Guides & FAQs

If you plan to raise money, issue employee equity or sell the business, use a proprietary company (Pty Ltd). Investors buy shares, and ESOPs and the startup tax concessions only work through a company.

• A sole trader or partnership is fine for testing an idea, but you carry the liability personally and there is nothing for an investor to buy.
• A trust can suit a family business or a holding entity for a founder's shares. It is the wrong vehicle for the operating company of a venture-backed startup.
• Founders sometimes hold their shares through their own holding company or trust. That is a tax question: get it settled before shares are issued, because moving shares later can trigger tax and duty.

Watch: Holding structures for founder shares are tax advice. Ask Counsel will point you to a tax adviser.

An ABN and a tax file number for the company straight away. Register for GST within 21 days of reaching (or expecting) $75,000 in annual turnover, and for PAYG withholding before you pay staff. Many startups register for GST early so they can claim GST credits on what they buy.

• Register a business name only if you trade under a name other than the company name.
• Keep personal and company money separate from day one.

Issue enough shares that you can hand out precise percentages, at a price so low that paid-up capital stays trivial. A common setup is 10,000 shares at $0.01 each: $100 in total, with every share worth 0.01% of the company.

• The price matters as well as the count. Issuing founder shares at a nominal price before the company has value keeps the cost of the shares, and the tax position, clean.
• You can split shares later by resolution of shareholders (Corporations Act s 254H), so the first choice is not permanent. It means lodging the resolution with ASIC within a month and notifying the change (Form 2205B or 484) within 28 days. Starting with enough shares avoids that step.
• Make sure shares are paid for as agreed. Partly paid shares are lawful, but the unpaid amount is a liability the founder can be called on to pay, including by a liquidator.
• Australian shares have no par value, so the price is whatever you choose. There is no legal minimum.

Watch: Every share issue must be notified to ASIC within 28 days (Form 484). Late notices attract fees.

Adopt a constitution. The Corporations Act replaceable rules work for a simple company, but they do not give you share classes, investor-friendly transfer controls or a clean way to run an ESOP, and investors will expect a constitution at the first round.

• The replaceable rules include a pre-emption rule for new share issues in proprietary companies (s 254D): new shares must first be offered to existing shareholders unless a general meeting approves otherwise. That can trip up a raise or an ESOP grant.
• An investment-ready constitution sets up preference share classes, issue and transfer rules and director appointment mechanics now, so the seed round does not need a rewrite.
• Commercial deals between shareholders (vesting, leaver terms, drag and tag) go in the shareholders agreement. But the constitution should carry the compulsory transfer mechanics, so those deals can be implemented without chasing a departing shareholder for a signature.

The constitution is the company's public rulebook and binds every shareholder automatically. The shareholders agreement is a private contract between the founders (and later investors) for the commercial deal.

• Sign the shareholders agreement while everyone still agrees. Founder disputes are far cheaper to prevent than to resolve.
• Make sure the two documents do not contradict each other. Most agreements say the agreement prevails and require the constitution to be amended to match.
• Without compulsory transfer mechanics in the constitution, a vesting or drag clause can leave you suing a departed founder to make them sign a share transfer. With them, the company (often through an appointed attorney) can sign it.

Yes. Vesting protects the remaining founders if someone leaves early. The market default is four years with a one-year cliff, and investors will usually ask for it at the first round if you have not already done it. Shorter can be justified: where AI has compressed the time to build and exit, or where a returning founder is already making a substantial contribution.

• In Australia founders are issued all their shares on day one, so vesting works in reverse: unvested shares can be bought back or transferred at a nominal price if the founder leaves.
• The market default is monthly vesting after a 12-month cliff over four years.
• Arguing for less: if the business plan runs on a two to three year horizon because AI has collapsed the build cycle, a three-year (or shorter) schedule can be fairer and still investor-acceptable.
• A founder who is returning, or who has already done substantial work before incorporation, can reasonably start with no cliff, or with credit for time already served.
• Good leaver (illness, death, being let go without cause) usually keeps vested shares at market value. Bad leaver (fraud, serious breach, walking away inside the cliff) often loses more, sometimes at nominal value.
• Agree what happens on a sale. Single-trigger acceleration (vest in full on a sale) is founder-friendly; double-trigger (sale plus being let go) is the common compromise.

Split on what each person will contribute from here, not on who had the idea. Equal splits are common and fine when roles and commitment are equal. Unequal splits are fine too, as long as the reasons are written down.

• Weigh full-time commitment, role, capital put in, and what each person gives up to join.
• Vesting does more to make a split fair than haggling over a few percent does.
• A 50/50 split needs a deadlock mechanism in the shareholders agreement, or a disagreement can freeze the company.

Yes. Investors check that the company, not the founders, owns the code, brand and know-how. A founder services agreement plus an IP assignment covering work done before incorporation fixes that.

• Copyright in work a founder created before the company existed belongs to that founder until it is assigned in writing.
• The agreement also records time commitment, confidentiality and what pay (if any) the founder draws.
• Do it at incorporation. Chasing a departed co-founder for an assignment during due diligence is slow and expensive.

Most Australian startups grant options under an ESOP, structured to use the startup tax concession. Shares suit a few senior hires; phantom equity suits companies that do not want to change the cap table.

• The startup concession needs the company to be an unlisted Australian resident company, every group company incorporated for less than 10 years, aggregated turnover of $50m or less, and the employee holding no more than 10%. The grant terms matter too (see the next question).
• Reserve a pool so each grant does not need fresh approval. 10% to 15% of the company at seed is common, more if you are hiring senior executives.
• Corporations Act Division 1A lets unlisted companies offer employee equity without a prospectus. Where people pay for interests, payments are capped at $30,000 per person per year (unused cap on options can carry forward up to $150,000 over five years). Options with a nil exercise price carry lighter requirements.
• An ESOP can cover contractors, advisors and non-executive directors as well as employees. The Corporations Act relief and the tax rules can both extend to them, but only if the plan rules and offers are drafted to include them. Check before the first contractor grant.

Watch: ESOP tax treatment is tax advice. Get a valuation and a tax adviser before the first grant.

Beyond the company tests, the terms of the grant matter. Options must have an exercise price at least equal to the market value of a share when granted, and shares can be issued at a discount of no more than 15%. Interests must be held for at least three years, or until the person stops working for the company if sooner.

• For share grants (not options), the plan must also be broadly available: at least 75% of permanent employees with three or more years of service must be eligible.
• Use an ATO-approved valuation method to set market value. A safe harbour method is available for unlisted startups.
• Give employees ESS statements by 14 July and lodge the ESS annual report with the ATO by 14 August each year.

