As you may have picked up in recent media, the Victorian Government has passed new legislation which will, over time, replace transfer (stamp) duty with a new tax scheme for commercial and industrial properties – the Commercial and Industrial Property Tax (‘CIPT’) scheme.

The Commercial and Industrial Property Tax Reform Act 2024 (Vic) (‘CIPT Act’) came into effect from 1 July 2024 and affects all contracts of sale for commercial and industrial property which are signed and settled after 1 July 2024.

Read on to find out the key facts which organisations need to know about the new scheme.

How does the CIPT work?

CIPT will be an annual payment in addition to existing rates and taxes on the land. The rate of CIPT will be equal to 1% of the unimproved value of the land. CIPT will apply:

  • to properties with a “Qualifying Use”;
  • after a 10-year transition period following an “Entry Transaction”; and
  • where no exemption applies.

CIPT will commence to be payable by the owner of the land at the time when the 10-year transition period expires.

Qualifying Use – which properties are caught by the CIPT net?

‘Qualifying Use’ is defined in the CIPT Act as a property which:

  • has a commercial or industrial property classification under the Australian Valuation Property Classification Code (200-499 or 600-699); or
  • is used for student accommodation.

These codes will be displayed on the property’s council rates statement, or a land tax clearance certificate provided by the State Revenue Office.

Properties with a mixed use will be within the CIPT net where the property is used primarily for a Qualifying Use.

What is an Entry Transaction?

Properties with a Qualifying Use will enter the CIPT scheme where one of the following four property dealings occurs after 30 June 2024:

  1. Transfer of more than 50% of the land
    More than 50% of the total land ownership is transacted and transfer duty is payable (where the parties entered into the agreement to transfer the land after 30 June 2024).
  2. Change in ownership of landowner
    More than 50% of the ownership of a landowning entity is transacted and landholder duty is payable (where the parties entered into the agreement to transfer ownership of the landholder after 30 June 2024).
  3. Consolidation
    A plan of consolidation is registered, in which 50% or more of the consolidated land is already subject to the CIPT scheme.  The remainder of the land will be brought within the scheme when the plan of consolidation is registered, and will be deemed to have the same CIPT entry date as the existing CIPT land.
  4. Subdivision
    A plan of subdivision is registered, where the parent title was already subject to the CIPT scheme (noting the subdivision won’t bring the child lots into the CIPT scheme since they were already in it, but the child lots will retain the same CIPT entry date as the parent title).

Importantly for organisations with non-profit status, the sale of land with a Qualifying Use is not an entry transaction where the sale is exempt from duty pursuant to the Duties Act 2000. For example, where a charitable entity purchases land with a qualifying use and is entitled to an exemption from transfer duty, that purchase is not an entry transaction and therefore will not trigger entry into the CIPT scheme.

Selling or purchasing CIPT land?

The following process will apply to any sale of land with a Qualifying Use where the contract of sale was signed after 1 July 2024 and no exemption is available:

  • At settlement of the Entry Transaction, transfer duty will be payable one final time.
  • A 10-year transition period commences from the date of settlement. During the transition period, no CIPT or transfer duty is payable in relation to the property. In theory, the property could be transacted multiple times during the transition period without payment of transfer duty, as long as it continues to be held for a qualifying use.
  • CIPT will first be payable for the calendar year commencing immediately after the 10 year anniversary of the original qualifying settlement. As an example, if the Entry Transaction settlement occurs on 30 June 2025, CIPT will start to be payable in 2036.
  • From there onwards, CIPT will be payable annually at a rate of 1% of the unimproved value of the land.

Importantly, vendors cannot adjust CIPT under the contract of sale or otherwise make the purchaser liable to reimburse the vendor for any CIPT liability, except where the sale price exceeds the ‘high value threshold’ (currently set at $10 million).

Landlords also must not require any residential or retail tenants (as defined by the Residential Tenancies Act 1997 and Retail Leases Act 2003 respectively) from paying or reimbursing the CIPT. However, there is no restriction from recovering CIPT from non-retail commercial tenants.

Transition loan scheme

The Victorian Government is offering transitional loan schemes to finance the payment of transfer duty on the Entry Transaction. This is an optional program to allow purchasers to spread out the cost of transfer duty over a 10 year period at a fixed interest rate.

The loan will be secured with a statutory charge over the property and must be repaid over the 10 years following settlement (i.e. the transition period).

Change in use

If, during the transition period, the property ceases to be used for a qualifying use (e.g. it is redeveloped into residential premises), no CIPT will be payable. However, the next sale of the property will be subject to the usual transfer duty.

If the transition loan scheme applies to the property, the loan must be repaid immediately upon the change of use or sale of the property.

Exemptions from CIPT

CIPT is chargeable on land which, at 31 December in the preceding year:

  • was subject to the CIPT scheme;
  • was no longer in its 10-year transition period;
  • had a Qualifying Use; and
  • was not eligible for any exemptions from land tax under the Land Tax Act 2005.

Therefore, properties which qualify for an exemption from land tax (such as properties used and occupied exclusively for charitable purposes) will also receive an exemption from paying CIPT.

How we can help

The Commercial Real Estate team at Moores has extensive experience in all types of property dealings and can provide tailored advice on how CIPT may impact on your organisation’s properties.

Contact us

Please contact us for more detailed and tailored help.

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Disclaimer: This article provides general information only and is not intended to constitute legal advice. You should seek legal advice regarding the application of the law to you or your organisation.

We’ve heard a lot about consent in the news lately, especially in the context of bodily autonomy, and safe and respectful relationships. There is however, another type of consent that is arguably just as important; and which has historically, often been overlooked by school authorities. We speak of course about consent to collect and use personal information.

