ByLawyers News and Updates

Partnerships – updated precedents- FED

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The By Lawyers Partnerships publication has been updated, as follows:

Partnership agreements amended in Partnerships guide

The Partnership agreement and Limited partnership agreement precedents have been amended in a number of respects, including:

    • The ‘Duration of partnership’ clause has been removed, as this is sufficiently covered in the ‘Expulsion, retirement or death of a partner’ and ‘Dissolution’ clauses;
    • A new clause 4 (b) has been inserted, to allow for non-monetary capital contributions if these are agreed between the partners. A corresponding clause has been inserted as 8(d) in the Limited partnership agreement;
    • The ‘Expulsion of a partner’ clause has been updated to become ‘Expulsion, retirement or death of a partner’ and now has improved function. Please review the clause for the changes made. The corresponding clause in the Limited partnership agreement is named ‘Termination of partner’;
    • The ‘Winding up’ clause in the Partnership agreement has been renamed ‘Dissolution’ and amended to provide additionally for the situation where the partners agree to dissolve the partnership;
    • The ‘Notices’ clause has been amended to remove facsimile delivery;
    • Various other small amendments have been made to improve readability.

New letters added to Partnerships matter plan

Two new precedents letters have been added to the Partnerships matter plan:

      • Letter to client with draft partnership agreement – for originally sending the draft partnership agreement to the client;
      • Letter to client with draft agreement – for sending later variations of the document to the client.

These additions and amendments have been made as a result of user feedback and author review, to enhance the publication and assist solicitors in their daily practice when advising upon and preparing documents for clients entering into partnerships.

Practitioners who are regular users of these precedents may benefit from a careful review of each clause in the agreements, to ensure they are familiar with the amendments.

New Partnerships Guide

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Within the must have commercial publication Companies, Trusts, Partnerships and Superannuation we have created a new guide, commentary and precedents focusing extensively on the topic of Partnerships.

Partnerships covers all aspects of setting up and running a business using partnership trading structures including:

  • general partnerships;
  • limited partnerships; and
  • incorporated limited partnerships.

The commentary, guide and precedents provide an end to end solution for partnership businesses such as:

  • establishing a new partnership and the partnership agreement;
  • adding new partners or making changes to profit share structure of an existing partnership;
  • removing or expelling a partner; and
  • dissolving a partnership and business succession arrangements.

The commentary also discusses the taxation and property ownership implications of operating under a partnership structure.

The Companies, Trusts, Partnerships and Superannuation guides also provides detailed information about other business structures including companies, trusts and self-managed superannuation funds.

Companies – new precedents

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New precedents have been added to the publication Companies, Trusts, Partnerships and Superanuation

Put and call option agreement
Put and call option precedent for use by a private company allowing the vendor to grant the purchaser a call option over the shares and the purchaser to grant the vendor a put option over the same shares.

Company constitution
Adding to a comprehensive set of commercial incorporation tools for practitioners and their clients, the constitution is for company members who elect to use a constitution, instead of the replaceable rules to guide their internal governance.

The company constitution precedent includes the general rules governing the relationship between a company’s directors, secretary and shareholders and the activities of the company and can be easily customised to suit individual clients’ requirements.

Table of Replaceable Rules

For company members who elect to use the rules to guide their internal governance. The main advantage of the replaceable rules is that a company who uses them can ensure that they are always up to date with developments and changes in regulation.

Contract for Sale of Shares – Extensive

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A new precedent has been provided. The Contract for the Sale of Shares – Extensive covers many of the issues that may arise in complex transactions. It may be found in our Companies, Trusts and Partnership Guide in the Companies section within Deeds and agreements.

Companies, Trusts, Partnerships and Superannuation

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Companies, Trusts, Partnerships and Superannuation

DECEMBER
  • New Precedent – Hybrid Trust Deed – A hybrid trust is one that combines the efficiency of a fixed trust with the flexibility of a discretionary trust.
NOVEMBER
  • New precedent – Discretionary trust deed – No appointor
  • Costs Agreements – Reference to interstate costs laws added and updated interest clauses
  • ‘Further Information’ options added
  • Self Managed Superannuation Funds commentary – Updated information regarding non-lapsing binding nominations and stamp duty
OCTOBER
  • Costs Agreements
    • WA and SA – added client and firm fields company execution clause trust account details solicitor’s lien.
    • WA – added clause on scale fees.
    • NSW/VIC – included reference to time limit for bringing costs assessment included total estimate of legal costs section with provision for variables and included authority to receive money into trust.
    • Disputes section improved, fields for client and firm details added, trust account details added, solicitor’s lien added, execution clauses for individuals and corporations added and general formatting and grammatical improvements.
  • Commentary – Update income tax – corporate beneficiary Div 7A loan
SEPTEMBER 
  • Amended tax amount where necessary to $175,000
AUGUST
  • Costs agreements have been added for Tasmania and Northern Territory.
JULY
  • Companies, Trusts, and Partnerships Commentary – The land tax sections of the comparative business structures table have been updated to include the foreign purchaser surcharge in NSW and the increase in absentee owner surcharge in VIC.
  • Self Managed Superannuation Funds Commentary – The commentary was amended to expand the definition of a dependent for the purposes of determining superannuation death benefit recipients.
JUNE
  • Self Managed Superannuation Funds Commentary – updates regarding amendments to superannuation fund balance caps introduced by the 2016 – 17 Federal Budget and updates for lender requirements in limited recourse borrowing arrangements also applied bringing commentary into alignment with arm’s length principles discussed in ATO practical compliance guideline 2016/5.
MAY 
  • Commentary added on discussing foreign resident capital gains withholding payments.
APRIL
  • File Cover Sheets for all publications have been completely re-formatted for a better look.
MARCH
  • Superannuation commentary now discusses replacement assets.
  • New precedents added:
  1. Custodian Deed
  2. Resolution of the directors – Act as custodian – Bank limited recourse borrowing arrangement
  3. Resolution of director as trustee – Limited recourse borrowing arrangement
  4. Resolutions for sole director – Limited recourse borrowing arrangement
  5. Limited recourse borrowing deed
FEBRUARY
  • A general minutes precedent has been added to the companies trusts and partnerships guide.
  • Making life a little easier for practitioners – look out for Blank Deed, Agreement and Execution Clauses folder in the matter plan at the end of each Getting the Matter Underway.
JANUARY
  • Considered the forthcoming amendments to the Associations Incorporation Act 2009 and the regulations planned for later in this year.
  • Added a new Combined Shareholder and Unitholder agreement precedent into Companies, Trusts and Partnerships Guide.

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