example asset protection or limitations of liabilities.

    It would be beneficial to have a corporate law expert by your side when forming a company, as they can ensure that the company is structured effectively and is compliant. Chamberlains can also assist with your value creation or exit goals, for example in acquisitions, mergers on behalf of the company, board or shareholders.


  • How Much Do Commercial Lawyers and Corporate Lawyers Cost?

    At Chamberlains we customize our fees to most efficiently serve your needs, acting as directly as possible to accomplish your objectives without unnecessary time and expense.

    With our wealth of industry knowledge, we are able to implement solutions with rapidity and fluency in all relevant fields. We aim for excellence and pragmatic outcomes for you. Talk to us today for your free initial consultation and we can provide a precise estimate of your costs.


Contact us.

Sydney CBD
Sydney Norwest
Canberra
Perth
Newcastle

P +61 2 9264 9111
E hello@chamberlains.com.au