Protections for photos and videos

In the current digital landscape, where AI bots are running wild with our information and intellectual property, Australians are growing increasingly concerned about the control of their personal information, and that of their children. It can be disconcerting at best, to see a photograph of yourself (or worse, your child), published without your express knowledge and/or consent. Under the Privacy Act 1988 (Privacy Act) photographic images and videos (from which you can be reasonably identified) are considered your personal information.

Photos and videos of individuals are therefore subject to protection under Australian privacy laws. Independent schools in Australia are required to manage personal information (including photographs) in accordance with the Australian Privacy Principles (APPs). For government schools, state and territory-based privacy schemes, such as the Victorian Information Privacy Principles (IPPs) set out ostensibly the same requirements.

The APPs (and corresponding state/territory-based schemes) set out numerous requirements regarding how personal information may be collected, stored, used and disclosed. This article is focussed on one aspect of these requirements, being consent. Specifically, we discuss the consent that schools must obtain from individuals in order to lawfully publish (i.e. disclose) their image.

Traditional enrolment agreements and consent

Traditionally, school enrolment agreements have taken the form of ‘take it or leave it’ standard-form contracts. There are of course, good reasons for this (consistency between contracts, fairness, reducing administrative burden etc.). However, the inherent power-dynamics of these kinds of agreements can tend to disempower the consumer (in our case, the parent) from asserting their rights or interests in a transaction. This can, in turn, affect schools’ compliance with the APPs. We discuss how below.

There are a couple of key features of standard-form contracts that can cause problems when it comes to privacy protection and compliance:

  1. The ‘opt-out’ privacy provision: ‘Click here to opt-out of receiving marketing emails’ or ‘tick this box if you do not consent to us sharing your personal information’. Many of us have been caught out by these provisions – I know I have. It’s easy to become confused by a negatively framed consent mechanism. These kinds of ‘opt-out’ clauses often lead to unwitting, and ultimately invalid expressions of consent. As we explain below, consent requires much more than ‘not ticking a box’ (i.e. opting out) in order to be considered valid.
  2. We often see consent for photographic disclosures framed as a pre-condition for the provision of services. Here’s an example: ‘by completing this application form, you agree to us using your photograph in advertisements and other communications’. This kind of provision offers no opportunity for an individual to opt-out at all – the implication of such provisions is that if a person wants to obtain a good or service, they must agree to the provider’s terms or miss out on the benefits on offer. The problematic nature of such provisions is amplified when they are part of a contract for essential goods or services – education for example. Parents are often captive to the terms and conditions of the school they have chosen for their children, and do not hold the requisite bargaining power to say ‘no’ to pre-conditions that form part of standard-form enrolment agreements.

Why are the traditional methods of consent an issue?

In the ‘old-world’ organisations could more or less get away with a kind of set and forget approach to privacy. In relation to student photos, that might look like (1) the school’s enrolment agreement contains a photographic consent pre-condition (2) the parents agree to this at the point of enrolment – and (3) the school proceeds on the basis of rolling consent for the use of the student’s photographs for the duration of enrolment.

The uncomfortable truth about this approach is that reliance on this alone may not be lawful. As a school, if you do not have valid consent for disclosure, and you publish an individual’s image – you will very likely find yourself in breach of APP 6. In summary, APP 6 sets out that an APP entity (i.e. a school in this case) may only use or disclose personal information for the primary purpose for which it was collected, or if the individual has consented to that use or disclosure. Schools operate to provide education and care, and necessarily collect student information to provide that education and care. It would be a long bow for a school to argue that publishing student photographs on the school’s social media is a primary purpose for the use of student information. Therefore, valid consent it required for that publication to be lawful.

Schools should also consider their duty of care to students when dealing with their personal information. In short, the duty requires schools and teachers to take reasonable steps to reduce the risk of reasonably foreseeable harm occurring. There may be occasions where sharing a student’s image online or in a newsletter could present a risk to their safety – for instance in scenarios where there may be family violence or other complex family dynamics. This is one reason why currency of consent (which we discuss below) is so important. Not only may a school find itself in breach of the APPs due to a social media post – it may be held liable in negligence for failing to protect its students from harm.

This doesn’t mean schools can’t share photos of their students. It is wonderful to share student success and give communities the chance to congratulate and rejoice in our young people’s success; you just need valid consent.

What is considered valid consent with regards to sharing personal information?

Consent requires more than saying ‘yes’ (or not sayingno’). The Privacy Act sets out the four elements of consent, without which – consent is not considered valid:

  1. the individual is adequately informed before giving consent
  2. the individual gives consent voluntarily
  3. the consent is current and specific, and
  4. the individual has the capacity to understand and communicate their consent.

There are a couple of key reasons why, in consideration of these elements of consent, the traditional approach of consent as a pre-condition may no longer be appropriate, or lawful:

  1. Making consent a pre-condition to enrolling a child at a school may impact on the voluntariness of that consent.
  2. Some enrolment agreements will persist for up to 13 years (if a child is enrolled at Prep and continues to year 12). How can a school be sure that consent given at a point in time is still current years later?  

How do schools ensure consent is valid?

First of all, don’t panic. Many organisations are still catching up to the ‘new world’ of privacy requirements. Taking pro-active steps now can still put you ahead of the curve! Many schools are soon due to update student and parent consents on parent portals. This is a great opportunity to check if your school’s portal consent functions stack up against the requirements of the APPs.

Now is also a great time to review your School’s overall privacy compliance. When was your privacy policy last updated? Do you have in place tailored, compliant collection notices with appropriate consent mechanisms? There are 13 APPs that must be complied with; and we have only discussed one in this article.

How we can help

If you haven’t already, now is a fantastic time to review your enrolment documentation and privacy practices. Given the recent decision of Brindabella, and changes to the Consumer law, many schools have sought our advice to ensure their enrolment contracts are enforceable, and free from unfair terms that could attract the ire of consumer regulators.

We can review, amend, and re-draft your enrolment policies, terms and conditions, and privacy documents to ensure they are not only compliant, but represent best industry-practice and protect your commercial interests. Contact one of our education and privacy specialists today to discuss how we can optimise and future-proof your school’s enrolment practices.

