DO we need a stock broker for a simple Shares transfer?

When it comes to legal transfer of shares in an Australian company listed on the stock market, you will need a stock broker. Brokers provide a variety of services to their clients. Primarily, they facilitate securities trading i.e., the buying and selling of shares. If you want to buy or sell shares you need to do so via a broker.

Broker is not required if you are Issuer Sponsored and wish to transfer your unlisted securities – i.e. securities not listed on the Australia Stock Exchange. When it comes to transferring share within a corporation a basic share transfer form helps the cause. This document creates a transfer, sale or purchase of shares in a private Australian company. The stock transfer form is one of the basic documents used following incorporation of a company. It is used to record the transfer of stock from one shareholder to another. Interestingly Off-market transfers are usually private arrangements between family members or transfers from deceased estates.  Depending on the reason for transferring stock, there may be different documents required to initiate the transfer. While the transfer of shares is not difficult, many people have questions about what they should do. But solution to this problem is very simple as we need a share transfer form, a letter of instruction and original stock certificate to ensure smooth transfer of share.

Consideration’s for the transfer form

As this document is maintained in personal capacity so a precise transfer document provides you with freedom to act according to need. Furthermore, you should check whether there are any restrictions on the transfer of shares in the Company’s Articles of Association. Share transfer dealing is rather tricky affair and specialist advice from able legal aid is always appreciated. To complete the stock transfer form you will be asked to provide the following information:

• Complete an Off-market Transfer Form and a formal document.
• Have stamp duty assessed and paid on the transfer (in the state of incorporation.
• Lodge stamped document.
• Consideration money (How much is being paid for the shares).
• Name of Security (e.g. 100 Ordinary Shares for XYZ LIMITED).
• Description of Security.
• Number of shares transferred.
• Name and address of transferor.
• Name and address of transferee.
• Authorizing signature from both parties.

Important to note is that under the Anti-Money Laundering and Counter Terrorism Financing Act 2006, some security issuers must take steps to identify new investors.

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How to Transfer Shares within a Corporation

When it comes to transferring share within a corporation a basic share transfer form helps the cause. This document creates a transfer, sale or purchase of shares in a private Australian company. The stock transfer form is one of the basic documents used following incorporation of a company. It is used to record the transfer of stock from one shareholder to another. Interestingly Off-market transfers are usually private arrangements between family members or transfers from deceased estates.  Depending on the reason for transferring stock, there may be different documents required to initiate the transfer. While the transfer of shares is not difficult, many people have questions about what they should do. But solution this problem is very simple as we need a share transfer form, a letter of instruction and original stock certificate to ensure smooth transfer of share.

Important thing to note here is that this arrangement of transfer of share is suitable for anyone wishing to record the details of a share transfer with the company secretary of other registrar of the shares of a company. To affect the legal transfer of shares in an Australian company listed on the stock market, you will need a stock broker.

Consideration’s for the transfer form
As this document is maintained in personal capacity so a precise share transfer forms provide you with freedom to act according to need. Furthermore, you should check whether there are any restrictions on the transfer of shares in the Company’s Articles of Association. Share transfer dealing is rather tricky affair and specialist advice from able legal aid is always appreciated. To complete the stock transfer form you will be asked to provide the following information:

• Consideration money (How much is being paid for the shares).
• Name of Security (e.g. 100 Ordinary Shares for XYZ LIMITED).
• Description of Security.
• Number of shares transferred.
• Name and address of transferor.
• Name and address of transferee.
• Authorizing signature from both parties.

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Website privacy Policy: Do I really need one?

Privacy policy
It is a statement or a legal document that discloses some or all of the ways a party gathers, uses, discloses and manages a customer or client’s data.

Not limited
 Personal information can be anything that can be used to identify an individual, not limited to but including; name, address, date of birth, marital status, contact information, ID issue and expiry date, financial records, credit information, medical history, where you travel, and intentions to acquire goods and services.

 In the case of a business it is often a statement that declares a party’s policy on how it collects, stores, and releases personal information it collects. It informs the client what specific information is collected, and whether it is kept confidential, shared with partners, or sold to other firms or enterprises.

Importance
Privacy policy is important to the modern state, because grounded in it is the individual’s physical and moral autonomy. For this reason, it is worthy of constitutional protection.

A website privacy policy template tells your visitors and customers how you deal with their information. If you run an ecommerce website where goods or services are sold then it is a legal requirement under the ecommerce Regulations that you have a privacy policy on your site.

Benefit
The presence of the policy demonstrates to visitors that you have given consideration to their privacy. This in turn will enhance your reputation as a trusted site that thinks about the visitors that go to the site.

Australian law
The Privacy Act 1988 is an Australian law dealing with privacy. Section 14 of the Act stipulates a number of privacy rights known as the Information Privacy Principles. These principles apply to Australian Government and Australian Capital Territory agencies or private sector organisations contracted to these governments, as well as to organisations and small businesses who provide a health service.

