Business Setup Lawyers Melbourne | Startups · Business Sale · Not-for-Profit

Whether you are acquiring or selling a business, launching a startup or establishing a not-for-profit organisation, a sound legal structure is the foundation of long-term success. Henton Legal advises founders and business owners at the formation stage, drafting core legal documents that are designed to support the business as it grows — not just meet the immediate requirements of day one.

Business Sale and Purchase

Acquiring or selling a business involves asset valuations, due diligence, contract negotiation and careful attention to transition issues. Any gap in advice at this stage can create legal and financial risks that are difficult to unwind. We provide end-to-end legal support for business sale and purchase transactions:

Buyer services: Legal due diligence to identify risks; review and negotiation of purchase contract terms; advice on asset transfers, licence assignments and employee transition requirements.

Vendor services: Preparation of sale documentation and disclosure materials; drafting and negotiating the sale agreement; advising on restraint of trade obligations and post-completion matters.

Transaction structure: Advice on whether an asset sale or share sale better suits your tax, liability and commercial objectives, and what each structure means in practice.

Startup Legal Services

The legal decisions a startup makes early on often determine its future trajectory. Choosing the right company structure, defining shareholder rights and obligations, and designing a fair equity allocation from the start can prevent costly disputes down the track. We provide the following for early-stage businesses:

Shareholder Agreement

A well-drafted shareholders agreement is the most effective tool for preventing future disputes. We tailor each agreement to the company\’s specific circumstances and cover: shareholder rights and obligations; decision-making and voting thresholds; profit distribution; share transfer restrictions (pre-emption rights, drag-along, tag-along); exit mechanisms and deadlock resolution; non-competition and confidentiality obligations. We ensure the agreement balances the interests of all shareholders while preserving flexibility for the company\’s future growth.

Vesting Agreement

For co-founders and key team members, a vesting arrangement ensures long-term commitment and protects the company and other shareholders if someone departs early. We design and draft bespoke vesting agreements covering: vesting period and milestones; cliff period provisions; accelerated vesting triggers (such as a company acquisition); and treatment of unvested shares on departure.

Company Structure and Registration

We advise founders on selecting the right business structure — proprietary limited company, partnership, trust or other — and complete the company registration, ASIC compliance and constitution drafting, so the business operates from a legally sound foundation from day one.

Not-for-Profit Organisation Setup

Establishing a not-for-profit organisation involves specific legal structures and regulatory requirements. We have extensive experience in this space and can assist with:

Structure selection: Advising on the most suitable legal form — incorporated association, company limited by guarantee or other structure — based on your mission and operating model.

Governing documents: Drafting a constitution and governance framework that meets ACNC (Australian Charities and Not-for-profits Commission) requirements and positions the organisation for effective, compliant operation.

Tax concession applications: Assisting with applications for DGR (deductible gift recipient) endorsement and income tax exemption, helping your organisation secure the resources and concessions it needs.

Early Intervention in Shareholder Disputes

Unresolved shareholder disagreements can escalate quickly and bring the business to a standstill. We intervene early to resolve disputes through non-litigious means:

Strategic negotiation: Drawing on our understanding of corporate law and shareholder dynamics, we negotiate to identify a workable solution that all parties can accept.

Mediation coordination: Where a neutral third party would assist, we facilitate mediation in a confidential and flexible setting, avoiding the reputational and operational risks of public proceedings.

Exit mechanism enforcement: Acting on buy-out, compulsory transfer or other exit provisions in the shareholders agreement to bring about an orderly resolution.

Document review and improvement: Using the dispute as a catalyst to review and strengthen the shareholders agreement and constitution, reducing the risk of similar issues arising in the future.

Why Choose Henton Legal?

Startup law expertise: We understand the unique challenges of early-stage companies. We go beyond drafting documents — we provide forward-looking legal advice from a commercial perspective, drawing on practical experience with founder-led businesses.

Non-litigious first: The best dispute resolution is prevention. When conflicts arise, we pursue negotiation and mediation before litigation, minimising disruption to your business and reducing costs.

Bilingual service: We provide legal services in English and Chinese, ensuring founders and business owners from Chinese-speaking backgrounds fully understand the legal documents governing their business.

Long-term thinking: Every document we draft is designed with the company\’s long-term growth in mind. We ensure shareholders agreements and constitutions allow room for future fundraising, expansion and exit.

Other Legal Services

Beyond business setup, we also advise on commercial disputes, property conveyancing, share transfers and loan agreements. If you are looking for a trusted Melbourne lawyer, we are here to help.

The content on this page is provided by Henton Legal for general information purposes only and does not constitute legal advice. Please consult a qualified lawyer for advice specific to your circumstances.