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Corporate Law

Working With You to Meet Your Company’s Obligations

Managing a company involves more than daily operations. Obligations of a corporation include such things as director duties, shareholder management, business structures, and ASIC compliance, which must be handled carefully to avoid unnecessary risk.

At Citilawyers, we advise companies and help them to understand and apply the rules set out in the Corporations Act 2001. We support directors, shareholders, and business owners in making informed decisions that protect long-term growth.

What Is Corporate Law?

Corporate law refers to the legal framework governing how companies are created, managed and regulated in Australia. These rules come primarily from the Corporations Act 2001, which sets out:

  • how law corporations are formed and operated
  • the responsibilities of directors
  • the rights of shareholders
  • reporting and compliance requirements for ASIC

It ensures companies operate transparently, responsibly, and in line with statutory obligations.

Common Corporate Law Issues

1. Choosing the Right Business Structure

A company’s structure affects tax, liability, growth potential, and investor readiness. Many businesses seek advice when:

  • receiving conflicting recommendations at the start
  • finding their current structure no longer suitable
  • preparing for investment rounds
  • wanting to reduce exposure to personal liability

Our corporate lawyers advise on suitable structures and advise on company formation and registration in line with the Corporations Act 2001, and drafting of shareholder agreements.

2. Shareholder Agreements

Shareholder disagreements can halt decision-making and affect company stability. Common issues include:

  • disagreements over key business decisions
  • concerns about fairness between shareholders
  • uncertainty around exits, transfers or buyouts
  • unclear or outdated shareholder agreements

A well-drafted shareholder agreement reduces the risk of disputes by setting out rights, responsibilities, valuation methods, voting rules, and processes for share transfers.
We draft agreements tailored to each company’s structure, stage of growth, and commercial needs.
We also assist with constitutions; explain your rights under the Corporations Act, and assist with negotiation, mediation, and, if needed, corporate litigation resolution. For corporate disputes that proceed to court proceedings, including shareholder claims and director actions, our Sydney litigation team acts in Supreme Court and Federal Court matters.

1. Choosing the Right Business Structure

A company’s structure affects tax, liability, growth potential, and investor readiness. Many businesses seek advice when:

  • receiving conflicting recommendations at the start
  • finding their current structure no longer suitable
  • preparing for investment rounds
  • wanting to reduce exposure to personal liability

Our corporate lawyers advise on suitable structures and advise on company formation and registration in line with the Corporations Act 2001, and drafting of shareholder agreements. For day-to-day commercial contracts, customer agreements, and supplier dealings, see our commercial lawyers in Sydney page.

2. Shareholder Agreements

Shareholder disagreements can halt decision-making and affect company stability. Common issues include:

  • disagreements over key business decisions
  • concerns about fairness between shareholders
  • uncertainty around exits, transfers or buyouts
  • unclear or outdated shareholder agreements

A well-drafted shareholder agreement reduces the risk of disputes by setting out rights, responsibilities, valuation methods, voting rules, and processes for share transfers.
We draft agreements tailored to each company’s structure, stage of growth, and commercial needs.
We also assist with constitutions; explain your rights under the Corporations Act, and assist with negotiation, mediation, and, if needed, corporate litigation resolution. For corporate disputes that proceed to court proceedings, including shareholder claims and director actions, our Sydney litigation team acts in Supreme Court and Federal Court matters.

3. Understanding Director Duties

Directors must act with care, diligence and good faith, while avoiding conflicts of interest. Breaches can result in personal liability, penalties or disqualification.

Directors often seek advice when:

  • they are unsure of their duties
  • they are concerned about board decisions
  • they want to improve practices
  • they receive inquiries from ASIC

We provide clear explanations of obligations and help establish sound procedures. For a detailed explanation of each director duty under the Corporations Act, see our article on directors’ duties. Directors facing solvency concerns or insolvency proceedings should also see our insolvency lawyers Sydney page for guidance on director liability and recovery options.

4. ASIC Compliance and Reporting

Companies must update ASIC with changes and meet ongoing filing requirements. Many busy directors and business owners find this difficult to manage.
Common concerns include:

  • uncertainty about lodgement deadlines
  • penalty notices for late filings
  • difficulty keeping records organised

We assist with maintaining ASIC records, preparing lodgements, and ensuring compliance is consistently met. For company-related property and leasing matters, including commercial lease negotiation, leasehold disputes, and strata issues affecting corporate premises, see our commercial lease and property lawyers Sydney page.

5. Company Restructuring or Updating Governance Documents

As a company grows, its structure may need to be updated, whether to admit new investors, issue new share classes, prepare for a sale, or modernise constitutional documents.

Our corporate law solicitors assist with:

  • constitutional updates
  • restructuring under the Corporations Act 2001
  • share structure changes
  • ensuring all ASIC requirements are met

For business acquisitions, share sales, and corporate transactions, see our mergers and acquisitions lawyers page.