Watch: This is tax territory. Confirm with a tax adviser before the first grant.

Keep a members register, an officeholders list, minutes and resolutions, share certificates, and financial records for seven years. Due diligence starts with these, and gaps cost money to fix.

• Notify ASIC of changes: share issues (28 days), officeholder and address changes.
• Every director needs a director ID before they are appointed. It is free, and each director must apply personally (up to 12 months ahead).
• Pay the annual review fee ($342 for a proprietary company from 1 July 2026) and pass the solvency resolution each year.

WorkCover once you pay wages (in Victoria, once annual remuneration exceeds $7,500, or straight away for apprentices and trainees), public liability if you deal with the public or visit sites, and professional indemnity if you sell services or software, since enterprise contracts often require it. Add cyber cover once you hold customer data, and D&O cover once investors join the board.

• Match the liability caps you agree in contracts to the cover you actually hold.
• Read the notification conditions. Late notice of a claim or incident can void cover.

Search three places: the trade mark registers, the web, and business and domain names. The main register search tools are free. A clean ASIC business name check means nothing on its own.

• Search similar spellings and sounds, not just the exact name, and in the classes you will actually trade in.
• Registering a business name or company name gives you no rights in the name. Only a registered trade mark does.
• Free searches find obvious conflicts. They do not tell you whether a similar mark is close enough to block you; that is a judgement call.

Watch: Whether a particular mark is clear to use is a clearance opinion. Ask Counsel will refer that to Cam.

Use the picklist where its wording genuinely covers what you sell: it is cheaper per class and rarely draws an objection. Write a bespoke specification when the picklist does not describe your product, when you need to steer around an earlier mark, or when you will use the Australian filing as the base for overseas applications.

• A specification that is too broad invites objection and attack for non-use. One that is too narrow leaves gaps a competitor can use.
• If an earlier mark covers part of your field, a carefully drafted specification can carve around it and still protect what you do.
• A Madrid international application depends on the Australian base for five years and cannot be broader than it. Draft the base with the overseas markets in mind.
• The fee covers registration too: IP Australia has charged no separate registration fee since October 2022.

Use it when you are unsure the mark will pass examination. Headstart costs $200 per class for a preliminary assessment, then $130 per class to convert it into a full application ($330 in total, against $250 filing straight off the picklist). You keep your filing date and can fix problems before committing.

• It suits a first-time filer with a name that might be descriptive or close to an existing mark.
• It adds little if you have already had the mark searched and the specification drafted properly.

Usually class 42 for software as a service and class 9 for downloadable software and apps. Add class 35 for marketplaces and online retail, and the class for whatever industry service you deliver through the platform, for example 36 for financial services.

• Each extra class costs another fee. File in the classes you trade in now and will trade in within a year or two, not every possible class.
• Your brand name and logo are separate marks. Most startups file the word mark first: it protects the name in any style.

You have six months from your Australian filing date to file overseas and keep the Australian priority date. Use the Madrid Protocol for several countries through one application; file directly in a country when you need tailored wording or Madrid is a poor fit there.

• File in the markets you will launch in, plus manufacturing countries if you make physical goods.
• The US needs evidence of use or a genuine intention to use, and examines descriptions strictly.
• Check TMview for each target market before filing anywhere.
• Under Madrid the overseas registrations depend on the Australian base mark for five years. If the base is narrowed or cancelled in that time, they are cut back to match.

Anyone with an Australian presence (a citizen, permanent resident, Australian company, registered foreign company, or Australian trade mark applicant or owner) can register a .au direct name. A .com.au must match, or be closely connected to, your business. Neither gives you rights in the name: only a trade mark does.

• Register the .au, .com.au and the main overseas domains for your brand early. They are cheap compared with buying them back.
• You must keep your Australian presence for the life of the licence.
• Relying on an Australian trade mark for presence only works for a .au name that exactly matches the trade-marked words.

An employee's work made in the course of employment belongs to the company. A contractor's work belongs to the contractor unless a written agreement assigns it. Without an assignment, the company may only have an implied licence to use its own product.

• An assignment of copyright must be in writing and signed (Copyright Act s 196(3)). Moral rights cannot be assigned, so take a written consent instead.
• Get an IP assignment and moral rights consent from every contractor, agency and freelancer, ideally before work starts.
• Check offshore development agencies especially. Their standard terms often keep the IP until final payment, or forever.
• Investors will ask for a schedule of who built what and the matching assignments.

Yes, if you use copyleft code without managing it. Permissive licences (MIT, Apache, BSD) mostly require attribution. Copyleft licences (GPL, and AGPL, which is triggered by offering software over a network) can oblige you to release your own source code.

• Keep a software bill of materials listing every open-source component and its licence. Investors and buyers ask for it in due diligence.
• Set a policy: which licences engineers can use freely, which need approval, and which are banned in the product.

Not necessarily. Australian copyright needs a human author, so output generated purely by AI may not be protected at all. Where people direct, select and edit the output, the human contribution can be protected. Keep records of that contribution for anything core.

• Check your AI tool’s terms on output ownership and any indemnity.
• The Government is consulting on how copyright should apply to AI. Watch for changes.

Most software startups should not spend on patents early. Your secret sauce and go-to-market speed usually protect you better than a patent monopoly that is expensive, slow to grant and easily outdated when the software improves every month. Patent only a genuine technical invention that competitors could copy from the product itself and that is worth defending in court.

• Australia’s grace period: if you (or someone who learned it from you) publicly disclose an invention, that disclosure is ignored when assessing novelty, provided you file a complete patent application within 12 months. Europe and many other markets have no grace period, so a disclosure can still destroy rights there. File before you disclose.
• A provisional application holds a priority date for 12 months at modest cost while you test the market.
• A patent is published about 18 months after filing, so you trade secrecy for a monopoly. For continuously improving software, the patented version may be obsolete before it is granted.
• Software and business methods are hard to patent in Australia. Get advice before spending.
• A trade secret lasts as long as it stays secret. That means NDAs, access controls, assignment clauses and limiting who sees the core logic, not just a label.

It checks whether launching your product in a market risks infringing someone else’s patents or trade marks. A patent attorney or lawyer identifies the features and markets that matter, searches granted patents and pending applications in those markets, compares the claims against your product, and gives an opinion on the risk and your options.

• Get it before a costly launch, a manufacturing commitment, or entering a market with active competitors.
• It is different from registrability. Your own trade mark can be registered and still infringe someone else’s.
• Pending applications matter: their claims can change before grant, so monitor the ones that could reach your product.

Watch: An opinion about a specific product or mark is out of scope for Ask Counsel and goes to Cam.

