Advice on Setting up a Business/Company

Do you have an idea for a new business venture, but do not know how to develop or convert that idea into reality?

Starting up and running a commercial business can be a challenging and time consuming procedure. Adequate planning is a key factor in transforming your dream into reality. Without the proper identification, negotiation and execution of the many statutory and commercial issues that arise when starting up a new business; many individuals or groups will fail at the outset. Rockliffs' team of commercial lawyers offer the statutory and advisory services below that are fundamental to the management of a "start up" business or company. We suggest you consider the following issues when you're thinking of starting a business.

Business Structures, Partnerships and Joint Ventures
• Which business structure should you choose?
Incorporation – Choosing a business name & establishing a legal entity?
Protecting your Intellectual Property
• Discover your Company's hidden IP wealth!
• Domain Names and Internet Marketing
• What is your IP Franchise potential?
Commercial Contract Law
• Do you need assistance with drafting your company's commercial agreements?
• Should you seek advice before signing a commercial agreement?
Employment Law
• Do you need assistance with establishing your company's employment policies?
Corporate Finance Advisory Services
• Do you need assistance with raising finance and or taking your company public?
Asset Protection, Directors Responsibilities & Corporate Governance
Franchising Opportunities
• Do you need assistance with setting up, buying or selling a Franchise?

1. Business Structures, Partnerships and Joint Ventures

Which business structure should you choose?

If you are intending to set up a new business, Rockliffs can advise you as to the most effective way to structure the business, whether to incorporate and or in respect to partnerships and joint ventures.

You may wish to consider and discuss with us the following types of structures:

Sole Trader
Partnership
Limited Liability Company
Public Company
Trusts

Our team of lawyers will be able to advise you on the most efficient and tax-effective business structure which will be the underlying vehicle that drives your commercial intentions.

Stephen Rockliff is an accredited specialist in Business Law.

2. Incorporation – Choosing a business name & establishing a legal entity

If you ultimately choose to incorporate a company or trust, we can arrange a swift and efficient incorporation on your behalf through our corporate partner, Corporate Express. We will complete all the necessary paperwork for you and will also provide referrals in relation to any Company Secretarial needs that you might have. We will also assist you with the appropriate regulatory checks in the selection of your business name.

3. Protecting your Intellectual Property

At Rockliffs, we recognise that intellectual property is a precious and valuable asset to every business; whether a small enterprise, an individual entrepreneur or a multi-national corporation. Our Intellectual Property team advises business clients on a wide range of commercial legal problems, and strives to provide inspired and practical solutions which are aimed at developing a commercial strategy to identify, manage, protect and profit from your intellectual property. Our team is experienced in trademarks, patents, copyright, registered designs, franchising, domain names and internet marketing.

Discover your Company's hidden IP wealth!

Rockliffs IP Audit Report is a powerful investigative tool which will identify hidden or unrecognised intellectual property assets. Our IP Audit Report is likely to find wealth within the company which had never been listed on the company's balance sheet. Once your IP has been identified, it can be protected and commercialised.

Domain Names and Internet Marketing

The Game is changing… and we will help you survive the Digital Economy of the Internet Age!

Globalisation and technological advances are challenging businesses everywhere. Intellectual Property is vital to the success of any business in today's marketplace, as businesses strive for maximum economic advantage in the "global knowledge economy". Success, as always, will depend on having more knowledge than others.

Rockliffs Solicitors and IP Lawyers now have an Intellectual Property and Trademarks Department to serve your business requirements. Our team will help you develop a commercial strategy to profit from your Intellectual Property.

"Think Global – Build a Brand!"

The use of the internet is forcing companies all over the world to compete with each other for a limited number of useful trade marks and domain names. Please note: If you ignore the problem, you may well be prevented by another company from using your present trading name online.

To survive in the new economy, you should contact Rockliffs to Register a Trademark to distinguish your business and your products from those of other traders.

Your Trademark should match your Domain Name and both should correspond with your Company Name, forming the three cornerstones of a modern company's identity. Remember, all three should be identical.

Rockliffs Solicitors and IP Lawyers provide DOT.COM company formations and Trademark registrations to the accounting and financial professions as a corporate service.

Rockliffs Brand Creation Package

Trade mark search and registration
Domain name search and registration
Web page and logo design
E-commerce and web marketing

Please do not hesitate to contact us for a free consultation.

What is your IP Franchise potential?

Intellectual property can be offered for sale, and you can deal with it like any other form of property. We advise on all related aspects, including Company Formations, Sales and Licensing Contracts, Technology/RD Agreements, Joint Ventures, Venture Funding, Partnerships and Confidentiality Agreements.

A useful method of raising revenue from your IP assets is to create a franchise or to grant a license. Some of today's largest businesses have used franchising to finance and accelerate their growth into world brands.

