• Commercial & Business Law

    Commercial & Business Law

    We are first and foremost commercial & business lawyers in Melbourne for people.  Our team will work with you to develop, manage and execute your business plan while ensuring you exploit opportunities, manage risks and achieve commercial success.  

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  • Dispute Resolution & Litigation

    Dispute Resolution & Litigation

    We are litigation lawyers in Melbourne specialised in commercial litigation and dispute resolution, we appreciate that resolving a dispute requires more than just following court processes. You can trust Taurus to be in your corner, and fight to deliver results.

     

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  • Property & Conveyancing

    Property & Conveyancing

    Enhanced by a wealth of experience, Taurus’ conveyancing lawyers in Melbourne can assist you with all of your conveyancing needs.

    Whether you are selling or purchasing your dream home, we are experienced in handling the conveyance to ensure the smooth settlement of your property.  We successfully perform all steps of your conveyance from reviewing or drafting the Contract of Sale through to confirming settlement has been completed with your real-estate agent.

    We are passionate about providing exemplary personal service to every client and understand that we are here to assist you during one of your most exciting and stressful transactions. We ensure that all of our clients are provided with regular updates and use our own portal allowing clients to login to view the progress of their transaction at any time.

    The conveyancing lawyers at Taurus are registered with PEXA and experts in their field.

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  • Intellectual Property

    Intellectual Property

    One of the most valuable assets of any business is its intellectual property. We as intellectual property lawyers Melbourne empower our clients to protect their brand, systems and confidential information by offering them a broad range of legal services related to their IP.

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  • Insolvency & Bankruptcy

    Insolvency & Bankruptcy

    We act on behalf of business lawyers, creditors, debtors, and insolvency practitioners in a variety of re-structuring and insolvency matters.

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  • Debt Recovery

    Debt Recovery

    We will recover your debts as if they were our own. For many owners, directors, and managers, debt recovery is one of the most confronting and challenging aspects of running a business. It is also crucial to the cash flow of the business, and therefore critical to its financial success.

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  • Employment Law

    Employment Law

    We help our clients meet the demands and challenges of managing their workforce.

    We have a team of employment solicitors can assist in any employment law matter ranging from drafting employment agreements to giving termination advice and handling unfair dismissal applications.

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Capital Raising

 

Raising capital is essential to start and grow businesses. It is also commonly used to fund the purchase of significant assets such as equipment or real estate.

Raising capital in Australia is a heavily regulated activity, with severe penalties for people who do not comply with the rules. Different rules apply to both the party raising the money and for people who assist them.

Generally, you must not raise capital without first preparing a regulated disclosure document. However, there are some exceptions to this rule.

Small-Scale Private Offerings

A small-scale private offering is the most common form of capital raising that does not require a regulated disclosure statement. A capital raising will qualify as a small-scale offering if all of the following requirements are met:

  • It is not offered to the general public;
  • less than $2,000,000 is raised;
  • from no more than 20 investors;
  • in any rolling 12 month period.

Offers made under the small-scale private offering exemption are generally done through an Information Memorandum, which is not formally regulated.

The number of investors does not include those who:

  • have agreed to invest at least $500,000;
  • receive the offer outside Australia;
  • are officers of the company;
  • have provided a qualified accountant’s certificate evidencing that they have earned more than $250,000 for the last 2 years or have net assets of at least 2.5 million (a ‘sophisticated investor or ‘wholesale client’).

There is no restriction on the number of people who may receive an offer, as long as the offer does not result in more than 20 investors in any 12 month period.

Other Exemptions

Exceptions also apply to offers made:

  • To sophisticated or wholesale investors;
  • To financial services licensees;
  • To professional investors;
  • To people associated with the offer or;
  • To certain present holders of securities;
  • That include issues or sales for no consideration;
  • Under a Deed of Company arrangement; and
  • As part of a Takeover.

The Type of Entity Raising the Money

The type of entity through which you are raising money will also impact on what regulations apply.

A regulated offer document cannot be used to raise money for a private company. Private companies cannot have more than 50 non-employee members, and cannot raise money other than through an excluded offer that does not require regulated disclosure

A unit trust is another popular entity for raising money and holding shared investments. This is because the income and capital gains are not taxed in the trust, but flow through to the unit holders, who pay tax in their own right. A unit holder may qualify for capital gains tax concessions on any gains and a super fund will only pay tax at the rate applicable to the fund.

Managed Investment Schemes

When money is raised via a unit trust the managed investment scheme (MIS) requirements may also apply.

The MIS may be required to hold an Australian Financial Services Licence (AFSL) as well as a responsible entity and a licensed asset custodian. Similar rules regarding capital raising apply to an MIS, including exceptions for small scale raising.

Types of Disclosure

If regulated disclosure is required for a capital raising, then it may take the form of a number of different documents.

The four different disclosure documents are:

  • Prospectus;
  • Short form prospectus;
  • Profile Statements; and
  • Offer Information Statement.
  • Assisting Others to Raise Capital

You must not carry on a business of providing financial services to others unless you hold an appropriate AFSL or are an authorised representative of someone else’s AFSL. In order to obtain an AFSL you must demonstrate that you have the necessary training and experience to undertake the activity. You must also have suitable insurance.

To become an authorised representative, you will need to satisfy the licence holder that you have the necessary qualifications and experience and confirm your advice to products on the approved list.

It’s complex! Leave it up to Melbourne’s best business lawyers.

If you have any questions about raising capital, please contact Alex Martin on 9481 2000 or alex@tauruslawyers.com.au*

 

*Lawyers may assist with capital raising as long as their main task is legal advice, rather than financial advice.

Posted by Taurus Legal Management