Corporations Law

The Corporations Act 2001 (Cth)

The Corporations Act 2001 (Cth) is the cornerstone of Australian corporate regulation. It covers:

Company Formation and Structure: The Act outlines the procedures for registering different types of companies, such as proprietary companies, public companies, and companies limited by guarantee2. It also defines the roles and responsibilities of company officers, including directors and secretaries.

Corporate Governance: The Act sets out the duties and obligations of company directors and officers. These include duties to act in good faith, avoid conflicts of interest, and exercise due care and diligence. The Act also mandates the establishment of corporate governance frameworks to ensure accountability and transparency within companies.

MKL Legal’s corporations law services

Formation and Governance: Assisting in the establishment of businesses by choosing the appropriate legal structure, drafting incorporation documents, and obtaining necessary licenses in addition to managing changes to the company’s constitution.

Regulatory Compliance: Ensuring that clients adhere to relevant laws and regulations. This involves interpreting complex legal requirements and advising on compliance strategies.

Contract Drafting and Negotiation: Drafting and negotiating contracts to ensure they are clear, enforceable and protect our client’s interests.

Advisory Services: Providing ongoing legal advice on various aspects of business operations, including corporate governance, shareholder/member rights, and risk management.

Intellectual Property Protection: Assisting with the protection of intellectual property, including patents, trademarks, and copyrights.

Litigation and Dispute Resolution: Representing clients in legal disputes, whether through litigation, mediation, or arbitration to resolve conflicts efficiently and favourably.

Recent corporations law developments and reforms

Australian corporations law is continually evolving to address emerging challenges and trends. Key developments include:

Whistleblower Protections: Strengthened protections for whistleblowers to encourage the reporting of corporate misconduct;

Modern Slavery Reporting: Introduction of mandatory reporting requirements for large companies to disclose their efforts to address modern slavery in their operations and supply chains;

Climate Risk Disclosure: Increasing emphasis on the disclosure of climate-related risks and opportunities in corporate reports;

Electronic Communications and Virtual Meetings: The Corporations Amendment (Meetings and Documents) Bill 2021 made permanent changes to allow virtual members’ meetings, electronic communications, and the electronic execution of documents. This modernization of the Corporations Act 2001 (Cth) reflects the increasing reliance on digital technologies in corporate operations;

Anti-phoenixing amendments to the Corporations Act 2001 (Cth):These have been introduced to prevent directors from engaging in phoenix activities, where they deliberately liquidate a company to avoid paying debts and then start a new company with the same business. These measures aim to protect creditors and ensure fair business practices.

Registered Clubs Act 1976 (NSW)

MKL Legal also provide industry specific advice for the club industry relating to the Registered Clubs Act 1976 (NSW) sets out additional rules for the management of clubs, including the responsibilities of club officials and the conduct of members. These include:

Licensing: Liquor Act 2007 (NSW) and Gaming Machines Act 2001 (NSW)

Membership: The rights and obligations of club office-holders, full members/ordinary members, social members, temporary members, reciprocal members and life/honorary members.

Applications and Authorizations: Clubs must follow specific procedures when applying for authorizations, such as for club functions or junior member activities. This includes notifying local authorities and displaying notices.

Training Requirements: There are mandatory training requirements for members of club governing bodies, secretaries, and managers to ensure they are well-equipped to manage club operations effectively.

Miscellaneous Provisions: This includes exceptions to certain membership rules and guidelines for the disposal of core property.

Recent changes to the Registered Clubs Act 1976 (NSW)

Membership Applications: Clubs are no longer required to obtain the occupation details of applicants for membership or display the address of applicants on the club noticeboard. This change helps protect members’ privacy.

Annual Subscriptions: The amendments removed the requirement for clubs to charge an annual subscription fee. However, clubs can still choose to do so if they wish. If a club decides to charge a subscription, the rules must specify the amount or the procedure for determining it.

Electronic Notices: Clubs can now send notices of meetings to members electronically, even if members have not previously elected to receive notices this way. This change aims to reduce administrative burdens and costs associated with printing and mailing notices.

Removing the 5km rule: The NSW Government has made further changes to support a thriving and vibrant night-time economy and the associated music and cultural sector. These changes commenced on 31 October 2024 and remove the 5km rule and allowing residents to visit their local club without needing to become members.

Liquor Act 2007 (NSW)

MKL Legal can assist you with Liquor Act 2007 (NSW) and its licence categories including:

Hotel Licence: Allows the sale of liquor for consumption on the premises (e.g., bars, pubs) and for takeaway. It includes conditions like trading hours and the requirement to provide food.

Club Licence: Issued to registered clubs, permitting the sale of liquor to members and their guests. Clubs must comply with specific rules regarding membership and the conduct of club activities.

Small Bar Licence: Designed for smaller venues, this licence allows the sale of liquor for consumption on the premises with a maximum capacity of 120 patrons. It encourages a more intimate and relaxed atmosphere with a streamlined application process.

On-Premises Licence: Applicable to businesses where the primary purpose is not the sale of liquor, such as restaurants, cafes, and entertainment venues. Liquor can be sold for consumption on the premises, often with food.

Packaged Liquor Licence: Permits the sale of liquor for consumption off the premises, such as in bottle shops. There are restrictions on where these licences can be granted to prevent saturation in certain areas.

Producer/Wholesaler Licence: Allows producers (e.g., wineries, breweries) and wholesalers to sell their products to other licensed premises or directly to the public under certain conditions.

Limited Licence: Used for special events or temporary situations, allowing the sale of liquor for a specific period or event.

Each licence type comes with specific conditions and requirements to ensure responsible service and consumption of alcohol. If you need more detailed information on any particular licence, contact MKL Legal for more information.