Oceania

Australia: contracts, corporate, trademarks and employment

Australia combines a single national Corporations Act and Fair Work Act with state-based contract law and a well-run trade mark office. Foreign groups usually operate through a proprietary limited company with a resident director, employ under the National Employment Standards and award system, and must satisfy a specific disclosure regime before offering employee equity.

Review a contract here, US$490 File a trademark, US$950 per class

Contracts Corporate Trademarks Employment Products here Questions

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Who signs off and files here
LegalMatrix prepares documents on its AI-assisted workflow and delivers in Australia through an Australian law firm engaged as its delivery partner. Every document is reviewed and signed off by an Australian legal practitioner holding a current practising certificate before release. Trade mark searches and IP Australia filings are handled by a registered trade marks attorney.

Contracts

Topic	Essentials
Governing law	Contract law is common law with state and territory statutes; parties may choose the law of any state (New South Wales and Victoria are common) and may choose a foreign law for international contracts. The Australian Consumer Law applies mandatory guarantees and unfair contract terms rules to consumer and small business contracts regardless of the chosen law.
Language	English.
Electronic signature	The Electronic Transactions Act 1999 (Cth) and matching state and territory Acts give an electronic signature effect where the method identifies the person and indicates their intention, is as reliable as appropriate for the purpose and the recipient consents (section 10). Since the Corporations Amendment (Meetings and Documents) Act 2022, companies may execute documents, including deeds, electronically and in split counterparts under sections 110A and 127 of the Corporations Act 2001. Some state rules on wills, affidavits, statutory declarations and land dealings still require particular formalities; check the relevant state authority.

A company executes a document under section 127 by two directors, a director and company secretary, or a sole director who is also secretary (or a sole director with no secretary); counterparties may rely on the statutory assumptions in section 129.
Unfair contract terms in standard-form small business contracts have been subject to civil penalties since November 2023; check the ACCC.
Security interests in personal property must be registered on the Personal Property Securities Register to have priority.
Stamp duty on share transfers has been abolished in every state, but landholder duty may apply where a company holds significant land.

Corporate

Topic	Essentials
Director duties	Sections 180 to 184 of the Corporations Act 2001 impose duties of care and diligence, good faith in the company's interests and for a proper purpose, and prohibitions on improper use of position or information; section 588G imposes personal liability for insolvent trading. A proprietary company must have at least one director ordinarily resident in Australia, and every director needs a director identification number.
Shareholder rights	Ordinary resolutions pass by simple majority and special resolutions by 75 per cent of votes cast. Members of a proprietary company may pass circulating resolutions, have inspection rights and may apply for relief from oppressive conduct under section 232. The replaceable rules apply where the constitution is silent.
Share transfers	Shares are transferred by a transfer form approved by the board under the constitution and shareholders' agreement, recorded in the register of members and notified to ASIC within 28 days for proprietary companies. No stamp duty applies to the transfer itself.

ASIC's annual review and solvency resolution replace a conventional annual return for most companies.
A proprietary company may have no more than 50 non-employee shareholders and may not offer shares to the public.
Large proprietary companies (meeting two of the revenue, assets and employee thresholds; check ASIC) must lodge audited financial reports.
Australia has no public beneficial ownership register at the review date; reforms have been consulted on, so check the Treasury.

Trademarks

Approximate time from filing to registration without opposition, compared with two other offices. Compare all ten.

Topic	Essentials
Authority	IP Australia
System	First to file for registration, but ownership turns on first use or first application in Australia, and an earlier user may defeat or obtain removal of a later registration.
Time to registration	Examination usually takes 3 to 4 months. A mark cannot be registered earlier than about 7.5 months from filing because of the convention priority window and the opposition period, so approximately 8 to 12 months in total; check the authority.
Classes	Nice Classification. Fees are charged per class; a standard application starts at AUD 250 per class and the TM Headstart pre-assessment service costs more (check the authority).
Opposition	2 months from advertisement of acceptance in the Australian Official Journal of Trade Marks.
Term	10 years from the filing date, renewable for further 10-year periods.

An address for service in Australia or New Zealand is required; trade marks attorneys are registered under the trans-Tasman regime.
Australia is a member of the Madrid Protocol.
A registration may be removed for non-use if it has not been used for a continuous period of three years (subject to a waiting period after filing; check the authority).
TM Headstart gives an examiner's preliminary view before the application is formally filed, which is useful for new brands.