A realistic, high-end photograph of a lawyer's hands organizing metallic cubes on a corporate structure diagram, emphasizing corporate law and strategic business protection. The scene is set on a dark wood desk in a Sydney office at night, featuring a "Constitutional Update" document, a fountain pen, and a legal seal under the warm glow of a desk lamp. No faces are visible.

5. Company Restructuring or Updating Governance Documents

As a company grows, its structure may need to be updated, whether to admit new investors, issue new share classes, prepare for a sale, or modernise constitutional documents.

Our corporate law solicitors assist with:

  • constitutional updates
  • restructuring under the Corporations Act 2001
  • share structure changes
  • ensuring all ASIC requirements are met

For business acquisitions, share sales, and corporate transactions, see our mergers and acquisitions lawyers page.

A realistic, high-end photograph of a lawyer's hands organizing metallic cubes on a corporate structure diagram, emphasizing corporate law and strategic business protection. The scene is set on a dark wood desk in a Sydney office at night, featuring a "Constitutional Update" document, a fountain pen, and a legal seal under the warm glow of a desk lamp. No faces are visible.

Our Corporate
Law Services

  • Business Structure & Company Formation: We provide guidance and establish your business in line with the requirements of the Corporations Act 2001.
  • Shareholder Agreements & Disputes: We are involved in law corporations in drafting and reviewing shareholder agreements and resolving issues. For disputes between shareholders that require legal intervention, including oppression claims and share buy-out orders, see our shareholder disputes lawyers page.
  • Director Duties & Governance: Supporting directors to realise their obligations and handle the risks.
  • Taking care of documents, filing, and correspondence with ASIC is referred to as compliance with ASIC.
  • Handling constitutional amendments, new share classes, and reorganisations.
  • Preparing constitutions, board charters, and compliance policies.

For guidance on corporate governance, directors’ duties, and shareholder disputes, check out our corporate governance lawyers page.

Why Choose Us as Your Commercial Law Firm

At Citilawyers, your needs come first. Here's what to expect:
  • Clear guidanceWe explain the Corporations Act 2001 in practical terms.
  • Tailored adviceEvery company’s goals differ, and our advice will reflect that.
  • Reduced administrative burdenWe help manage filings and compliance so you can focus on operations.
  • Preventative approachStrong governance and clear agreements help avoid disputes before they arise.

Frequently Asked Questions

What is the difference between a director and a shareholder?

A shareholder owns part of the company and is entitled to a share of profits and, in most cases, a vote on major decisions. A director manages the company’s day-to-day affairs and carries personal legal duties under the Corporations Act, including acting in good faith and avoiding conflicts of interest. A person can be both, and in many small companies, the same individuals hold both roles, but the legal obligations attached to each role are separate, and confusing the two is a common source of disputes.

Do I need a shareholders agreement if it's just me and my business partner?

Yes, particularly with only two shareholders. Without an agreement, disputes between equal partners can deadlock the company entirely, since there is no built-in mechanism to break a tie. A shareholders agreement sets out how decisions are made, what happens if one partner wants to exit, how the business is valued if a buyout is needed, and how disagreements are resolved, all of which prevent a personal falling-out from becoming a company-threatening crisis.

What happens if I breach my duties as a director?

Consequences depend on the nature and seriousness of the breach. They can range from ASIC investigation and civil penalties, to personal liability for company debts in cases involving insolvent trading, to disqualification from acting as a director in serious cases. Directors are generally protected where they have acted honestly, with reasonable care, and on an informed basis, which is why documenting the basis for significant decisions matters as much as the decisions themselves.

How much does it cost to set up a proper company structure?

Cost depends on the complexity of the structure required. A straightforward company registration with a basic constitution is relatively inexpensive. Where the structure involves multiple shareholders, a trust, or planning for future investment, the cost increases to reflect the additional drafting and advice required, but this is also where getting the structure right early saves significantly more in restructuring costs or dispute resolution down the track.

What do I need to report to ASIC, and how often?

Companies must notify ASIC of certain changes as they happen, including changes to company officeholders, registered address, and share structure, and must pay an annual review fee to keep the company registered. Missing these obligations can result in penalties and, in serious cases, deregistration of the company. We can review your current compliance position and confirm what, if anything, is outstanding.

Can I be personally liable for my company's debts?

Generally, no. Operating through a company is specifically designed to separate your personal assets from the company’s liabilities. However, personal liability can arise where you have given a personal guarantee, where you have engaged in insolvent trading as a director, or where you have used the company structure to avoid an existing personal obligation. Understanding where these exceptions apply is essential before assuming a company structure fully protects your personal assets.

Speak With a Corporate Law Lawyer Today

Whether you need help with shareholder issues, governance, business structuring or ASIC compliance, our corporate law team can assist.

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