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Corporate & Commercial

Contracts, structures and governance for businesses that need the paperwork to hold when something goes wrong.

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Mergers & Acquisitions

Buying or selling a business, from the term sheet and due diligence through to completion and the restraints that follow.

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Litigation & Dispute Resolution

Commercial disputes in the NSW, ACT and Federal courts, resolved early where that is possible and run properly where it is not.

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More of what we do

Property

Wills and Estates

Industries we act for

The track record

International Service

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Government and Defence

Supplying government and the defence industry.

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Technology and Software

Your product scales digitally. Your contracts have to scale with it.

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Financial Services

A regulated business, on solid legal footing.

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Also live

Real Estate and Construction

Retail, Trade and Consumer Goods

Transport, Logistics and Shipping

See all industries
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Legal Administration Assistant, Canberra

Canberra office, full time, on site.

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Sydney or Canberra, open all year.

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More about working here

Our people

The track record

What we write

All careers
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Articles

Where the law changed, what it now requires, and what a business has to do about it.

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Guides

One question worked through end to end, with the provisions and the decisions it rests on.

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Case notes

What a judgment decided, and what follows from it for anyone in the same position.

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Latest, and longer form

Modern award coverage: what a high salary does not buy

Pathological arbitration clauses in Singapore

Auditor liability in Singapore and Australia

Guide: directors’ duties and the compliance calendar

Guide: shareholder agreements

The whole library
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Germany

A German desk for businesses moving between Australia and the German-speaking market.

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Singapore

Singapore law where it governs the contract, and the arbitral seat that carries much of the region’s work.

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Vietnam

Market entry, supply arrangements and dispute resolution for Vietnam.

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Worth reading first

Vietnam arbitration

Defective arbitration clauses in Singapore

European privacy law for Australian business

Award coverage for German employers

International services
Corporate and Commercial

We set companies up, document who owns them, and paper what they do.

For businesses in New South Wales and the Australian Capital Territory, and for German and Austrian companies establishing and running an Australian entity. Around a quarter of this practice is inbound work from the German-speaking market.
2007
Practising in Australia since
3
Offices: Sydney, Canberra, Frankfurt
2
Legal systems, one team
1
Principal on every matter
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Setting up and running an Australian company

Six stages, and the decisions inside them

01

The structure, before the company exists

Whether the Australian business should be a subsidiary, a branch, a joint venture or something held through a trust. This is the decision that is expensive to reverse and cheap to get right, and it is the one point where we want an accountant in the room before we draft, not after.
02

Incorporation, and the people the law requires

A proprietary company needs at least one director who ordinarily resides in Australia, and a public officer for tax purposes. Every director, wherever they live, must also hold an Australian director identification number before appointment, which for people outside Australia takes time to arrange. For an offshore parent that is usually the first practical obstacle. We can act in both roles for client companies, which is not a service every firm offers. Both roles carry personal liability under Australian law, so we take them on deliberately and on agreed terms.
03

The documents between the owners

A constitution says how the company works. A shareholders agreement says what the owners have agreed between themselves, including what happens when one of them wants out, dies, or stops contributing. Without one there is often no rule at all: a shareholder who wants out has no right to be bought out, a deceased shareholder’s shares pass to their estate, and a shareholder who stops contributing keeps their shares regardless.
04

The contracts the business runs on

Supply, distribution, services, software, leases and credit terms. The work is not the drafting so much as deciding which risks the business should carry and which it should push back, then making the words match that decision.
05

People, and what the business builds

Employment contracts and contractor arrangements, restraints, and equity for the people you want to keep. Alongside that, making sure the intellectual property the business is creating actually ends up owned by the company rather than by a founder or a developer.
06

Changing it later

Bringing in an investor, transferring shares, varying what the owners agreed, restructuring, or selling. Each of these reopens the documents from stage three, which is why they are worth getting right at the start. Where a transfer or a raise has tax consequences, the accountant’s numbers come before our drafting.
Selected matters

Work we have done

Clients are not named. The structure of the matter, the role we took and the jurisdictions are.
Inbound establishment

Resident director and public officer for European groups entering Australia

Appointed into both roles for several inbound companies, alongside the incorporation and the governance that goes with them.
Ongoing appointments · NSW and Germany
Technology