Own anything core to your business or competitive advantage. Licensing is fine for the rest, including a developer’s existing code that they bring to your product, as long as the licence is exclusive in your field and will survive anything that happens to the relationship.

• For a developer’s pre-existing code, take a perpetual, irrevocable, royalty-free licence that is exclusive in your domain, covers modifications, and survives termination. Assign everything they build new for you.
• Investors look for ownership of the core. A licence that can be terminated, or that is non-exclusive, is a due diligence issue.
• In a joint development, agree upfront who owns background IP, who owns what is created together, and who may use it after the project ends.

Whoever the joint development agreement says. Without one, ownership of jointly created IP is unclear and joint owners may be unable to use or license it without each other. Agree it before work starts.

• Each party keeps its background IP and licenses what the other needs for the project.
• Choose a model for new IP: one party owns and licenses the other, ownership splits by field, or joint ownership with clear rules on use, licensing and costs.
• Cover publication, improvements, and what each party can do once the project ends.

Possibly not yet, if annual turnover is $3m or less. But the small business exemption has exceptions that catch many startups, and most will need a privacy policy anyway because customers, app stores, payment providers and overseas law require one.

• You are covered regardless of turnover if, for example, you provide a health service and hold health information, trade in personal information, are related to a covered entity, are an AML/CTF reporting entity, or (for that contract) provide services to the Commonwealth.
• If you offer services to people in the EU or UK, or track their behaviour, the GDPR can apply whatever your turnover.
• Enterprise customers will ask about your privacy practices in procurement. A policy and basic data map help you win deals.
• Reform is coming but has not passed. The August 2026 exposure draft of the second tranche of reforms keeps the small business exemption for now.

Watch: A data breach or a regulator inquiry goes straight to Cam.

What personal information you collect, how and why, who you disclose it to (including overseas), how people can access and correct it, and how to complain. It must describe what you actually do. A copied template that does not match your product is a liability.

• From 10 December 2026 the policy must also describe the kinds of personal information used, and the kinds of decisions made, when software makes decisions that could significantly affect people.
• Name the overseas countries data goes to where practicable, including where your cloud and AI providers process it.
• Pair it with a collection notice at the point of sign-up.
• If children use your product, watch the Children’s Online Privacy Code, due to be registered by 10 December 2026.

When you offer goods or services to people in the EU (or the UK under UK GDPR), or monitor their behaviour online, even with no office there. Having a few EU visitors is not enough; targeting them is.

• Signs of targeting: EU languages or currencies, EU shipping, marketing aimed at EU users.
• Fines reach up to €20m or 4% of worldwide turnover, and EU customers will ask about compliance in procurement.

Build to the GDPR. It is the strictest widely used standard, so it works as a de facto global baseline: get it right and you satisfy most of the Australian Privacy Principles and much of what other countries require. Then add the local differences.

• One privacy notice and one internal framework is cheaper to keep accurate than a different policy for each market.
• Building privacy in early (data minimisation, retention limits, access controls) is far cheaper than retrofitting it before an enterprise deal or a raise.
• Complying with the GDPR does not settle your Australian position. The small business exemption still decides whether the Privacy Act and the data breach scheme apply to the rest of your business.

Use click-through terms for self-serve customers and a master services agreement for enterprise deals. Most B2B SaaS companies need both, built on the same core terms so the product and support promises stay consistent.

• Make users actively accept (a checkbox or “I agree” button). Australian courts look for reasonable notice and assent, so terms behind a footer link (browsewrap) are much harder to enforce.
• Cap your liability, usually at fees paid in the last 12 months, and exclude indirect loss as far as the law allows.

Yes, if your terms are standard form and the customer is a consumer or a small business. Unfair terms are void, and since 9 November 2023 a company using one faces penalties of up to the greater of $50m, three times the benefit obtained, or (if the benefit cannot be worked out) 30% of turnover during the breach period. Review templates before you scale them.

• A small business here means fewer than 100 employees or turnover under $10m.
• Consumer guarantees cannot be excluded. Terms that suggest otherwise can be misleading.

Contain it, assess it, notify if required, then review. If the Privacy Act covers you, you have 30 days to assess a suspected breach. If it is an eligible data breach (likely to cause serious harm and not remediated), notify the OAIC and affected people as soon as practicable. Call your lawyer and your insurer first: the first 48 hours shape the outcome.

• Tell your cyber insurer immediately. Most policies require prompt notice and provide an incident response panel; acting outside it can affect cover.
• Businesses with annual turnover of $3m or more must report a ransomware or cyber extortion payment to the Australian Signals Directorate within 72 hours of paying.
• Report cyber incidents through ReportCyber (cyber.gov.au) and to the police if there is extortion.
• Privilege over forensic reports is not guaranteed. Australian courts have refused it where the report also served operational purposes, so involve lawyers in how the investigation is commissioned.
• Have a written response plan before you need it, with named people and contacts.

Watch: An actual or suspected breach is out of scope for Ask Counsel. Contact Cam directly.

If you process personal data on a customer’s behalf and the GDPR or UK GDPR applies to them, yes: the law requires a processor contract. Australian enterprise customers increasingly ask for one too. Have your own DPA, or a playbook of the positions you can accept, so you can mark up a customer’s DPA quickly instead of negotiating from scratch each time.

• Keep a public list of your sub-processors (cloud, email, AI providers). Customers will ask.

Say who owns inputs and outputs, whether you train on customer data, what the customer must check before relying on outputs, and how liability is shared. Make sure what you promise customers matches what your AI provider's terms allow you to do.

• Many model providers bar training on API data by default. Check yours, and do not promise more than it permits.
• Tell customers when they are dealing with AI rather than a person, and do not overstate accuracy.
• Selling into the EU brings EU AI Act obligations that depend on the use case. Transparency duties (telling people they are dealing with AI, labelling generated content) apply from August 2026, with systems already on the market by then given until 2 December 2026 to add watermarking. High-risk obligations start in December 2027 for stand-alone high-risk systems and August 2028 for AI built into regulated products.
• Australia has no AI-specific law. The government dropped mandatory guardrails in December 2025, so privacy, consumer and copyright law do the work, with the voluntary Guidance for AI Adoption as the benchmark.

Only with care. Three sets of rules apply at once: copyright, the source website’s terms of use, and privacy law, since scraped personal information is still personal information. In October 2025 the Government ruled out a text and data mining exception to copyright.

• Prefer licensed datasets and data you have a contractual right to use for training.
• Customer data needs clear contractual permission and must match your privacy policy.
• Record where every dataset came from. Customers, investors and regulators will ask.

Use an NDA before sharing anything genuinely confidential with a potential partner, supplier or acquirer. Use a mutual NDA when both sides will share; a one-way NDA when only you will. Do not ask investors to sign one: most refuse, and asking signals inexperience.