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Disclaimer: This article provides general information only and is not intended to constitute legal advice. You should seek legal advice regarding the application of the law to you or your organisation.

Are you a Registered Training Organisation (RTO) or are you a School with a third party arrangement with an RTO? Fill out the form below to receive the latest news and updates regarding RTOs.

Registered Training Organisations (RTOs) and Schools that have third party arrangements with RTOs to deliver Vocational Education and Training (VET) in schools for their students need to prepare for revised RTO Standards that will come into effect in mid-2025.

The Commonwealth Department of Employment and Workplace Relations released the policy versions of the revised standards on 1 October 2024.

In this article we look at some of the Revised Standards and how they will influence RTO operations and arrangements with schools in Victoria.

How are the RTO Standards changing?

The current RTO Standards 2015 (Current Standards) are being replaced with new standards which will come into regulatory effect from 1 July 2025 (Revised Standards). They include:

  • The Outcome Standards – focused on delivering quality vocational education and training to learners with strengthened self-assurance requirements for RTOs;
  • Compliance Requirements – focused on supporting the integrity of training products including through clearer fit and proper person requirements;
  • The Credential Policy – clarifies trainer and assessor requirements.

The Revised Standards provide for a more streamlined set of standards compared with the Current Standards, although RTOs should factor in the separate legislative instruments and policy for compliance and trainer and assessor credentials. 

Who will be impacted by the Revised RTO Standards?

Victorian RTOs, including schools which are also RTOs, that are regulated by the VRQA will not be impacted and remain subject to the AQTF 2010 Essential Conditions and Standards for Continuing Registration and the VRQA VET Provider Guidelines.

Schools engaging with RTOs under third party arrangements to deliver VET in schools to students may be impacted. For example, if you are a school delivering training under the auspices of an RTO that is regulated by the Australian Skills Quality Authority (ASQA), then your third-party agreement arrangements will need to consider the Revised Standards.

RTOs regulated by ASQA will need to comply with the Revised Standards.

Emphasis on quality within the Revised Standards

The new Outcomes Standards are framed against four quality area outcome statements under the pillars of:

  • Training and Assessment (8 Standards);
  • VET student support (8 Standards);
  • VET Workforce (3 Standards and incorporating the Credential Policy); and,
  • Governance (4 Standards).

Compliance will be determined at the standard level under each quality area. RTOs will have a greater autonomy in how they demonstrate compliance with the Outcomes Standards. ASQA has published Outcome Standards Policy Guidance to accompany the release of the Outcome Standards.

Outcome focused training and assessment

The Revised Standards move away from leaning on requirements for “training and assessment strategies and practices” and adopt outcomes-focused performance whereby RTOs must deliver training which is “engaging and well structured” (Standard 1.1), demonstrate “effective engagement with industry, employers and/or or community representatives” (Standard 2.2), and have an “assessment system” that is “fit for purpose” and “is quality assured…through a regular process of validating assessment practices and judgments.” (Standards 2.3-2.4).

Supporting VET Students

Schools will be familiar with the concept of providing a culturally safe school environment for students in accordance with obligations under Ministerial Order 1359. The Revised Standards introduce Standard 2.5 requiring RTOs to demonstrate how they foster “a safe and inclusive learning environment for VET students” and “a culturally safe learning environment for First Nations people”. Schools with purchasing or services arrangements with RTOs regulated by ASQA can point to their child safety and wellbeing policies and child safety commitment to engage with RTOs about the needs of VET in school student cohorts. RTOs will need consider how they consult with industry, the community and students to create a safe and inclusive learning environment.

Standard 2.4 specifically requires RTOs to make reasonable adjustments to support VET students with disability to access and participate in training and assessment on an equal basis For Schools purchasing VET services from RTOs, both the School and the RTO have separate obligations to students with a disability.

Strengthened governance oversight for U18 VET students

The Revised Standards introduce risk management obligations for RTOs offering training and assessment to VET students aged under 18 years. RTOs will be required to identify and manage safety and wellbeing risks “consistent with principles for child safety organisations, having regard to the training content and mode of delivery (Standard 4.3).

RTO’s will need to review their child safety and wellbeing policies and codes of conduct if they do not already have in place and consider how child safety risks are managed at the organisational level. This is a positive step for schools with VET in schools arrangements as these types of arrangements fall within the meaning of the “school environment” under Ministerial Order 1359. Schools will be required to review the terms they have in place with third party providers, including RTOs, to meet Ministerial Order 1359.

What should you be doing?

To support your readiness to comply:

  • RTOs will need to plan for transition to compliance with the Revised Standards by mid-2025.
  • RTOs will need to review their child safety and wellbeing policies and codes of conduct as they prepare for compliance in 2025.
  • Schools and RTOs will need to review their VET in schools arrangements.

How we can help

Contact our Education and Training team for tailored advice on how the Revised Standards may impact to your organisation, whether you are an RTO impacted by the Standards or a school that partners with RTOs. We can also help to review and develop policies as well as review third party arrangement contracts.

Register your interest in receiving RTO news and updates

Fill out the form below to be added to our RTO information list.



    Contact us

    Please contact us for more detailed and tailored help.

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    Disclaimer: This article provides general information only and is not intended to constitute legal advice. You should seek legal advice regarding the application of the law to you or your organisation.

    Division 7A and Deemed Dividend

    Division 7A of the Income Tax Assessment Act 1936 (“Div 7A”) deems certain payments and loans from private companies to their shareholders (or associates of those shareholders)1 and forgiveness of certain debts owed by the shareholder (or associates)2 as dividends paid by the private company to a shareholder, out of the profits of the company.3   

    An exception to the above deemed dividend rule is available where a loan from a private company is not fully repaid before the company’s lodgement day for the income year in which the loan was made and a loan agreement that complies with the requirements set out in Division 7A has been entered into before that day (“Div 7A Loans”).4

    Div 7A Loans

    Despite an increase in minimum repayment requirements reflecting the heightened interest rates of late, Div 7A Loans continue to provide a safe harbour and effective tax planning tool for payments out of companies, which would otherwise be taxable as dividend income in the hands of the shareholder.

