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Your start-up legal questions answered

First you’ll need to set up a company. Or maybe even two! In today’s fast-paced ecosystem, starting with a single Pty Ltd company often works for bootstrapped founders – It can house your IP, trademarks, and initial funding. But for optimal risk management, consider a dual-structure: a holding company to safeguard core assets (like proprietary tech or equity stakes) and a trading entity for day-to-day operations.
With remote work on the rise, ensure your setup complies with updated Corporations Act requirements for distributed teams. We can guide you through ASIC registration in as little as 48 hours, minimizing setup costs while maximizing scalability.

A shareholders agreement. Essential for any co-founder dynamic, a tailored shareholders’ agreement (SHA) is your blueprint for harmony and growth. It outlines equity splits, vesting schedules (crucial for retaining talent in a competitive market), decision-making protocols via board votes or supermajority clauses, and clear exit strategies – like drag-along rights for acquisitions. We’ll craft a shareholders’ agreement that’s built for real-world growth: clear vesting rules, robust dispute resolution, fair exit provisions and investor-friendly clauses that actually help you raise capital – not scare it away.

You will no doubt have a brand name or logo that is uniquely yours. Your brand is your start-up’s heartbeat – protect it early by registering trademarks with IP Australia for nationwide (and international) enforcement under the Trade Marks Act. This not only blocks copycats but also boosts your valuation during investor pitches, as VCs now prioritize IP audits. With AI-generated logos proliferating, include class- specific protections (e.g. for software or apps) and monitor for infringements via automated tools. Pro tip: Bundle it with domain and social handle secures to create a seamless digital fortress – we handle the filings to keep your focus on innovation.

It’s critical to have a watertight employment agreement for your employees. As your team expands – whether full-time hires or gig freelancers – custom employment contracts are non-negotiable to shield against Fair Work claims and secure your IP. Key inclusions: automatic assignment of inventions (vital for tech start-ups), non- compete clauses compliant with 2025 reforms, and flexible remote work provisions. Pair this with NDAs for contractors accessing sensitive data, like algorithms or customer insights, to prevent leaks in an era of hybrid collaboration. Our templates are start-up optimised for equity incentives and mental health clauses, ensuring compliance while fostering loyalty – get yours drafted today to build a resilient workforce.

Yes, absolutely – even (especially) when you trust each other completely. A short, plain-English founders’ agreement covers who owns what percentage, what happens if one of you wants to leave or stops pulling your weight, and how decisions get made. We see far too many “mates” fall out six months in and have no rules to fall back on. It’s straightforward to put in place and usually ready within a couple of weeks – the best insurance policy you’ll ever buy for your friendship and your business.

At minimum: a proper employment contract (or contractor agreement) plus a short confidentiality and IP assignment deed. The contract sets pay, hours, leave, notice period and includes a clause that says anything they create for the business automatically belongs to the company (super important for tech and creative start- ups). We have simple, Fair Work-compliant templates that are start-up friendly and won’t scare off good people. Get these signed before day one and you’ll sleep much better.

If you coded or designed it yourself while you’re the sole founder, you’re usually fine — but the moment you bring on co-founders, employees or contractors you need written IP assignment clauses. We add one or two extra sentences to your employment/contractor agreements plus a short standalone IP deed if needed. Takes 10 minutes to explain and prevents the nightmare of someone claiming they own part of your core product later on. Do it early, do it once, done.

The Clearscope difference

We are a leading boutique commercial law firm based in Melbourne. Our lawyers are commercial law specialists, with many years of experience both in private practice and as in-house counsel for local corporate groups and international businesses.

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What our clients are saying

ampetus-testimonial
My company saved hundreds of thousands of dollars and untold misery through detailed, thorough and sharp examination of a contract that we ultimately signed (with suggested amendments from Clearscope Legal) with one of our suppliers.
Abraham Jacks
Director, Ampetus Energy
patterson-testimonial
Clearscope Legal has consistently achieved results and minimised cost to our business – in areas including dispute resolution, business law, employment and recoveries. Their broad experience, and clear, direct and decisive approach has been invaluable
Stuart Patterson
Director, Pattersons Build Group
csi
Car Stackers International highly recommends Clearscope Legal. We have been extremely satisfied with their industry focus, high levels of service and professionalism.
Jamie Polkinghorne
Director, Car Stackers International
lotus-testimonial
We recently engaged Clearscope to undertake a review of our standard terms and conditions of sale. With thousands of customers this is important to our business and we found Raphael to be very responsive and knowledgeable. He also recently kept us up to date with emerging developments in this space which was most appreciated.
Graeme Williamson
Managing Director, Lotus Commercial
digital-autopiot-testimonial
Raphael Brown is a smart, efficient, knowledgeable and extremely commercially astute lawyer. I would highly recommend him to any individual or business who cares about protecting their interests and making legally wise decisions.
Joel Gerschman
Director, Digital Autopilot
Skand-testimonial
As a technology platform vendor, we need to ensure that our contracts are watertight and that our intellectual property is fully protected. We highly recommend Clearscope Legal, and always know that we can count on them for their impeccable attention to detail, and their commercial and down to earth approach.
Zak Levick
Chief Operations Officer, Skand