• An NDA only protects what you can show was confidential and was disclosed under it. Mark material and keep a record.
• Watch for a short confidentiality period, a missing return-or-destroy clause, and anything that sneaks in a non-compete or IP licence.
• For investors, share only what you are comfortable with, and hold back the technical detail until due diligence.

A deed binds without consideration (nothing has to be given in return) and gives a longer time to sue: in Victoria, 15 years instead of 6. Use a deed for releases, settlements, guarantees, IP assignments for no payment, and deeds of accession.

• A company can sign either by two directors, a director and secretary, or a sole director (who is the sole secretary, or where the company has no secretary) under Corporations Act s 127, including electronically.
• Electronic signing through DocuSign or similar works for companies, including for deeds, and has been permanent since 2022. In Victoria individuals can also sign deeds electronically and witnesses can attend by video.

Focus on the clauses that move money and risk: liability caps and exclusions, indemnities, IP ownership, payment and price changes, term and termination, and exclusivity or restraints. Most of the rest is standard.

• Have a playbook ready that reflects your risk appetite, your insurance (match liability caps to your PI and cyber cover), and the fallbacks you will accept. Reviews become faster, cheaper and consistent across the team.
• Uncapped liability or a broad indemnity can be worth more than the contract. Match the cap to the deal value, often 12 months of fees.
• Check auto-renewal and notice periods. Missing a window can lock you in for another year.
• Check which law governs and where disputes are heard. An overseas forum makes enforcing your rights expensive.

Watch: Ask Counsel can explain what these clauses usually mean. Reviewing your specific document is a job for Cam.

What will be delivered and by when, how acceptance works, price and payment, who owns the output, confidentiality, liability limits and how either side can end it. A clear scope and acceptance process prevents most disputes.

• Fixed price or time and materials: fixed price suits defined deliverables; time and materials suits evolving work, with a cap or estimate.
• Put scope in a schedule or statement of work so new projects can be added without re-signing the whole contract.
• Add a change control process: no extra work without a written change note covering price and timing.
• Tie payments to milestones, with deemed acceptance if the customer does not reject within a set number of days.
• Keep your background IP, tools and know-how. Assign (or license) only the deliverables built for the customer.
• Charge interest on late payments and keep a right to suspend work if invoices go unpaid.
• Use “reasonable endeavours”, not “best endeavours”, unless you mean to commit to almost anything.
• Match insurance obligations to the policies you actually hold, and cap liability by reference to the fees.

A short written loan agreement covering the amount, interest, repayment date, what happens on default, and any security. If the lender takes security over company assets, register it on the PPSR promptly or it can be lost on insolvency.

• Register a security interest within 20 business days of the security agreement. Late registration can make it void if the company enters administration or liquidation soon after.
• A convertible note is a loan that can turn into shares. Use the Capital chapter for that.
• Loans between a private company and its shareholders can have tax consequences. Check with your accountant.

Start with a contract (a collaboration, reseller or referral agreement). Move to an incorporated joint venture only when you are jointly investing, sharing profit and building something neither of you will own alone.

• Avoid an accidental partnership. Sharing profits and acting together without a contract can make each party liable for the other's debts.
• In any JV, agree exit, deadlock and IP ownership upfront.

Startups generally prefer contractors: no leave, no unfair dismissal exposure, fewer payroll obligations and more flexibility. But the label in the contract does not decide it. If the person works like an employee, the law treats them as one, with back pay, super and penalties at stake.

• Since 26 August 2024 the Fair Work Act looks at the real substance, practical reality and true nature of the whole relationship, not just the written contract.
• A contractor earning above $190,100 a year (from 1 July 2026) can give you written notice opting out of that test, so the contract terms govern. The contractor must choose it; you cannot impose it.
• Super can be payable even to a genuine contractor if the contract is wholly or principally for their labour. An ABN does not change that.
• Payroll tax and WorkCover have their own rules. Victorian payroll tax can treat payments to contractors as wages, and WorkSafe Victoria can treat a contractor who works mainly for one business, without staff of their own, as a deemed worker.
• Sham contracting (calling an employee a contractor) attracts civil penalties. Since February 2024 the defence is that you reasonably believed it was a contracting relationship, so document why.

Watch: If the relationship has already broken down, or someone is claiming they were an employee, that goes to Cam.

Check whether a modern award covers the role and pay at least the award rate. Give the Fair Work Information Statement (and the casual or fixed-term statement where relevant), pay super on time, withhold PAYG tax, and register for WorkCover once wages pass the threshold. Put it all in a written employment agreement.

• Award coverage is the most common trap. Tech roles are often award-free at senior levels but award-covered in junior, admin or support roles.
• Salary set-off clauses (absorbing overtime and allowances into the salary) need care to be effective.
• Super is 12% of qualifying earnings (ordinary time earnings plus salary-sacrificed amounts). Since 1 July 2026 (Payday Super) it is due each payday and must reach the fund within seven business days.
• Include IP assignment, confidentiality and a reasonable restraint.

In Victoria, once your Australia-wide wages exceed $1m a year (from 1 July 2025), at 4.85% on Victorian wages above the threshold. The threshold is reduced for wages between $3m and $5m. Related companies are grouped, so they share one threshold.

• Some contractor payments count as wages unless an exemption applies.
• Employee share and option grants can count as wages too. Check before a large ESOP grant.
• Each state sets its own threshold and rate. Register in each state where you pay wages over its threshold.

Casuals, yes, if the work genuinely has no firm commitment to ongoing hours. Unpaid interns, rarely: unpaid work is lawful only as a required placement in an approved course, or where there is no productive work and the main benefit goes to the intern.

• After six months (12 for a small business) a casual who believes they no longer fit the casual definition can notify you that they want to become permanent.
• An intern doing real work for the business is an employee and must be paid at least the award rate.

Partly. The real protection is the unfair dismissal minimum employment period: six months, or twelve months for a small business with fewer than 15 employees. A probation clause helps set expectations and a shorter notice period but does not change those rules.

• General protections claims (for example dismissal for a discriminatory reason or for raising a complaint) can be made regardless of length of service, though a dismissal claim must still be lodged within 21 days.
• Small businesses should follow the Small Business Fair Dismissal Code.
• Employees earning above the high income threshold ($190,100 from 1 July 2026) and not covered by an award or enterprise agreement cannot claim unfair dismissal.
• An unfair dismissal claim must be lodged within 21 days of dismissal.

Watch: Advice on a particular termination is out of scope for Ask Counsel and goes to Cam.

Only as far as reasonably necessary to protect legitimate interests like confidential information and client relationships. Confidentiality and client non-solicitation clauses are more reliably enforced than broad non-competes.

