Complex Shareholder Deed Law

Complex Shareholder Deed Law | Construction Business Structuring

Construction businesses carry risks that ordinary trading companies do not: security of payment exposure, licensing financial requirements, personal guarantees to head contractors and banks, and the ever-present threat of insolvency up or down the contracting chain. The shareholder deed and ownership arrangements behind a construction business determine whether those risks are contained or destroy the business and its owners. Generic deeds drafted without construction industry knowledge routinely fail when tested.

What We Draft

Company constitutions and shareholder deeds, unit trust deeds and unitholder agreements, partnership agreements, and joint venture agreements for project-specific and ongoing ventures. We advise on choosing the right vehicle: trading companies, asset-holding entities, trusts and special purpose vehicles, and we draft exit and valuation mechanisms, pre-emptive rights, drag and tag provisions, and funding obligations tailored to how construction businesses actually operate.

Shareholder & Director Disputes We Handle

Deadlock between equal shareholders on live projects, oppression claims under section 232 of the Corporations Act 2001 (Cth), breaches of director duties, disputes over profit distribution where project cash flow is contested, exclusion from management, and contested exits where the valuation of work in progress, retention and disputed claims must be resolved. We act in negotiated exits, mediations and proceedings in the Supreme Courts and the Federal Court.

Our Construction Business Experience

We have advised builders, subcontractors, developers and their principals on structures for businesses turning over from $2M to more than $200M. Recent work includes unitholder agreements for a civil contracting group holding plant through a separate asset entity, a negotiated shareholder exit for a $40M commercial builder where disputed variation claims drove the valuation, and restructuring a family construction business into a group structure that satisfied licensing financial requirements while protecting family assets from trading risk.

Construction-Specific Structuring Expertise

QBCC minimum financial requirements and equivalent licensing regimes in other states, the interaction between entity structure and personal guarantees, protecting prequalification and licence continuity through a restructure, security of payment considerations when claims are held by one entity in a group, insolvency risk allocation between trading and holding entities, and the tax and duty consequences of moving work, plant and licences between entities.

Contact a Shareholder Deed Lawyer

Call 1300 710 864. We advise construction business owners, directors, shareholders, unitholders and joint venture partners across Brisbane, Sydney, Melbourne, Perth and Darwin on shareholder deeds, governance and disputes.