t-stars-five

Amazed by the Professionalism, Communication, Expertise, Proactive, Approachable & Honest behaviour of your personnel. Fees were very reasonable. Thanks and very happy to be your client. Cheers.

t-stars-five

We used Blue Key Conveyancing for the recent sale of our town house and purchase of our new house. Shasta was fantastic with clear explanations of the process, and always available for questions and queries. This certainly made what can be a very confusing and stressful time very smooth. I can’t recommend their services highly enough!

t-stars-five

Shasta has been a great help in our property purchases and sales. We would recommend her to anyone needing efficient, professional conveyancing.

t-stars-five

I have used a number of conveyancing services over the years including personal law representatives and have never experienced the level of professional service and courtesy that Ashleigh at BlueKey provided recently. A first class company well-worth engaging. – Peter

t-stars-five

BlueKey were brilliant during the sale process. They provided lots of help and advice, taking the stress out of the process. Extremely professional and effective, I would not hesitate to recommend them.

t-stars-five

Without these guys, I would have been in big trouble with my contract. Excellent service, always reachable and great pricing. 5 stars

t-stars-five

Absolutely impeccable service. Service was reliable, informative and good value. They were happy to answer any question anytime. Will recommend to friends.

t-stars-five

This is a team that really care about my conveyancing needs! People who go above and beyond for me, the customer! They truly care about what direction I plan to take in all regards to my properties and are there every step of the way. Keep up the great work guys.

Partner & Shareholding Agreements

A shareholding agreement is a document that outlines an agreement between the persons who have a shareholding within an entity. Owning shares in a company allows you to benefit from the company’s earnings and held assets. While the Corporations Act does not require companies to have a Shareholders Agreement, having one can be beneficial for setting ground rules about issues that affect shareholders, such as one shareholder deciding to sell their share later.

 

The shareholding agreement will protect the shareholders from such events as; disputes between shareholders, the sale of shares to third parties, company strategy changes. Should a shareholder wish to sell their shares, a shareholding agreement can insist that the current shareholders have an option to buy these shares before they are placed on the open market. This means that you have the option to chose who is taking over these shares.

 

BlueKey Lawyers will ensure that all potential risks and disagreements can be managed by working with shareholders and creating an agreement that not only protects but lasts with time.  

Common features of a Share Holding Agreement:
Common features of a Share Holding Agreement:

  1. Admitting or terminating partners/directors/shareholders;
  • Clarifying how persons can join or leave a partnership or company;
  1. Decisions requiring unanimous resolution;
  • How day to day decisions are made and agreed upon
  1. Procedure for delegating decisions to individuals or committees;
  • How delegations should be clearly and expressly formalised.
  1. Frequency and timing of partners/director’s meetings;
  • The scheduling of regular partners/directors/shareholders meetings and the level of attendance expected
  1. Expectations of a partner/director (or principle of a shareholder) within the practice and managing outside interests and obligations;
  • The hours of time required for each partner/shareholder to put into the business and their outside interests (how it could affect the business)
  1. Dividend/Drawing policy & loan accounts within an entity;
  • A policy about the timing and method used to determine amounts to be paid as dividends or drawings as well for dealing with any loan accounts of any individual partners or shareholders.
  1. Consequences in the event of death or permanent/temporary disability of partners/directors/principal;
  • What arrangements are made in the event that a Partner/Shareholder is unable to continue their duties due to death or incapacitation.
  1. Compulsory retirement age;
  • Should there be an agreement in which an age is set to require partners/shareholder hand over their ability to vote. This can be difficult to enforce and many other laws can come into effect.
  1. Determining goodwill calculations on entry and exit;
  • Agreements to cover in what circumstances a goodwill payment is made and how any such payment is to be calculated.
  1. Factors to be taken into consideration when a partner/director retires;
  •   What payments are made to the leaving Partner/Director and how the handover to a successor is managed.
  1. Restraint requirements and notice period on retirement;
  • Care needs to be taken to ensure that any restraint requirements set out under an agreement are enforceable, and do not invalidate the whole agreement.
  1. Leave entitlements;
  • There should be no ambiguity in any agreement about a partner’s/director’s/principal’s entitlements in respect of leave entitlements including annual, special, sick, long service, carer’s or maternity leave.
  1. Requirement for capital on the happening of a defined event or procedure;
  • Agreements ideally should provide for a procedure or mechanism for capital injections into the entity in periods of declining business growth or insufficient economic activity.
  1. Specifying events/conduct which may result in automatic expulsion or a lower voting threshold on exit/termination;
  • Discussing and defining the boundaries of non-acceptable behaviour of a partner/director (or principal) should ultimately find expression under any such agreement.
  1. Clarification of voting/decision making power
  • whether voting or decision-making power should be based on an equity holding or on a per partner/director/principal basis.

 

  1. Voting/information entitlements for fixed profit share/non-equity partners/directors/shareholders
  • An agreement of how voting entitlements and information are shared amongst non-partners/shareholders. This is important to ensure that all members of the agreement are aware of what information can and cannot be shared and who with.
  1. Alternative dispute resolution
  • decisions relating to a business’ operations will be decided by agreement between the parties and how disputes are resolved should the avenues in which are laid out in the agreement not be an option or are exhausted.
  1. Selling or winding up the business
  • Should all shareholders agree to sell or liquidate the business; how will this occur, and should there be a third party involved in the selling or liquidation.

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