• Outside NSW, an unreasonable restraint is void unless the unreasonable part can be severed, which is why contracts have used cascading clauses (several periods and areas). NSW courts can read a restraint down under the Restraints of Trade Act 1976.
• Reform is coming but is not yet law. The September 2026 exposure draft would ban non-competes for employees earning up to the high income threshold ($190,100) and for all casuals, ban clauses stopping staff from poaching co-workers for all employees, and ban cascading restraints outright. Client non-solicitation would remain available. It would apply only to restraints made or varied after it starts, and its start date is not yet fixed.
• For founders and staff who hold shares, restraints in the shareholders agreement can be more effective for the company. The consideration is the shares, and courts are more willing to enforce restraints that protect the value of a business the person owns part of. Check how the final ban treats them.

Use a short advisor agreement with a defined role, a modest equity grant that vests monthly over about two years, confidentiality and an IP assignment. The FAST benchmark is 0.25%, 0.5% or 1% depending on how involved the advisor will be, scaling down as the company matures.

• Vest from the start of the role, often with no cliff or a short one, so equity tracks contribution.
• Options under your ESOP keep advisor grants inside the pool and can simplify the paperwork.
• An advisor is not a director. Keep their title and authority clear so they are not seen to act for the company.

Start with workplace behaviour (bullying, harassment and discrimination), work health and safety, IT and acceptable use, and leave. Employers now have a positive duty to prevent sexual harassment, so policy and training are expected, not optional.

• Keep policies out of the employment contract so they can be updated without breaching it.
• Add an AI use policy once staff use AI tools with company or customer data.

Employers must manage psychosocial hazards like excessive workload, bullying, harassment and poor support, the same way they manage physical safety. In Victoria, regulations in force since 1 December 2025 require you to identify those hazards and control them, and training alone is not enough.

• Review controls after an incident, a complaint or a change in how work is done.
• Startups are high-risk on workload and role clarity. A short risk assessment and a clear complaints process go a long way.

Check their contract, any award, and whether they are protected from unfair dismissal (length of service, business size, income). Then follow a fair process: a valid reason, a chance to respond, and proper notice or pay in lieu. Redundancy has its own rules about genuine role elimination, consultation and redeployment.

• Small businesses that follow the Small Business Fair Dismissal Code have a defence to unfair dismissal claims.
• A settlement deed with a release is common when there is any risk of a claim.

Watch: Advice on a specific dismissal or redundancy is out of scope for Ask Counsel and goes to Cam.

Start from what the product does with money, data, health and consumers. Those four drive almost all licensing and compliance for early-stage companies. Everything else is usually general law (consumer law, privacy, employment) that applies to every business.

Watch: Questions about a regulator notice or investigation go straight to Cam.

A few rules regularly surprise founders from the US, UK and Asia: a resident director requirement, consumer guarantees you cannot exclude, opt-in spam rules, award wages, compulsory super paid with wages, and state payroll taxes. Plan for them before you incorporate or hire.

Check the lease and the planning rules before you sign. Retail premises get extra statutory protection in Victoria; office and industrial leases mostly do not, so the negotiated terms matter more. Separately, the council planning scheme must allow your use of the site.

• Retail leases in Victoria come with a minimum five-year term (including options), which the tenant can shorten only with a waiver certificate from the Victorian Small Business Commission. The landlord must give a disclosure statement and the proposed lease at least 14 days before you sign, and outgoings that can be passed on are limited.
• Negotiate assignment and subletting rights: you may outgrow the space or sell the business before the lease ends.
• Watch personal guarantees and bank guarantees, rent review mechanisms, make-good obligations at the end, and who pays for the fit-out.
• Confirm zoning permits your use. Food, alcohol, childcare, manufacturing and anything open to the public can need planning, building, signage or health permits.

The app stores are a second regulator. Apple and Google require a privacy policy, accurate privacy disclosures, in-app account deletion if users can create accounts, and their own payment systems for many digital purchases. Australian law then adds privacy, consumer law and online safety obligations.

• Store rejections are a common launch delay. Read the review guidelines before you design sign-up, payments and data collection.
• Online services that let users interact or post content have obligations under the Online Safety Act and industry codes.
• Age-restricted social media platforms must take reasonable steps to stop under-16s holding accounts (since 10 December 2025). Check whether your product is caught.
• Your privacy policy, store privacy labels and the app’s actual data flows must match. Mismatches are an enforcement and rejection risk.

You need one if you carry on a business of providing financial services (advice, dealing, making a market, custody) in financial products, unless an exemption applies. Many fintechs avoid the need by partnering with a licensee as an authorised representative.

• Payments: proposed reforms would bring payment service providers into the AFSL regime. The draft bills were consulted on in early 2026 and are not yet law.
• Crypto: digital asset and tokenised custody platforms will need an AFSL once the Digital Assets Framework Act commences on 9 April 2027. ASIC has set earlier application deadlines and transitional arrangements, so check them now.

Watch: Whether your specific product is a financial product needs advice, not a chatbot answer.

Misleading claims in marketing (including 'free', 'best', environmental and AI claims), subscription and auto-renewal practices, refund policies that ignore consumer guarantees, and unfair terms in standard contracts.

• You cannot exclude the consumer guarantees. A 'no refunds' sign can itself be misleading.
• New unfair trading practices rules start on 1 July 2027: pre-contract disclosure for subscriptions, an easy-to-find cancellation path (online if sign-up was online), and reminder notices to be set by regulation. Build cancellation into your product now.
• Keep evidence for any comparative or performance claim you make.
• Environmental claims follow the ACCC’s eight principles and remain an enforcement priority.

Commercial emails and texts need consent, clear identification of the sender, and a working unsubscribe. Consent can be express (they opted in) or, in limited cases, inferred from an existing relationship. Scraped or bought lists are not consent.

• Honour unsubscribes within five working days. The link must be free and keep working for at least 30 days after sending.
• You must be able to prove consent, so keep records of when and how each person agreed.
• Onboarding and service emails can drift into marketing. Once they promote, the rules apply.

Keep ASIC details current, pay the annual review fee, pass the annual solvency resolution, lodge tax and BAS returns, and keep proper financial records. Directors must act in good faith, with care and diligence, and must not let the company trade while insolvent.

• Directors can be personally liable for unpaid super, PAYG withholding and GST through director penalty notices.
• Small proprietary companies usually do not need audited accounts. A company that has raised $3m or more through crowd-sourced funding does, as do some others.

Directors can be personally liable for debts the company incurs while insolvent. Safe harbour protects directors who start developing a course of action reasonably likely to lead to a better outcome than administration, but only if employee entitlements (including super) are paid and tax lodgements are up to date.