Australians have a right to know why such information about them is being acquired, and who will see the information. Those in charge of storing the information have obligations to ensure such information is neither lost nor exploited. An Australian will also have the right to access the information unless this is specifically prohibited by law.

Information to include in a Cookie Specific Privacy Policy:
 What cookies are
 What info is collected
 What is done with the information
 How to reject / delete / accept cookies
 Explain there are no harmful technical consequences/risks

Why need to develop a privacy policy
1. Create a better electronic environment on the internet
2. Laws / legislation may pertain to  business

By letting people know what info is collected and what is done with that information, you can create a transparent environment in which people / consumers are more confident. You can eliminate stress and concerns about abuse of personal info.

Disclose owner’s intent
One of the main reasons a website needs a website privacy policy page is to disclose the owner’s intent. People have a right to know what information is being traced behind the scenes, and what the owner plans to do with that private information. For example, does the site owner collect IP addresses to establish a database of user habits to sell to other organizations? Does the site owner request addresses with the express purpose of selling the list, or are the email address provided for a legitimate purpose, such as sending existing customers relevant information about product issues and upgrades?

Designing privacy policy
Tell visitors why tracking cookies are good, why the information is beneficial, that it is used to improve websites and their content. If you are collecting information, tell them what you do with that information. Give people an opportunity not to have their info collected, for example by blocking cookies. Explain how people can block cookies. Also explain that cookies are not harmful and cannot introduce viruses or extract personal contact information.

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Legal Tips Regarding Writing Website Terms and Conditions



Terms and conditions
Terms and conditions are also known as the terms of contract between seller and customer that keeps both bound to some agreement.

Importance
These agreements are very important to protect seller’s rights, limit liabilities and they also provide security to both the buyer and the seller.

Legal tips regarding terms and conditions

Data protection
Data protection is a serious menace and one must clearly point out in privacy policy about the customer data that sellers are handling, including contact details, credit card numbers, bank accounts and purchase history. Reassure people, that their data is safe with you and that their information will not be passed on to other companies. In website terms and conditions page, you should also clarify about when and why you might contact customers as pursuing people without their consent is illegal in most countries and must refrain from any such acts.

Partial responsibility
While supplying goods clearly mention that you would only be partially held responsible for the delivery time or conditions of goods and that you are following all laws and regulations of your country. International shipping and customs should also be followed and clearly point out the rights and liabilities of the consumer

Statements in clear and organized manner.
Write the statements in clear and organized manner so that it does not create any sort of confusion for you or your client. While writing the conditions, chalk out a detailed plan of merchant policy. You can start by writing down the terms in which you want to treat your customers, the way you would want to deal with enquiries and complaints and the data protection rules that applies to you and the customers.

Legal tips actually escalate the website and its business and provide legal security and benefits

1. Make Terms and Conditions Statements Simple and Comprehensible

The most common reason why most of the people skip website terms & conditions section due to its complexity. Complexity translates into lack of understanding. Avoid the overuse of legal jargon and use only what is absolutely necessary. Do;

• Make the writing style simple but accurate
• Engage customers and clients
• Focus on clarity

As to what goes into the Ecommerce terms and conditions depends upon the genre of website and business. The needs of a blog are different from the needs of a commercial website and while the difference demands different data and terms, there are a few terms/statements which are common and ubiquitous. Such statements include:

• Terms of Service for the website users
• A clause of Local Law applicable in case of disputes
• Limitation of Liability and Disclaimer
• Intellectual Property Arrangements
• Conduct of members and visitors

2. Add Data Protection and Privacy Policy

One of the biggest challenges to any website is the complete legal protection of its data. It is, therefore, imperative to include a clearly stipulated Website Privacy Policy ensuring the safe handling and protection of customer data i.e. credit card number, contact details, purchase history and bank account etc. Ensuring people about the safety of their confidential information is seller’s responsibility. Therefore, the Terms and Conditions page should clearly indicate when and why you will personally contact people as pursuing people is illegal in some of the countries.

3. State Company’s Legal Standing on Shipping and Goods Delivery

Another tip that is important for commercial websites is to clearly mention your company’s policies on delivery time, international shipping, customs policies and condition of goods. That your company follows the laws, rules and regulations of your country and will be held only partially responsible for all these services should be clearly stated.

Key issues which need to be taken into account in a website compliance audit.

 Place appropriate terms and conditions of use
Whether your website is one-way information only allows user-generated content or sells goods or services online, you’ll need some small print. This will cover core issues such as liability, content control, law and jurisdiction.

To have a binding contract, your conditions need to be accepted by the user. This must be balanced against the need for a good user experience.

Collect any personal data via your site and what is it used for?
Personal information can be collected about individuals for all manner of purposes. Typically this may include online registration procedures, collecting contact details to deal with information requests and accepting online job applications to name but a few. Make sure that you comply with the requirements of data protection law.