    While the repayments of Div 7A Loans might be manageable during the lifetime of the borrower from other sources of income or dividend offsets, it could prove challenging for the executor to meet the minimum repayments or make a full repayment of such loans that remain owing post-death. Also, repayment requirements may affect the executor’s ability to fund the distribution of the estate in accordance with the borrower’s will and Div 7A Loans, particularly secured loans with 25-year terms, could delay completion of the administration of the estate.

    Identifying and specifically planning for any loans, including Div 7A Loans, as part of the estate planning process during the lifetime of the borrower is therefore critical to address funding issues that may arise during the administration of the estate and mitigate unintended tax consequences to the estate.

    Dealing with Division 7A Loans

    If loans are owing by a deceased estate to a private company, the executors may consider the following actions during the administration of the estate:

    1. Ascertain whether the loans comply with Div 7A
      Assessing whether a purported Div 7A Loan is indeed compliant with Div 7A can be complex, but if the relevant loan was not made under a written agreement or the minimum repayments have not been met, the loan is likely to be non-compliant. If the loan is non-compliant and the borrower is a shareholder or an associate of a shareholder of the company, the loan could instead be taken as a deemed dividend under Div 7A in the year the payment was made or a minimum repayment was not met.

      If it is determined that the Div 7A Loan is non-compliant, specific tax advice or a private ruling from the Commissioner should be sought as to the tax treatment of such non-compliance and potential tax implications to the estate, particularly if the non-compliance arose within the statutory amendment period.
    2. Repay the loan
      If the loans comply with Div 7A, the executor can decide to continue to make minimum repayments or otherwise make the loan repayment in full. This decision will depend on the funding requirements, beneficiaries under the will, and the terms of the loan agreement.

      Where an estate’s capital and income entitlements are divided between different classes of beneficiaries, the administration of Div 7A Loans in an estate can be further complicated. An income beneficiary’s interests could be defeated by minimum yearly repayments out of income, or a capital beneficiary’s interests could be reduced if the estate’s capital is used to repay the loan in full. Therefore, consideration should also be given as to which class of beneficiaries should pay the different costs associated with repayment of Div 7A Loans.
    3. Seek forgiveness of the loan from the company
      If funding is an issue, the executor could request that the company forgives the loan. Company directors are not required to comply with such a request and may be unable to do so. Where there are multiple shareholders, the directors will owe a duty to the other shareholders to consider how writing off a debt will affect them.

      Where a company resolves to forgive a loan owed to it by a deceased estate, it is likely that a deemed dividend will arise to the estate at the time of forgiveness of the loan.

    How we can help

    The circumstances of each estate are unique and must be carefully considered to determine an executor’s best course of action, so that the interests of the beneficiaries are best protected and adverse tax consequences are minimised.

    The Wills, Estate Planning and Structuring team at Moores is one of the largest in Australia with expertise in succession planning, estate administration and taxation. We can assist you with managing the loans forming part of the estate, including loans owing from private companies, in the estate administration process in the most tax effective manner.

    Contact us

    Please contact us for more detailed and tailored help.

    Subscribe to our email updates and receive our articles directly in your inbox

    Disclaimer: This article provides general information only and is not intended to constitute legal advice. You should seek legal advice regarding the application of the law to you or your organisation.


    1Sections 109C, 109D and 109E of Income Tax Assessment Act 1936 (“ITAA36”)

    2Section 109F of ITAA36

    3Section 109Z of ITAA36

    4Section 109N of ITAA36

    The breakdown of a marriage or de facto relationship can be an unsettling and stressful time.

    As a starting point, Moores Special Counsel, Sarah Lacey and Bani Mishra, sat down in a Moores Q&A to answer some common questions you may have before and after a separation.

    These steps do not have to be taken alone. We recommend you seek expert legal advice to guide you through the process and address all concerns specific to you and your circumstances.

    If there has been family violence in the relationship, seek advice and support from a family violence professional or service.

    On 22 October 2024, the Office of the Australian Information Commissioner (OAIC) published updated guidance for charities and not-for-profit (NFP) organisations relating to compliance with the Australian Privacy Principles (APPs).

    While the APPs themselves have not changed, updates to official guidance offer a fantastic opportunity for organisations to review their privacy policies and practices. We know that official guidance offers a valuable insight into the mind of the regulator – it tells us how the regulator interprets regulatory obligations, and what they expect from regulated entities. When you implement recommendations contained in official guidance, you are putting yourself on the same page as the OAIC – which can only be a good thing!

    What are the updates?

    This recent guidance update deals predominantly with considerations for engaging third-party providers, such as for fundraising, or software vendors.

    When you engage a third party to fundraise for you, or you install new software, you need to take steps to be satisfied that the third party, or third party software system is protecting personal information in line with all relevant privacy obligations. It can be dangerous to assume that other parties will be as privacy-minded as you are – such assumptions could result in data breaches and bad publicity for your organisation (even if it wasn’t technically your organisation that had the data breach).

    In releasing the updated guidance, the OAIC noted the issue is “topical in the wake of high-profile data-breaches affecting charities and NFPs”. You may have seen recent news reports about a cybersecurity breach involving Pareto Phone and a number of Australian charities. According to reports, Pareto Phone was contracted by numerous Australian charities to conduct fundraising on their behalf and as such, was provided with personal information of thousands of donors. When Pareto Phone subsequently had a data breach, it was the donors whose personal information was subsequently published on the dark web. This kind of event can be devastating: not just to the individuals whose data has been compromised, but also to the charities, and the very deserving beneficiaries of charity efforts.