Michael Hutson holds a Master's Degree in IP Law (M.IP). He is a senior commercial lawyer and registered Trademark Attorney at the Institute of Patent and Trade Mark Attorneys of Australia.

4. Commercial Contract Law

Do you need assistance with drafting your company's commercial agreements?

Rockliffs team of lawyers have extensive experience in Contract Law, and can assist you with the negotiation, drafting and execution of various key business agreements which will legally reflect the personal and commercial intentions of the parties entering into the agreement. Rockliffs can assist in drafting the following contractual agreements:

Confidentiality Agreements
Distribution Agreements
Franchise Agreements
Hire and Rental Agreements
Joint Venture Agreements
Lease Agreements
License Agreements
Partnership Agreements
Sale and Purchase of Business Agreements
Service Agreements
Shareholder Agreements
Agreements with respect to Patent, Trademark and Intellectual Property Law

Before the execution of any contractual agreement is completed, we will ensure that you understand your full legal rights, obligations and the duty of care owed under the specific contract. In circumstances where there has been a breach of a contractual agreement, we can assist you in exploring the possible remedies available for enforcing, and or receiving damages as a result of the breach.

Should you seek advice before signing a commercial agreement?

It is important that you seek legal advice before signing a Contract. Rockliffs can advise you in relation to the terms and conditions in a Contract and recommend changes to such terms and conditions, to best protect your commercial interests and if requested, negotiate such amendments on your behalf.

5. Employment Law

Do you need assistance with establishing your company's employment policies?

Rockliffs also are able to advise employers in relation to employment policies, and termination of employment. As an employer, it is imperative that you have in place an Employment Contract with each of your employees and have in place various policies relating to issues of confidentiality, email and internet access, the use of emails and sexual harassment. Rockliffs also provide assistance to employers in the defence of occupational health and safety prosecutions.

Rockliffs' services and advice include the following:

Unfair dismissal and unlawful dismissal
Equal opportunity laws
Remuneration and employee benefits
Employment contracts
Employment law - corporate training

6. Corporate Finance Advisory Services

Do you need assistance with raising finance and or taking your company public?

Rockliffs team of corporate lawyers have experience in all areas of corporate finance; and advise on all aspects of corporate finance transactions from corporate fundraising to management buy-ins and buy-outs, joint ventures, corporate restructuring and mergers and acquisitions.

Rockliffs are also able to provide corporate advice in relation to initial public offerings and placings on the Alternative Investment Market ("AIM") and PLUS markets in London for small and mid cap companies. A listing in London provides small and mid cap companies with access to a large amount of capital and a significant increase in public profile which one might not be able to achieve through a listing on the ASX or NSX. Rockliffs can also source pre IPO financing for suitable companies through our relationships in London. For a complete overview of the AIM and PLUS markets and how Rockliffs can assist your company, please refer to our online guide here.

Submit your Business for Review

7. Asset Protection, Directors Responsibilities and Corporate Governance

Rockliffs Solicitors and IP Lawyers regularly advise professionals, business directors and individuals on their Asset Protection and Estate Planning matters. Rockliffs' team of lawyers will assist you with creating a strategy that ensures the preservation and distribution of your created wealth, ensuring that your family and your Estate are financially secure in a tax effective and efficient manner, which is legally protected in the long term.

Our team of lawyers can advise you on various issues such as the establishment of discretionary, family and testamentary trusts, and the preparation of your Will so that your assets and Estate are assigned to the desired beneficiaries.

If you own, operate or are involved in corporate business, our team of lawyers can also advise you on the legal risks which you are potentially subject to, including the risks which company directors and partners of a partnership/joint venture may be subject too; and an individual's contractual and fiduciary liability. We also assist professionals and individuals in relation to the establishment of Unit Trusts, which may operate as service entities.

We can also provide advice in relation to your obligations under the Franchising Code of Conduct, the Trade Practices Act, the Corporations Act, the Fair Trading Act and compliance issues arising through the ACCC.

8. Franchising Opportunities

Rockliffs can advise and assist you in relation to all aspects of Franchise Agreements including:

setting up a franchise;
buying a franchise;
selling a franchise;
terminating a franchise agreement.

Rockliffs areas of expertise include:

drafting franchise agreements, leasing documentation, service agreements, and employment agreements;
advising clients on any regulatory compliance issues, compliance with dispute resolution procedures, and advising clients in relation to potential mediation and litigation proceedings (including disputes between franchisors and franchisees);
advising clients on the commercial issues in relation to setting up a franchise, and intellectual property law issues, (including trademark, domain name and internet market issues).

Buying a franchise usually means a significant financial investment and therefore it is important to have all the relevant facts and legal advice before you enter into a franchise agreement, particularly following the introduction of comprehensive amendments to the Franchising Code of Conduct (refer to the article below titled "Franchising Update". )

At Rockliffs we have assisted both franchisor and franchisee clients.

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