Corporate Governance

We provide flexible and cost-effective company secretarial services for private companies and their subsidiaries. Our experienced team possesses in-depth knowledge of company secretarial governance. We also collaborate with external specialists to offer essential additional services when needed.

Our company secretarial services include:

• Acting as named Company Secretary for Australian businesses
• Managing and minuting board, committee, and shareholder meetings
• Compliance with annual and ongoing filing requirements
• Subsidiary administration
• Officeholder appointments and resignations
• Updating and maintaining minute books and statutory registers
• Providing corporate governance advice and assistance, including charters, policies, and the corporate governance statement
• Training on Cosec duties and responsibilities to employees to upskill their abilities

Representing equity interests as a Non-Executive (Nominee) Director saves you time to focus on your other responsibilities while minority interests are being cared for on your behalf.

We provide regular investment reports, including financial dashboard summaries and key strategy milestones, to ensure you are well abreast of your investment and the company’s performance.

We hold a robust view of risk and consider embracing risk as an enablerwithin the board’s risk tolerance. We ensure the protection of the balance sheet and return on capital remain paramount in the strategy. We specialise in risk transfer strategies (insurance and contractual solutions) and self-insured risk.

Embracing risk is essential for preserving and increasing equity value over time.

Business founders are often so busy getting a business up and running that they neglect a crucial step in securing and protecting the future success of their business and their interests—a shareholders’ agreement or partnership agreement.

This key document sets out the relationship between the company’s shareholders. Many shareholder disputes originate from an inadequate understanding of what actions will transpire in specific events.

Such agreements should evolve with the business and be reviewed at various stages of growth. Your original “off-the-shelf” template document can quickly become outdated and no longer reflect your intentions and current circumstances relevant to your business. You may need to review and amend your agreement when adding or removing shareholders, seeking capital injections and/or new investors, or selling the business. All need to be considered to ensure your interests continue to be protected.

Typical shareholder agreement considerations

The critical need for such agreements to protect your interests becomes very clear when:

• Business relationships between shareholders break down or end.
• Disputes arise over how the business is run, money spent, or dividends paid (or not paid).
• Business partners wish to exit the business and cannot agree on a sale price or what is ‘fair’ or ‘market’ value, and how good leaver vs bad leaver conditions will impact the business valuation
• The business needs more funding, or a founding shareholder(s) wants to bring on an additional business partner or investor to inject capital but is concerned about not losing control of the company or ‘being voted off their own company.’
• A shareholder has received an offer “too good to refuse” to purchase 100% of the company but only holds 51% of the voting shares; what if the other shareholders do not want to sell?
• A shareholder suffers death, TPD or a critical illness

Our shareholder agreement consultancy service iscollaborative and free of conflict of interest or emotion. It removes any tension or discomfort between shareholders and reduces the time needed by a legal firm to draft the agreementfor execution.