    Charities and NFPs are right to be concerned about these privacy risks; and we are here to tell you that there are things you can do right now to help safeguard personal information held by your organisation. A great place to start is to familiarise yourself with the APPs, and the OAIC’s guidance on how to implement good privacy practices.

    There’s a wealth of NFP-specific and general privacy guidance at the OAIC’s website. The APP guidance is a great place to start if you’re unsure about what the APPs are, and what they require.

    Do I have to follow this guidance?

    If you are a charity of NFP, the APPs may or may not apply to your organisation – there are a number of threshold requirements to determine who is (or is not) an ‘APP entity’ (i.e. an entity that must comply with the APPs). If you’re not sure whether the APPs apply to you, you can reach out to one of our privacy experts, who can provide you with tailored advice on this issue.

    Regardless of whether or not you meet that threshold, it is just good practice to develop sound privacy practices, supported by thorough policies and staff training. It will also help you to build upon your relationship of trust with your members and donors, who will appreciate knowing you take their privacy seriously.

    How we can help

    If you are a charity or NFP looking to review, improve or develop your privacy compliance, we can help. We have dedicated privacy specialists who can work with you to design tailored policies, plans and procedures; train your staff; and help set you apart as a best-practice organisation, committed to the privacy of its valued community. 

    We can also draft tailored contracts for you to engage third parties in a way that aligns with and protects your commercial interests, while also prioritising the privacy of your members and donors.

    Contact us

    Please contact us for more detailed and tailored help.

    Subscribe to our email updates and receive our articles directly in your inbox.

    Disclaimer: This article provides general information only and is not intended to constitute legal advice. You should seek legal advice regarding the application of the law to you or your organisation.

    Is your not-for-profit (NFP) contemplating a merger? This is part two of a five-part article series that will offer some practical guidance to your board or merger advisory committee. Subscribe to receive the remaining articles in the series.

    There are a range of available NFP merger types depending on the legal structure of the organisations that propose to merge. Determining which of these available merger types is most appropriate requires an assessment of what is important to your NFP, including control, structural simplicity and containment of risk. Identifying the preferred merger type early on will:

    • inform the drafting of the pre-merger agreement;
    • help determine the focus and scope of the due diligence process;
    • enable the parties to determine what stakeholder decisions will be required to enable the merger to proceed;
    • inform each board’s risk assessment (as part of the decision regarding whether or not to proceed with the merger); and
    • if the parties decide to proceed, inform the drafting of the merger agreement.

    The five most common merger types are summarised below, together with their pros and cons. Note that, depending on the structure of the merging organisations, some merger types may not be possible.

    1. Transfer from NFP B to NFP A

    Under this model, NFP B transfers its assets and operations to NFP A. NFP B ceases to exist. This option may be appropriate if NFP A has multiple assets and complex operations and is considering merging with NFP B which has less assets and simple operations.

    Pros

    • One surviving NFP which provides for less administrative burden.
    • Unknown liabilities of NFP B may be quarantined in NFP B on closure.
    • Appropriate for all kinds of legal structures provided purposes are aligned.

    Cons

    • It may be harder to claim bequests to NFP B post merger.
    • Need to provide for redundancy or transition of NFP B employees.
    • Both NFPs must have aligned purposes and the winding up clause of NFP B must permit the transfer to NFP A.
    • Will need to novate or assign all NFP B contracts to NFP A (including funding agreements) or terminate contracts.
    • All assets and operations of NFP B must be manually transferred to NFP A.
    • May be perception of NFP B as “lesser” merger partner.
    • Closure will require approval of the NFP B members.

    2. NFP A becomes parent of NFP B

    Under this model, NFP A becomes the parent of NFP B (by becoming the sole member of NFP B) and NFP A has control of NFP B. Both organisations survive and NFP B’s assets and operations remain in NFP B. This merger type may be appropriate if it is necessary to maintain separation, possibly because the two NFP’s purposes are not aligned or NFP B has known liabilities which need to be contained.


    This may be an appropriate “transitional” step where NFP A controls NFP B for a period while transferring NFP B’s assets and operations into NFP A (before ultimately closing NFP B).

    Pros

    • Maintaining separate incorporation quarantines risk and liability (to an extent).
    • Easier to claim bequests to NFP B.
    • NFP A and B do not need to have aligned purposes.
    • Can be a transitional step towards a single merged entity.
    • No need to novate or assign NFP A and NFP B contracts to NFP C (including funding agreements). May need to notify of change in control.

    Cons

    • Ongoing requirement to manage conflicts of interest and related party transactions between the two NFPs.
    • Ongoing administrative burden – maintaining two NFPs is less efficient than maintaining one.
    • Only appropriate where NFP B can have a single member (e.g. if NFP B is a CLG or another kind of structure that can have a sole member)
    • Requires NFP B members to resign.

    3. Establish NFP C and close NFP A and NFP B

    Under this model, NFP C is created as a new entity. Both NFP A and NFP B transfer their assets and operations to NFP C before they both cease to exist. This merger type may be appropriate if both NFP A and B want a fresh start on an equal playing field.

    Pros

    • NFP C can be established without disruption to NFP A and B.
    • A sense of “equality” – both NFP A and B merge into a new entity.
    • NFP C’s governing body and governing document will be agreed between the two NFPs.
    • Unknown liabilities of NFP A and NFP B may be quarantined in NFP A and NFP B respectively on closure.

    Cons

    • It may be harder to claim bequests to NFP A or NFP B post-merger.
    • Need to provide for redundancy or transition of NFP A and NFP B employees.
    • NFP A and NFP B must have aligned purposes and the winding up clauses of NFP A and NFP B must permit the transfer to NFP C.
    • Will need to novate or assign all NFP A and NFP B contracts to NFP C (including funding agreements) or terminate contracts.
    • All assets and operations of NFP A and NFP B must be manually transferred to NFP C.
    • Closure will require approval of the NFP A and NFP B members.