Using data for email or mobile marketing

Collecting personal information via a website often goes hand in hand with electronic marketing. Care needs to be taken to comply with the laws on direct marketing when using email as a method of marketing your goods and services.

Tracking devices
Ensure that your website includes a clear statement on the use of cookies and other tracking devices. Incorporate a basic explanation of how such devices work and how the data collected will be used. The law governing this area also states that users should be given an opportunity to refuse such devices.

Intellectual Property adequately protected
Make sure any intellectual property rights are protected as appropriate, for example by incorporating a copyright notice and putting express restrictions on copying logos. Make use of registered trade mark symbols where authorised to do so and make sure that you have obtained all appropriate licences and consents for the use of third party material.

Provide sufficient information about your organisation and its products and services?

It is a legislative requirement that key information about your organisation and its products and services is provided. There is a whole host of information which should be included on your website for example, VAT details and information on pricing and delivery costs to name but a few. for a list of the minimum information which needs to be published on your website.

Online trading terms cover all key points
Ensure that your website incorporates online trading terms which would go beyond simply terms and conditions of use of your site.

These should cover key issues such as contract formation and liability.

Dealing with consumers online
Be particularly careful when dealing with consumers and make sure that your website complies with the raft of consumer legislation which affects this area.

Australian consumer law
The ACL is a single, national law covering consumer protection and fair trading which applies in the same way nationally and in each State and Territory.

For the first time, Australian consumers have the same protections and expectations about business conduct wherever they are in Australia.

Contents

•Legal tips
•Comprehensive
•Simple
•Online trading
•Disclaimer

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What is a shareholder’s agreement what provisions it contains?

Shareholder’s Agreement

It is intended to make sure that shareholders are treated fairly and that their rights are protected.

It is usually defined as an agreement in which the right of the shareholders against the company is defined and how they will go to operate the company is also narrated.

Diversified
These agreements are much diversified they even highlight the rights in context of the other stakeholders like employees, vendors, government and the other shareholders like them. The scenarios under which these are made are quite diversified.

Why agreement?
There are multiple reasons that why an organization should go for it but the two most important ones are:

• To clarify the domain and interests of the major and minor so in future no dispute between majority and minority will arise. If the agreement is not made the majority will take many decisions that are not in interest of minority.

• The second important reason for drawing a shareholder agreement is to clarify the process of decision making. Different people with different designations have diversified stake within an organization. It is very important that power in single shareholder should not be vested rather all should be given some power to deicide remaining within their domain. This will increase the trust of shareholders within the company and it will be a win win situation for both.

Provisions

Provisions that are included are:
• That how the shareholders are able to protect their rights if they are not available in the meeting,

• How they are able to shift their rights to other soul if they are no more interested in being a shareholder and many provisions like that.

• dividends payment;

• limitations on the transfer of existing shares;

• options to acquire each other’s shares in certain circumstances;

• what is to happen on the retirement, death or incapacity of a shareholder;

•voting procedure;

•non competing with the business of the company

The Australian Corporations Act,
The Australian Corporations Act, under section 134, requires all proprietary companies be provided a constitution upon incorporation.  The constitution sets out the company’s objectives, as well as the scope of the company’s activities and certain internal administrative matters. It’s easy to assume, then, that a constitution will enshrine the rights and obligations of shareholders.

Advantages
• It defines the rights and duties in great detail.

• It also provides the solution to avoid deadlock that may arise on the death.

Features of the shareholder agreement
• Obligations of the company to the shareholders agreement;

• how shareholders will maintain their rights if they are not present at meetings;

• roles of directors and actions by the company or a director which require shareholders’ consent: controls and redistributes power between shareholders so that majority cannot force decisions;

• new shareholder rights and restrictions: even if he is a trustee in bankruptcy;

• how to deal with new intellectual property;

• transfers of shares and rights of pre-emption: when allowed, under what conditions and to whom;

• exit strategy: the hidden bomb if neglected;

• key man insurance;

• publicity about the deal;

 confidentiality;

It regulates the following matters:

Regulating the ownership and voting rights of the shares in the company, including

• Lock-down provisions

• restrictions on transferring shares, or granting security interests over shares

• pre-emption rights and rights of first refusal in relation to any shares issued by the company

• minority protection provisions

Control and management of the company, which may include
• power for certain shareholders to designate individual for election to the board of directors

• imposing super-majority voting requirements for “reserved matters” which are of key importance to the parties

• imposing requirements to provide shareholders with accounts or other information that they might not otherwise be entitled to by law

Resolution of any future disputes
• deadlock provisions

• dispute resolution provisions

Contents
• Rights and obligations of the parties

• Restriction on transferring share

• Obligation of the company

• Minority protection

•Account information

Reason to buy from Net Lawman
Net Lawman provides you a comprehensive range of shareholder agreement template which save your time and can be amended accordingly as and when required.

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