Corporate Law

Corporate law advice for Melbourne businesses. Orange Legal Group advises on company structures, shareholder agreements, director duties and corporate governance.

Frequently Asked Questions

Do I need a company constitution or can I rely on the replaceable rules?

The replaceable rules under the Corporations Act provide a basic governance framework but were not designed for private companies with specific arrangements between founders, investors or family members. A tailored constitution gives you control over decision-making, share transfers and other matters that the replaceable rules either do not address or handle in a way that does not suit your business.

What are a director's duties under the Corporations Act?

Directors of Australian companies owe several duties under the Corporations Act 2001 (Cth) and at general law. These include: the duty to act in good faith in the best interests of the company; the duty to exercise care and diligence; the duty not to improperly use their position or information for personal gain; the duty to disclose conflicts of interest; and the duty to prevent insolvent trading. Breach of these duties can result in personal liability and, in serious cases, civil or criminal penalties.

What happens when shareholders cannot agree?

Shareholder disputes range from disagreements about business direction to allegations of oppressive conduct or exclusion from management. A well-drafted shareholder agreement includes a dispute resolution mechanism — such as a compulsory buy-sell provision or mediation clause — that provides a clear exit path. Where disputes have escalated, our commercial litigation team can assist with court and VCAT proceedings.

When should I restructure my company?

Common triggers for corporate restructuring include bringing in a new investor, separating business units, preparing for a sale, asset protection planning, retiring from the business, or dealing with the departure of a co-director or shareholder. Restructuring should be carefully planned from both a legal and tax perspective — we work alongside your accountant to ensure the restructure achieves its intended outcome.

Can I set up a company specifically for a project or joint venture?

Yes. Incorporating a special purpose company for a project, investment or joint venture is common practice. It provides a separate legal entity, limits liability exposure and creates a clear structure for documenting the arrangement between the parties. We advise on the appropriate structure, draft the shareholders agreement and JV documentation, and handle ASIC registration.

What protections do minority shareholders have?

Minority shareholders have several protections under the Corporations Act 2001 (Cth). Section 232 allows a shareholder to apply to the court where the conduct of the company's affairs is oppressive, unfairly prejudicial or contrary to the shareholders' interests as a whole. Remedies can include a court-ordered buyout of shares, winding up of the company, or injunctions. A well-drafted shareholder agreement will also include specific minority protections such as reserved matters, tag-along rights and information rights.