• Get advice early, while there are still options. A raise, a bridge, cost cuts or a sale all work better before the company is insolvent.
• Unpaid super, PAYG and GST can also make directors personally liable through director penalty notices.
• Keep board minutes showing the plan and why you believed it would work.

Watch: If insolvency is a real prospect, speak to Cam and a restructuring adviser now.

If you spend at least $20,000 a year on eligible R&D (experiments to resolve technical uncertainty), probably. For companies with turnover under $20m the offset is refundable at your company tax rate plus 18.5%, so 43.5% for most startups. Register the activities within 10 months of the end of the income year.

• Routine software development is not R&D. The experiments and the uncertainty they resolve must be documented as you go.
• Register with the Department of Industry before claiming through the ATO.
• Changes announced in the May 2026 Budget would apply from 1 July 2028: a $50,000 minimum spend, a $50m turnover threshold for refunds, refunds limited to companies under 10 years old, higher offset rates and no supporting activities. They are not yet law; plan on the current rules until then.

The Export Market Development Grant (EMDG) reimburses part of eligible export marketing spend for businesses with turnover between $100,000 and $20m, in three tiers depending on export maturity. You need at least two years of trading under the same ABN, and must be able to fund at least $20,000 of eligible spend yourself. Software and IP count as exportable products.

• Pre-revenue startups do not qualify. Tier 1 also requires export training or a readiness test.
• Check Austrade for when rounds open. Grants are matched funding, so you spend first.
• Business.gov.au lists other federal and state grants, many of which close quickly.

No AI-specific law. In December 2025 the government dropped plans for mandatory guardrails and relies on existing law: privacy, consumer law, copyright, discrimination and sector rules. The voluntary Guidance for AI Adoption (six practices) is the benchmark customers and regulators will use.

• From 10 December 2026 privacy policies must describe significant automated decisions.
• Misleading claims about what your AI can do are a consumer law issue.
• Selling into the EU brings the EU AI Act.

A SAFE is usually the fastest and cheapest way to raise a first small cheque. A convertible note suits investors who want debt protection. A priced round suits larger raises, a lead investor, or when you want the valuation settled.

• Several SAFEs with different caps stack up. Model the dilution before you sign each one.
• A note that reaches maturity before a round is a debt the investors can call. Agree what happens at maturity upfront.
• Use the market-standard documents where you can. The Australian Investment Council open-source seed documents (including a post-money SAFE) and AirTree’s templates are what most Australian investors expect, which keeps legal costs and negotiation down.

They set the price at which a SAFE or note converts in the next round. The cap is the maximum valuation used; the discount gives a percentage off the round price. The investor gets whichever is better for them.

• A post-money cap fixes the investor’s percentage before the new round’s money comes in. It makes dilution easy to predict but puts more of it on founders. It is now the Australian and US standard.
• A pre-money cap usually dilutes all holders including the SAFE investors. Know which one you are signing.
• Australian SAFEs often use a cap alone. Convertible notes more often have a cap, a discount (typically 10% to 25%) and interest.

Watch: Whether a particular cap or valuation is good for you is a commercial judgement Ask Counsel will not make.

Sophisticated and professional investors, and up to 20 investors raising up to $2m in any 12 months under the small-scale offering exemption. For the crowd, use an equity crowdfunding platform. Offers to the public otherwise need a disclosure document.

• A sophisticated investor usually provides an accountant's certificate (net assets of at least $2.5m or gross income of $250k in each of the last two years).
• Do not advertise an offer publicly unless an exemption allows it.
• Investors in an early-stage innovation company (ESIC) can get a 20% tax offset (capped at $200,000 a year) and a CGT exemption. ESIC status is tested when shares are issued, so for a SAFE that is at conversion, not when the money comes in. Check eligibility at both points.
• Equity crowdfunding allows up to $5m a year for companies with under $25m in assets and revenue. A proprietary company needs at least two directors to use it.

It must pass an early-stage test and an innovation test. The early-stage test: incorporated or registered within the last three income years (or six, if total expenses over the last three years were $1m or less), expenses of $1m or less and assessable income of $200,000 or less in the prior year, and not listed. The innovation test is either a 100-point checklist or a principles-based self-assessment.

• Qualifying investors get a 20% tax offset and a CGT exemption on shares held 12 months to 10 years. Investors who are not sophisticated lose the incentives altogether if they invest more than $50,000 in ESICs in a year.
• The company reports to the ATO by 31 July after the year in which it issued qualifying shares.
• For a SAFE, test eligibility at conversion, when shares are issued.

Valuation and amount, liquidation preference, board composition, investor consent rights (protective provisions), anti-dilution, pro rata rights, the ESOP pool and founder vesting. These shape control and the outcome on exit more than the headline valuation does.

• Bring your lawyer in at term sheet stage, not after. Once a term sheet is signed, the key positions are very hard to reopen in the long-form documents, and investors will say they were agreed.
• 1x non-participating liquidation preference is the founder-friendly market standard at seed.
• A pool created before the money comes in (“pre-money”) dilutes existing shareholders, not the new investor. Size it to the hiring plan for the next 18 to 24 months, not a round number.
• Term sheets are usually non-binding except for confidentiality, exclusivity and costs. Watch the length of any exclusivity period.

A term sheet, a subscription agreement, an updated shareholders agreement (or deed of accession), constitution amendments if new share classes are created, board and shareholder resolutions, a disclosure letter, and ASIC notices after completion.

• Get your house in order first: signed IP assignments, a clean cap table, up-to-date registers and no informal promises of equity.
• Expect due diligence questions on IP ownership, key contracts, employees and disputes.

That the company owns its IP, the cap table is accurate and every share was properly issued, founders are bound by vesting and restraints, key contracts can survive a change of control, staff are correctly engaged, and there are no hidden disputes or liabilities.

• The most common gaps are missing contractor IP assignments, verbal equity promises, and ASIC filings that do not match the register.
• Fixing gaps before the round is cheaper and keeps your negotiating position.

It can extend runway without dilution, usually after an institutional equity round when revenue or a recent raise supports repayment. Expect security over all company assets, financial covenants, and often warrants. R&D refund advances are a common Australian form.

• Read the default triggers closely. A missed covenant can hand control to the lender at the worst time.
• Check your shareholders agreement: borrowing and granting security usually need investor consent.

Yes, but the job is smaller. Standard documents cut cost, but the commercial terms (valuation, pool, board, leaver terms, warranties) are filled in for each deal. Your lawyer checks the deviations from standard and what you are personally warranting, not every clause.