    4. New parent for NFP A and NFP B

    Under this model, NFP C is created (a new entity). NFP C is usually the parent (sole member of NFPs A & B) and NFP C would have control over both NFP A and NFP B. The outcome is that all three organisations remain in existence. This merger type may be appropriate if it is necessary to maintain separation (possibly because the two NFP’s purposes are not aligned, NFP A or NFP B have known liabilities which need to be contained or the complexity of their different operations means separate incorporation is preferable).

    Pros

    • A sense of “equality” – both NFPs become subsidiaries of NFP C.
    • Maintaining separate incorporation quarantines risk and liability (to an extent).
    • Easier to claim bequests to NFP A and NFP B as the beneficiary remains incorporated.
    • Ability to have different charitable purposes and flexible operations.
    • No need to novate or assign NFP A and NFP B contracts to NFP C (including funding agreements). May need to notify of change in control.
    • More options in relation to where assets are held.

    Cons

    • Maintaining three entities may be administratively burdensome.
    • Ongoing requirements to manage conflicts of interest and related party transactions between the three NFPs.
    • Multiple governing documents and policies to understand and comply with.
    • Requires NFP A and NFP B members to resign.

    5. Amalgamate NFP A and NFP B to form NFP AB

    Under this model, NFP A and NFP B (incorporated associations in the same State and Territory except the Northern Territory) amalgamate to become a new NFP AB. The effect of amalgamation is that NFP A and NFP B cease to exist. NFP AB will assume all assets and liabilities of NFPs A and B and ordinarily, there is no need for assignment or novation of contracts.

    Pros

    • A sense of “equality” – both NFPs merge to form one amalgamated NFP AB.
    • One surviving NFP AB which provides for less administrative burden.
    • Both NFPs have continuity of legal identity, so it is easier to claim bequests.
    • No need to transfer assets and operations.
    • No need to novate or assign NFP A and NFP B contracts to NFP AB (including funding agreements). May need to notify of change in control.

    Cons

    • The NFPs must have aligned purpose(s) (at least under current law).
    • Any liabilities of either NFP will be retained.
    • Only available to two incorporated associations in the same State or Territory (except the Northern Territory – statutory transfer process instead).
    • Requires approval of NFP A and B members.

    How we can help

    Choosing the appropriate merger type is essential. The Charity and Not-for-profit Law team at Moores can help you understand the available merger types available to your merging organisations including the pros and cons of each option.

    Contact us

    Please contact us for more detailed and tailored help.

    Subscribe to our email updates and receive our articles directly in your inbox.

    Disclaimer: This article provides general information only and is not intended to constitute legal advice. You should seek legal advice regarding the application of the law to you or your organisation.

    As at the 2021 Census, over 10% of families with dependant children were blended or step families1. These can present additional challenges in estate planning, particularly in relation to balancing the needs of a new spouse and those of children from a prior relationship.

    What if you get it wrong?

    In an ideal world, an estate plan should provide for all the important people in your life in a manner that ensures the risk of family conflict is minimised.

    There are two main risks if the estate planning in a blended or step family is not adequate:

    1. People will miss out – in a traditional family, the estate planning is often on the basis that a surviving spouse will take the estate, with a reliance on them to pass it on to mutual children in due course. Even in this traditional scenario, there is some risk that the survivor will re-partner, fall out with intended beneficiaries or otherwise be influenced to change their planning from what was originally agreed. In a blended or step family, this risk is heightened given there may not be as strong a relationship between step parent and step child or the same feeling of obligation towards them.

      Equally, if the planning goes entirely the other way and exclusively benefits children then it may be the spouse that misses out.
    2. Dispute – a significant proportion of estate disputes involve step children and step parents and this is often motivated by the fear of missing out on an inheritance. The step parent may have every intention of passing on the inheritance to step children in due course, but that intention (unless formalised and binding) is unlikely to prevent any claim from either being made or succeeding.

    Common strategies for planning with blended families

    There are a number of strategies that can be utilised to mitigate the above issues in a blended or step family context:

    1. Life interest – this is a form of trust that can be created by a Will to allow a particular person to have use and benefit of assets for lifetime, while preventing them from dispersing the underlying capital. A common example is for a homeowner to provide a life interest to their spouse permitting them to live in the home for life, before it then reverts to their children. There needs to be consideration of issues like trustee selection, funding maintenance and debt, and tax outcomes. This can be very effective in the right situation and provides great certainty of benefit for the eventual beneficiaries.
    2. Mutual Wills Agreement – this is an agreement between parties (usually a couple) not to change their Will in the future to defeat an agreed distribution. The fact that a couple create Wills together does not give rise to a Mutual Wills Agreement in itself. There needs to be an actual agreement (usually in writing) that they are prevented from changing their planning in the future. While such an agreement is binding and enforceable, it does have some limitations and cannot prevent legitimate third party claims (eg/ family law claims or estate challenges) from impacting the estate. It nevertheless remains a useful planning tool in the right scenario.
    3. Direct gifts – where the size of the estate permits it, there may be merit in making direct provision for intended eventual beneficiaries up-front, rather than only when surviving spouse has also passed. This provides certainty that, regardless of the surviving spouse’s own planning, the eventual beneficiaries will have received a portion already. It also reduces or eliminates the need for step children to ‘look over the shoulder’ of their step parent to see how assets are managed and what may be becoming of their inheritance.

    Whether these strategies are workable in your estate planning will depend on a number of factors including how assets are owned, age of relevant parties, the value of the estate, whether any structures (companies, SMSFs or trusts) exist, and, ultimately, the people involved and their relationship with each other.

    How we can help

    No one wants to leave a mess for their family when they pass. The planning in blended or step families requires careful consideration. This article touches on some key planning strategies for this scenario but is only the ‘tip of the iceberg’. Estate planning advice should be sort on your particular circumstances.