Company structure and an employee equity plan

Advised on the structure and documented the plan for a growing technology business.
Structuring and equity · ACT
Cross-border structuring

Restructuring an Australian operation held from Germany

Acted on the Australian side, with our Frankfurt office on the German side of the same structure.
Two jurisdictions · Australia and Germany
Franchising

Acquisition of a franchised business

Acted for the incoming franchisee, including the franchisor’s documents and the transfer.
Franchise acquisition · NSW
Software

Development agreement for a safety technology platform

Acted for the company commissioning the build, with the intellectual property position as the main issue.
Development and IP · NSW
Shareholder arrangements

Variation of a shareholders agreement alongside an asset sale

Acted for one shareholder, on both the variation and the sale documents it sat with.
Shareholders agreement · NSW and Germany
Trade credit

Credit account terms and the security registration behind them

Drafted the terms and dealt with registration on the Personal Property Securities Register.
Terms and PPSR · NSW
Agribusiness

Export licence application for a food producer

Acted for the producer through the application.
Regulatory approval · NSW
Who does the work

The person you meet is the person who runs it

Fabian Hoffmann, Principal at Boettcher Law

Fabian Hoffmann

Principal · Sydney, Canberra and Frankfurt
Juris Doctor (ANU) and the First State Examination in Law (Bielefeld). Admitted in the ACT, Notary Public, and Vertrauensanwalt for Germany and Austria. Works in German and English.
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Mason Keene-McCann, Principal at Boettcher Law

Mason Keene-McCann

Principal · Canberra
Admitted in the Supreme Court of Victoria and holds an ACT practising certificate. Works with barristers and experts on contested commercial matters.
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Annie Jin, a lawyer from Sydney

Annie Jin

Solicitor · Sydney
Juris Doctor (University of Sydney) and a Bachelor of Commerce (Auckland) majoring in management and commercial law. Admitted in July 2024. Works in English and Mandarin, and carries much of the firm’s day to day corporate and contract work.
Senior experience

Experience the practice can call on

Neither of them is the person you would deal with day to day. They are the senior experience this practice is built on.
Uwe Boettcher
Consultant · Canberra
More than forty years in commercial and corporate law. Began in 1978 at the firm now known as King and Wood Mallesons, was a founding member and Managing Partner of Meyer Boettcher and Clapham, and later Special Counsel at MinterEllison and a partner at Abbott Tout. Elected a Fellow of the Financial Services Institute of Australasia in 2007. Over his career he has acted for Australian public companies, banks and credit providers. He consults to the firm on commercial strategy and does not practise as a solicitor.
Dermott Lynch
Special Counsel
More than twenty five years in commercial law, banking and litigation, as a partner of national firms and in businesses he founded himself. Works with banks, non-bank lenders, fund managers and smaller businesses, with a particular focus on financial services licensing and regulatory compliance.
Australia and Germany

One team, both legal systems

Where a matter runs across both jurisdictions, the German side is handled by our Frankfurt office under German law, not passed to correspondent counsel and marked up. That is the practical difference: one team, one set of documents, and nobody translating between two firms at your cost.
Tax on either side sits with an accountant. We work with Accru Felsers through the German Professional Services Alliance and bring them in at the point the numbers start to matter, which on a restructure or a share transfer is usually before we draft.
Related

Also relevant to a company

Mergers and AcquisitionsCommercial LitigationIP and TechnologyInternational TradeTransfer pricingGerman DeskIndustries we act for
Latest

Newest in corporate and commercial

Everything we publish in this area, newest first. This list maintains itself.
The whole library

Tell us what the business is doing

Whether it is a company being set up, a document you have been sent, or a structure that no longer fits, send us what you have. We will tell you what needs doing, what it will cost, and where you will need an accountant rather than us.
Send us the details
+61 2 8201 6400
Please note
Neither of them is the person you would deal with day to day. They are the senior experience this practice is built on.

BOETTCHER LAW

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  • 201 Elizabeth Street
  • Sydney NSW 2000

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  • Forrest ACT 2603

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  • 60313 Frankfurt am Main
  • Germany

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