• Founders often give personal warranties in a round. Make sure they are several, capped and limited in time.
• The company usually pays the lead investor’s legal costs up to a cap. Agree the cap in the term sheet.
• The cheapest time to get advice is before the term sheet is signed. After that, your lawyer is mostly checking that the documents match it.

Preserve the documents, stop sending heated emails, and get the contract or shareholders agreement out to see what it says about disputes. Many agreements require negotiation and then mediation before anyone can sue, and early advice is far cheaper than late advice.

• Work out what the other side really wants. People in disputes act on emotion as much as logic: recognition, an apology, saving face, certainty, or cash flow. A resolution that meets those interests is often cheaper than winning the argument.
• Write down a timeline while it is fresh.
• Do not make admissions or threats in writing. Anything not genuinely aimed at settlement can be used later.
• Diarise any deadline. Some, like a statutory demand, cannot be extended.

Watch: An existing dispute is out of scope for Ask Counsel. It will explain the general options and refer you to Cam.

Start with direct negotiation, move to mediation if that stalls, and treat court as the last resort. Mediation resolves many commercial and founder disputes at a fraction of the cost and time of litigation, and Victorian courts routinely order it anyway.

• Claims up to $100,000 can go to the Magistrates' Court of Victoria, which is cheaper and faster than the higher courts.
• Once proceedings start in Victoria, parties must use reasonable endeavours to resolve the dispute, and courts can penalise them in costs if they do not. In the Federal Court you must file a statement of the genuine steps taken before suing.

It depends on the amount and the type of claim. In Victoria, the Magistrates’ Court hears claims up to $100,000, the County Court has unlimited civil jurisdiction, and the Supreme Court takes large commercial and corporations matters. Some claims have their own forum regardless of size.

• Personal injury and medical negligence are a separate field with their own procedures and time limits. Clever Legal’s claims practice handles them.

A settlement offer made without prejudice except as to costs. If the other side unreasonably rejects it and then does worse at trial, the court can order them to pay your costs on a higher (indemnity) basis, usually from when the offer expired or was rejected. The order is discretionary, but it puts real cost pressure on an unreasonable opponent.

• Make it a genuine compromise, explain why it should be accepted, and leave it open for a reasonable time (often 14 days or more).
• Court rules also provide formal offers of compromise, with more automatic costs consequences. Your lawyer will choose which suits.
• A Calderbank offer is a strategic step in a live dispute. Get advice on the amount and timing.

Send a letter of demand first for most debts. Use a statutory demand only for a clear, undisputed debt of $4,000 or more owed by a company. It is a serious step that starts the path to winding the company up.

• If you receive a statutory demand, act immediately. You have 21 days to pay or to file and serve an application to set it aside, and the court cannot extend that time.

Watch: If you have received a statutory demand, contact Cam today.

Only if the communication is a genuine attempt to settle a dispute. The label helps show intent, but the purpose decides it. Without prejudice offers generally cannot be used as evidence of an admission.

• There are exceptions, for example to prove a settlement was reached or when a court is deciding costs.
• Keep without prejudice correspondence separate from ordinary business emails.

Start with the shareholders agreement: the leaver and vesting clauses usually decide what happens to their shares and at what price. If there is no agreement, a negotiated buyout recorded in a deed is almost always better than a fight.

• A buyout deed covers the share transfer, price and payment terms, resignation as director, IP assignment, mutual releases and confidentiality.
• Agree how the departure will be described to staff and investors. It matters to the round.
• If a minority shareholder is being shut out unfairly, the Corporations Act oppression remedy lets a court order a buyout or other relief. It is expensive, and the threat of it often drives settlement.

Watch: A dispute between existing founders is out of scope for Ask Counsel and goes to Cam.

What is being paid and when, exactly what claims are released (and by whom), confidentiality, non-disparagement, return of property, and what happens if a party breaks it. Sign it as a deed so the release binds without further consideration.

• Make the release mutual where you can, and make sure it covers related companies and individuals.
• Payments to departing employees can have tax and Fair Work consequences. Get advice on the structure.

In Victoria, generally six years from when the cause of action arose for a contract claim and 15 years for a claim on a deed. Many claims have much shorter periods, so check early.

• Do not let a limitation period run while negotiating. Get a standstill agreement or file to protect the claim.
• For an example of how short and technical these periods get, see Clever Legal’s guide to time limits for medical negligence claims.

A common rule of thumb is when outside legal fees approach twice the full cost of an in-house lawyer. That is often somewhere between 50 and 100 staff, or around Series A or B, and earlier in regulated sectors like fintech and health.

• A junior first hire without senior oversight often costs more than it saves. Pair them with a fractional GC.

A playbook sets out your standard position on each key clause, the fallbacks you will accept, and who can approve going further. It lets sales and operations close routine deals without a lawyer. You need one once you sign the same type of contract more than a few times a month.

• Start where volume is highest and stakes are lowest (NDAs, standard customer terms), so routine deals stop waiting for a lawyer.
• Then cover the contracts where turnaround or value matters most, such as enterprise sales, where a slow response costs deals.
• We can build the playbook and administer it for you, handling the escalations it routes to a lawyer.
• A good playbook also makes AI contract review tools far more accurate, because they can apply your positions.

Standardise the routine work (templates, playbooks, self-serve NDAs), sequence the rest by real risk, and use specialists only for the matters that need them. Most legal spend goes on repeat work that does not need bespoke advice each time.

• Fixed fees and a retainer fee credit make spend predictable.
• Track legal spend by matter type for a quarter. The pattern usually shows where to standardise.

Check whether the vendor trains on your data, where data is stored and processed, who owns outputs, whether they indemnify you for IP claims over outputs, security and breach notice terms, and whether confidential and privileged material stays confidential.

• Consumer AI accounts are the main risk. In a February 2026 US case, a person's own chats with a consumer AI tool were held not privileged, partly because the terms allowed the provider to use them. Use enterprise accounts for anything sensitive or legal.
• The Australian Government's AI model clauses are a useful benchmark for what a buyer can ask for.

Define what each agent may do and commit the company to, keep a human approving anything significant, log what it does, and tell customers when they are dealing with AI. Contracts and privacy notices must reflect what the agent actually does.

• An agent that makes or changes commitments (prices, refunds, contracts) can bind the company. Set hard limits.
• If the Privacy Act applies to you, from 10 December 2026 your privacy policy must describe decisions made substantially by software using personal information that could significantly affect people.
• Allocate liability with your AI vendors for agent errors, not just model outputs.

Yes, once staff use AI with company or customer information. Keep it short: which tools are approved, what data may never go into them, when output must be checked by a person, and who to ask.

• Approve enterprise tools and block consumer accounts for work data.
• Align it with customer contracts. Many enterprise customers restrict how their data can be used with AI.