    For expert advice or guidance regarding Estate Planning the Wills, Estate Planning and Structuring team at Moores are well equipped to ensure the interests of your family are protected.

    Contact us

    Please contact us for more detailed and tailored help.

    Subscribe to our email updates and receive our articles directly in your inbox

    Disclaimer: This article provides general information only and is not intended to constitute legal advice. You should seek legal advice regarding the application of the law to you or your organisation.


    1https://aifs.gov.au/research/facts-and-figures/families-and-family-composition

    When a person dies without a Will, their estate – comprising of their personally owned assets – is distributed according to the laws of intestacy (or commonly, the ‘intestacy provisions’). Depending on one’s circumstances, this can be distant relatives they’ve never met, or even the Crown.

    In Victoria, the Administration and Probate Act 1958 (Vic) is the legislation that outlines the intestacy provisions. We have put together a helpful guide to the intestacy provisions, which includes the following:

    Deceased leaves a partner

    A partner in this context means a spouse or a domestic partner. If the deceased leaves a partner and there are no children, then the partner will receive the entirety of the estate.1 Should the deceased leave a partner and surviving children with that partner, then the partner will still be entitled to the entirety of the estate.2 Where the deceased leaves a partner and children from a previous relationship, the partner will receive the deceased’s chattels, a statutory legacy (which was $559,660 in October 2024)3 and one half of the balance of the estate, with the other half to be shared equally between the deceased’s children.4

    Deceased leaves children but no partner

    If the deceased leaves children but no partner, then the surviving children will equally share the estate. If a child predeceased the deceased, any surviving children they have will equally receive their parent’s share.5

    Deceased leaves no partner and no children

    In the event that the deceased leaves no partner or children, then the following hierarchy applies:

    1. Parents: Surviving parents receive equal shares of the estate.6
    2. Siblings: Surviving brothers and sisters receive equal shares of the estate except in circumstances where a deceased sibling had children of their own. The predeceased sibling’s share would be equally shared between their own respective children, should there be any.7
    3. Grandparents: Surviving grandparents receive equal shares of the estate.8
    4. Aunts and Uncles: Surviving aunts and uncles receive equal shares of the estate except in circumstances where a deceased aunt or uncle had children of their own. The predeceased uncle or aunt’s share would be equally shared between their own respective children, should there be any.9

    What about friends?

    In many cases, friendships can be stronger than family relationships. Despite this, under the intestacy provisions, friends do not benefit.

    What happens if there are no family members found?

    If no family members are found, the assets of the deceased will pass to the Crown.10 There are some complexities that can arise, especially if potential distant family members cannot be verified. This was evident in a judicial advice application made by the State Trustees, where they were unable to verify if there was a relationship between the deceased and what appeared to be his father.11

    Facts

    Leslie Norman John Sholl (‘Leslie’) died without leaving a Will, spouse, children or any maternal relatives. His estate was worth approximately $550,000. The State Trustees conducted extensive inquiries into the Leslie’s history, including genealogical investigations and it was unclear whether he left any surviving family members.

    During investigations, they uncovered various public records and a newspaper article which raised queries as to whether a relationship of father and child existed between Leslie and Leslie Norman Bull (‘Mr Bull’).

    In 1946, Mr Bull got married however some four years later, Mr Bull married Joan Mary Sholl (‘Ms Sholl’). Shortly thereafter, Ms Sholl gave birth to Leslie but there was no record of the name of the father listed on the birth certificate. On 2 March 1953, a newspaper article appeared in the local paper which confirmed Mr Bull had pleaded guilty to a charge of bigamy, that being, the crime of marrying someone whilst still being legally married to someone else, making his marriage to Ms Sholl void. There was no direct evidence whether Ms Sholl and Mr Bull conceived Leslie during their marriage or if Mr Bull was even the father however, the fact that she named her child ‘Leslie Norman’, being Mr Bull’s first two names, suggested a connection.

    Decision

    The presumption at general law is that a child born or conceived during a marriage is the child of the husband of the mother, however this does not apply where the marriage is not valid. The issue the Court had was that despite Mr Bull pleading guilty to a charge of bigamy, there was no evidence of an annulment or dissolution of marriage with Ms Sholl. This ultimately led to the Court deciding that Mr Bull was Leslie’s father. Whilst Mr Bull was deceased, he had living relatives in England, making them beneficiaries of Leslie’s estate.

    Important considerations

    Ultimately, in the absence of a Will and clear family connections, the assets of a deceased person may either pass to distant relatives or, in the absence of any verifiable family, to the Crown. This highlights the importance of making a valid Will to ensure that one’s estate is distributed according to their wishes, avoiding the uncertainties that arise when intestacy laws come into play.

    It is also important to remember that the intestacy provisions only relate to the personally held assets of the deceased person, and therefore do not automatically apply to other interests the deceased may have had, including in superannuation, trusts or jointly held assets. Separate rules apply to the succession of these interests.

    How we can help

    The Wills, Estate Planning and Structuring team at Moores is one of the largest in Australia and can assist you in preparing your Will to ensure that your assets do not end up somewhere unexpected.

    Contact us

    Please contact us for more detailed and tailored help.

    Subscribe to our email updates and receive our articles directly in your inbox.

    Disclaimer: This article provides general information only and is not intended to constitute legal advice. You should seek legal advice regarding the application of the law to you or your organisation.


