Reconstructions/Restructuring
Business restructuring is often complex and involves the transfer of business assets and company control.
A partnership is where more than one individual or entity gets together for a business venture with a view to make a profit. Traditionally people have seen partnerships between:
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family members, whether they are siblings or spouses, operating small businesses; and
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professionals, such as accountants and lawyers.
Generally, an act of a partner binds the others in the partnership unless it had been known to the third party affected that the partner was not so authorized.
Partnerships are regulated by the Partnership Act 1892 (NSW) ("the Act"). However, not everything in respect of a partnership is dealt with by the Act, thus the need for an agreement.
What should a Partnership Agreement cover?
A good partnership agreement should cover at least the following issues:
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the individuals or entities who will be partners and the maximum number of partners
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whether it is a new partnership or continuation of an existing partnership
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the business name, type of business of the partnership and the location of the business
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each partner's share in the business pursuant to which profit/loss is to be distributed
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each partner's capital contribution to the business and whether any interest will be paid on the capital
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how will drawings be made from the business and whether a partner will be entitled to a salary, how each partner will be reimbursed for expenses
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bank, accountant and lawyer for the business and bookkeeping and preparation of accounts for the business
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insurance for the partnership business and in respect of individual partner
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what are the duties of each partner and who will be responsible for day-to-day management of the business
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how decisions are to be made, what decisions require all or some partners and management meetings
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whether any one partner will be just a "sleeping" or inactive partner and extent of liability of each active and inactive partner
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resignation, removal or retirement of a partner, how is the partner to be paid out and formula to value the partner's share
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introduction of new partners and planning for the continuation of the partnership business
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restriction on the outgoing partner not to compete or solicitor clients and employees of the former partnership
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how is any disputes between the partners are to be resolved
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termination or dissolution of the partnership, how to wind up a partnership and distribute any asset of the partnership
For competent professional advice on partnership agreement or drafting a partnership agreement, please contact LAC Lawyers.
Reconstructions/Restructuring Articles
Is it the beginning of the end for discretionary trusts and one-man companies - A change of view point
Date: September 01, 2010
Author(s): Michael Pickering B.A., LL.B. (Hons.), LL.M., M. A.
There are suggestions that Australian courts are now changing their approach to the interpretation of statutes with the effect that discretionary trusts are not as useful in avoiding statutory obligations. In other words, in the words of the Bob Dylan song “… the times, they are a-changin”!
Is it the beginning of the end for discretionary trusts and one-man companies - Centrelink, Bankruptcy and Taxation
Date: September 01, 2010
Author(s): Michael Pickering B.A., LL.B. (Hons.), LL.M., M. A.
Another example is Elliott v. The Secretary of the Department of Education, Employment and Workplace Relations decided in 2008 immediately before the High Court of Australia’s decision in Spry and was concerned with the means test for Centrelink pensions.
Is it the beginning of the end for discretionary trusts and one-man companies?
Date: September 01, 2010
Author(s): Michael Pickering B.A., LL.B. (Hons.), LL.M., M. A.
The traditional usefulness of discretionary trusts arises from the puzzling position they hold in the law. Property transferred to these entities is effectively ownerless until discretionary trustees determine to appoint the property to discretionary beneficiaries.
Reversal Of Effect Of Sons Of Gwalia Decision - Ending Of Equal Ranking Of Shareholder Claims With Claims Of Unsecured Creditors In Corporate Insolvency
Date: July 30, 2010
Author(s): Michael Pickering B.A., LL.B. (Hons.), LL.M., M. A.
The Corporations Act will be amended so as to reverse the decision of the High Court of Australia in Sons of Gwalia v. Margaretic. The Sons of Gwalia decision determined that, in a corporate insolvency, certain shareholder claims against a company rank equally with the claims of other unsecured creditors.
What to expect when you call LAC Lawyers
Date: December 13, 2006
Author(s): LAC Lawyers
LAC Lawyers is a full service firm dedicated to the provision of superior legal services in Australia. Our aim is to provide unrivalled client satisfaction coupled with high quality service and advice. When you call LAC Lawyers our friendly reception staff will spend time with you to identify the area of law your enquiry relates to then pass you on to one of our qualified solicitor's who can help you.
Choosing a business structure - Which one is right for you?
Date: September 25, 2005
Author(s): LAC Lawyers
When starting out in business or changing the nature of your business you need to consider which method of operating the business is best for you.