Investors take preference shares with stronger protections. Expect protective provisions (investor vetoes over new issues, a sale, constitution changes and ESOP increases), a board with investor seats and often an independent director, an ESOP top-up, and full due diligence.

• Option pools of 10% to 15% after the round are common, usually funded by the founders before the new money comes in.
• Boards of two founders, one or two investors and one independent are typical.
• Founder warranties become more extensive. Negotiate caps and time limits.

Sellers usually prefer a share sale: one clean exit, with the company and its history going to the buyer. Buyers often prefer an asset sale: they pick what they want and leave liabilities behind. The answer usually comes down to tax, liabilities and how many contracts need consent.

• A buyer of shares relies on warranties and indemnities for the company's past. Warranty and indemnity insurance is now common in mid-market deals and can replace a large escrow.
• Going concern GST-free treatment needs payment for the supply, a buyer who is registered (or required to be), a written agreement that it is a going concern, and the seller supplying everything needed to run the business and carrying it on until the day of sale.

Watch: The tax outcome often decides the structure. Get tax advice early.

Clean up early: confirm IP ownership, tidy the cap table and registers, check key contracts for change-of-control and assignment clauses, confirm staff are correctly engaged, and set up a data room. Deals slow down and prices fall when a buyer finds problems.

• Run a competitive process if you can. One bidder sets the price; two set the market.
• Keep any exclusivity period short (often 30 to 60 days) and tied to progress.
• Decide what you will accept on price structure: cash at completion, shares in the buyer, deferred payments or an earn-out.
• Earn-outs are a common source of post-deal disputes. Define the metrics precisely and limit what the buyer can do that would reduce them.
• Start the disclosure letter early. Disclosing a problem against the warranties is far better than a warranty claim later.
• Map consents: contracts with change-of-control or assignment clauses, key licences, landlord consent.
• Plan for key staff. Buyers often make retention a condition, so understand who matters and what will keep them.
• Negotiate the size and duration of any retention or escrow, and consider W&I insurance to reduce it.
• Restraints on sellers and transitional services are normal. Keep them proportionate.
• Get tax advice early. Small business CGT concessions and the share-or-asset choice can change the after-tax price substantially.

Most Australian startups open a UK subsidiary: a separate company that limits liability and looks local to customers and staff. A branch is simpler on paper but exposes the Australian parent and puts its accounts on the UK public register. A UK holding company (a 'flip') only makes sense if the business and investors are moving to the UK.

• UK corporation tax is 25% on profits above £250,000 and 19% up to £50,000, with marginal relief in between. Both thresholds are divided by the number of associated companies worldwide, including the Australian parent, so a UK subsidiary’s are at most £125,000 and £25,000.
• Transfer pricing applies to dealings between the Australian parent and the UK company. Agree an intercompany services agreement.

Watch: Group restructures and flips are tax-driven. Get tax advice in both countries.

Every director must verify their identity with Companies House: new directors before appointment, existing directors by the company’s next confirmation statement, all within the transition year ending in November 2026. People with significant control verify too; where that is the Australian parent company, it names a relevant officer who verifies. Acting while unverified is an offence.

• Australian-resident directors can verify through GOV.UK One Login or an authorised agent.
• A branch registers with Companies House within one month of opening.

The Australian parent may be able to grant UK tax-advantaged EMI options over its own shares, if it is independent, has a UK permanent establishment (often through the UK subsidiary) and meets the trading tests. A UK subsidiary cannot grant EMI options over its own shares. Otherwise use an unapproved option sub-plan.

• From 6 April 2026 the EMI limits rose: £6m of options per company, gross assets up to £120m, fewer than 500 employees, and exercise allowed for up to 15 years.
• Add a UK sub-plan to the Australian ESOP rather than starting a separate scheme.

Watch: EMI eligibility is tax advice. Confirm with a UK tax adviser before granting.

Usually only when US investors require it, and earlier is cheaper. A flip swaps every shareholder’s Australian shares for shares in a new US parent. Done properly, Australian shareholders can get CGT rollover relief, but every detail of the swap must line up.

• AirTree estimates a baseline cost of around US$30,000, and four to six weeks for a simple flip (six to eight alongside a raise).
• Existing ESOP options need replacing under the new parent’s plan without losing their tax treatment.
• Get US and Australian tax and legal advice together. Group tax residence and ongoing compliance get more complex.

Watch: A flip is tax-driven. Ask Counsel can explain it but will refer the decision to Cam.

Yes. Build to the stricter UK GDPR standard and add the Australian specifics: overseas disclosure, Australian complaints routes and, from December 2026, disclosure of significant automated decisions if the Privacy Act applies to you. One privacy notice and one internal framework is cheaper to keep accurate than two.

• UK law changed with the Data (Use and Access) Act 2025. Most data protection changes started on 5 February 2026.
• Transfers from the UK to Australia need a transfer mechanism such as the UK International Data Transfer Agreement or addendum.

Sequence legal work like product work. Do what you cannot get wrong now, and delay what does not yet carry real risk. That is Minimum Viable Legals.

Use fixed fees for one-off documents. Take a retainer once you need a lawyer on call most months. Move to a fractional GC when legal work touches the board, investors and regulators every week and you need someone embedded.

• Regulated businesses and those selling to enterprise customers usually need a retainer early. Security questionnaires, DPAs and contract redlines arrive every week, and procurement expects fast answers.
• Prices are indicative 'from' figures, exclusive of GST, and confirmed at scoping.
• Response guarantees run from confirmed instructions and receipt of all required documents.

Acts as your head of legal for part of the week: sits in on board and leadership decisions, runs investor and capital work, represents the company in enterprise negotiations and with regulators, manages risk and outside specialists, and builds the playbooks and processes that let the team move without a lawyer for routine matters.

• Having a senior lawyer front a major customer negotiation, or a regulator inquiry, changes the dynamic. The other side knows decisions can be made on the spot.
• It suits companies that need senior judgement but not a full-time hire.
• A good fractional GC reduces outside legal spend by standardising work and sending only real specialist matters out.

Start with one high-volume task (NDA review, contract triage, policy questions), give the tool your playbook, keep a lawyer reviewing outputs, and measure time saved before expanding. Pick tools on data protection terms first and features second.

• Build skills alongside tools. The value comes from people who know when to trust the output.
• Record which tools are approved for which data in your AI use policy.

Map the process first, then buy. Most failed legal tech projects bought a tool before deciding what problem it solved. Shortlist on data protection, integration with the tools your team already uses, and whether non-lawyers will actually use it.

• Run a short pilot with real contracts before committing to a multi-year licence.
• Check exit terms: you need your data back in a usable format.