    1 Administration and Probate Act 1958 (Vic) s 70J.

    2 Ibid s 70K.

    3 Ibid s 70M.

    4 Ibid s 70L.

    5 Ibid s 70ZG.

    6 Ibid s 70ZH.

    7 Ibid s 70ZI.

    8 Ibid s 70ZJ.

    9 Ibid s 70ZK.

    10 Administration and Probate Act 1958 (Vic) s 70ZL.

    11 Re an Application by State Trustees Ltd [2024] VSC 536.

    Two key decisions in the last year should make employers wary of how far the general protections regime can be stretched. In Qantas Airways Limited v Transport Workers Union of Australia [2023] HCA 27 (Qantas), the High Court found that adverse action taken to prevent a person from exercising a future workplace right was unlawful. In Dabboussy v Australian Federation of Islamic Councils [2024] FCA 1074 (Dabboussy), the Federal Court of Australia has drawn attention to whether the dismissal of an employee a matter of hours before they met the service requirement to make an unfair dismissal claim could be a breach of the general protections regime under the Fair Work Act 2009 (Cth) (FW Act). This article explores the implications of these cases for employers.

    Workplace rights and adverse action

    It has always been accepted that under the FW Act, a worker is protected from adverse action taken because they exercised a workplace right, propose to exercise a workplace right, or is able to exercise a workplace right. Two key decisions in the last year however have brought into the spotlight the need to be mindful of a fourth scenario; taking adverse action to prevent a person from exercising a future workplace right.

    In the most recent of those two cases, the Federal Court has taken the interim view that adverse action taken to preclude a worker from meeting the service threshold to bring an unfair dismissal claim may breach the general protections provisions under the FW Act.

    Case Summary: Dabboussy v Australian Federation of Islamic Councils [2024] FCA 1074

    In Dabboussy, Mr Dabboussy was nearing the end of his first 12 months of employment with his employer, AFIC. AFIC was a small business employer with fewer than 15 employees, and therefore Mr Dabboussy would only become eligible to make an unfair dismissal claim upon 12 months of employment.

    During the last few months of Mr Dabboussy’s employment, AFIC launched an investigation into allegations of serious misconduct against Mr Dabboussy. On 3 September 2024 at 4.40pm, and just 7 hours short of Mr Dabboussy’s 12-month milestone, AFIC terminated his employment effective immediately on the basis that the investigation determined that Mr Dabboussy was guilty of the misconduct, leaving Mr Dabboussy unable to bring an unfair dismissal claim.

    The problem? While Mr Dabboussy was jurisdictionally barred from bringing an unfair dismissal claim, he was not so prevented from arguing that his dismissal was effected to prevent him from becoming eligible to bring such a claim (i.e. adverse action for a protected reason). On the basis of the evidence before the Court (which we note was limited because Mr Dabboussy brought proceedings seeking an interim order), the Court agreed with Mr Dabboussy and cited the following reasons for their view:

    1. The investigator’s report was not finished and was still in “draft”, before being relied on to make the decision to terminate Mr Dabboussy’s employment.
    2. An emergency meeting of the Executive Committee was called to discuss Mr Dabboussy’s employment. There was no reasonable explanation for this considering Mr Dabboussy had been stood down pending the investigation, and as cited above, had only delivered draft findings.

    The Court determined that there was a strong inference available that the Executive Committee meeting was convened with such haste, and relied upon what were only draft findings, to facilitate the termination of Mr Dabboussy’s employment before 4 September 2024, so as to deny him the opportunity to make a claim for unfair dismissal. The court reasoned that while AFIC had reasonable grounds for summarily terminating Mr Dabboussy’s employment, the timing of his dismissal was influenced by a desire to ensure that he could not make a claim for unfair dismissal.

    The Court issued an interim order reinstating Mr Dabboussy to his position and restraining AFIC from terminating his employment without leave of the Court. At the time of writing this article, the Court has ordered Mr Dabboussy and AFIC to file further documents relating to the full hearing of Mr Dabboussy’s general protections claim.

    What does this mean for employers?

    Although this was an interim judgment and the Court will hear further from the parties in a full hearing, it is a foreseeable result of the High Court’s ruling in Qantas Airways Limited v Transport Workers Union of Australia [2023] HCA 27. In that decision, the High Court held that it will be unlawful for an employer to take adverse action to prevent employees from exercising a workplace right they will acquire in the future – even if that right is not presently held when the adverse action occurs.

    This is exactly what happened in Dabboussy. The decision highlights that employers could face some risk if they dismiss an employee without reservation before they reach the unfair dismissal eligibility threshold (12 months for small businesses and 6 months for others). If an employer terminates the employment of an employee for the substantial and operative reason of depriving the employee of the right to make an unfair dismissal claim, there is a risk that the employer will be found to have breached the general protections provisions of the Fair Work Act 2009 (Cth).

    This decision does not mean that employers cannot terminate an employee’s employment during or at the end of a probation period. Rather, it suggests that employers may need to take additional steps during an employee’s probationary period to reduce the risks associated with terminating employment at the end of that period, or close to the end of it. This may involve implementing a probationary period shorter than the unfair eligibility threshold (provided this is compatible with an applicable industrial instrument), actively managing the probationary period from commencement of employment, and clearly documenting steps taken to manage unsatisfactory performance or other concerns well in advance of the probation period ending.

    More broadly, the Dabboussy and Qantas decisions emphasise the need for employers to exercise caution when dealing with employees on the verge of acquiring workplace rights. These decisions focus on unlawful adverse action designed to prevent access to the unfair dismissal regime and the ability to engage in protected industrial action. There are other examples where unlawful adverse action may be used to prevent the exercise of a future workplace right. This includes, but is not limited to the following example: an employer suspects an employee is pregnant and terminates their employment for the substantial or operative reason to prevent that employee from gaining access to unpaid parental leave under the Fair Work Act.

    How we can help

    Our Workplace Relations team are here to help you navigate the complexities of the general protections regime and to ensure you are meeting your obligations under the Fair Work Act. We can provide practical advice and guidance, assist with decision-making processes that may adversely affect employees and help employers respond to general protections claims.

    Contact us

    Please contact us for more detailed and tailored help.

    Subscribe to our email updates and receive our articles directly in your inbox.

    Disclaimer: This article provides general information only and is not intended to constitute legal advice. You should seek legal advice regarding the application of the law to you or your organisation.