Small Business & Start-up Legal Advice

Robust Business Structures

It is essential that you properly plan your business structure before you start trading. Specific business and personal needs must be considered carefully.

We understand the importance of these decisions and our experience in this area means you can be assured that you get the right start, or in the case of restructuring, a new measure of protection and benefits.

We work closely with our clients’ accountants to advice our clients on business structures and restructures.  To choose the correct business structure, it is important to make sure that the structure:

• protects assets;
• isolates risk;
• creates an effective tax position; and
• is flexible and simple.

Entity Establishment

After examining your circumstances and the best structure for your enterprise, we or your accountant can set about establishing the appropriate entity or entities.

We can assist with the establishment of the following:

• Private companies;
• Discretionary or Family Trusts;
• Unit Trust or Hybrid Trusts;
• Partnerships; or
• Joint Ventures (both unincorporated and incorporated).

Stakeholder Agreements

If you are carrying on a business with another person, you should have a formal agreement regulating the way all participants in the business interact with each other on issues such as control, ownership, liability and commercial decision-making.

We assist the stakeholders in business ventures to examine the key issues that may arise as the business matures. This initial process is much like a ‘prenuptial’ arrangement.

It is essential to have a well-documented procedure for the sale of stakeholder interests where a dispute cannot be resolved or to allow the exit of a party from the business when certain events happen.

Intellectual Property Protection

Identifying and protecting your intellectual property from the start is so important.

For start-ups, this generally involves their brand or trademark but often includes copyright material such as software code or patents.

Registering and structuring your intellectual property can save you a lot of money in the long run. 

Often people starting a new business adopt a name and logo and then go about spending money on marketing materials, building a website and developing goodwill. And then they discover the name or logo they have been using infringes on another person’s intellectual property rights.

In many cases, the time and money spent promoting your brand can be wasted as the threat of legal proceedings force you to remove signage, letterheads, websites and other material.

We know what legal steps and strategies are available to manage intellectual property rights so that they remain valuable competitive differentiators for our clients and serve as effective drivers of their business growth.

Terms of Trade or Client Agreement

Preparing your terms of trade or client services agreement is essential.  Some of the questions to ask:

• What is the scope of work or the content of the purchase order?
• Who are you contracting with?
• Is there a personal guarantor on for the work or products being sold?
• How do you deal with variations?
• What are your payment terms?
• Do you charge interest on overdue accounts?

Terms or trade or Client Services Agreement set out the relationship and guidelines for each transaction with your customers. They are also an enforceable contract and are the ultimate tool when you face a debt recovery situation.

Documentation and Contract Packages

At Rouse Lawyers we understand that the costs involved in starting a new business can prohibitive. However, it is essential that new businesses arm themselves properly before they start trading.

We have established a number of start-up packages that are ideally are put in place before you start issuing invoices, but which can also be adopted existing businesses who realise the need to formalise their compliance and documentation.

Example documents from these packages are listed below. In most cases, we will determine a fixed-fee for a package depending on the scope of work. In some cases, we will offer extended payment terms to ensure that cash flow is not affected. All documents are individually drafted and tailored to your specific needs.

• Employment Agreement
• Independent Contractor Agreement
• Services Agreement/Client Agreement
• Shareholder Agreement
• Buy/Sell Agreement
• Estate Planning for Stakeholders
• Partnership Agreement
• Buy/Sell Agreement
• Loan Agreement
• Fixed and Floating Charge or Mortgage
• Website Members Terms and Conditions
• Privacy policy
• Disclaimers
• Trademark Application
• Intellectual Property Licence (between holding and trading entities)
• Intellectual Property Assignment Deed
• Contractor Sign-On Agreement dealing with Intellectual Property
• Confidentiality Agreement

Any Questions? Ask a Business Lawyer