Start-up legal launch checklist (AU)
Most start-up legal pain is caused by things not done in the first 90 days. This checklist covers the 12 legal foundations that investors, customers, and acquirers will later test.
This is a 12-step legal launch checklist for an Australian start-up. It covers entity setup, founders and IP assignment, ESIC status, employee share schemes, privacy, customer terms, and investor-ready housekeeping before the first raise. Use it in the first 90 days.
The checklist
Choose and incorporate the right entity
Typically an Australian proprietary company limited by shares. Consider holding structures if founders have existing businesses.
Shareholders agreement
Execute a founders/shareholders agreement — vesting, reverse vesting, drag/tag, pre-emption, deadlock.
IP assignment from founders and contractors
Assign all pre-incorporation IP from founders to the company. Use a deed with consideration. Flow-down to contractors.
Trade mark filing
File priority trade marks for the brand. Check for conflicts and class coverage.
ESIC self-assessment
Self-assess ESIC status for access to early-stage investor tax offsets. Document the assessment to support investor diligence.
Employee share scheme plan
Establish an ESOP under the 2022 regulatory reforms (no disclosure up to thresholds). Draft plan, option deeds, and vesting terms.
Employment contracts for founders and first hires
Execute compliant employment contracts with IP assignment, restraints, and confidentiality. Avoid contractor-by-default.
Customer terms of service
Draft customer T&Cs aligned with the product. Audit for unfair contract terms (critical for small business standard form).
Privacy policy and collection notice
Draft a privacy policy under APP 1 and embed collection notices in sign-up flows.
Cookies, spam, and marketing compliance
Configure cookie consent, Spam Act-compliant marketing (express/inferred consent + unsubscribe), Do Not Call if outbound.
Key commercial contracts
Standardise supplier, partner, and channel contracts. Control IP, data, and exclusivity from day one.
Data room and cap table hygiene
Maintain an investor-ready data room and tidy cap table from day one — makes every raise faster.
When this checklist applies
Use this checklist in the first 90 days after company formation, or when advising a pre-seed/seed client preparing to raise or hire.
Common pitfalls
- IP not assigned from pre-incorporation founders — discovered at seed due diligence
- No shareholders agreement — deadlocks and exits unresolved
- ESIC status claimed without documentation
- Unfair contract terms in customer standard form T&Cs
- Privacy policy copied from another business without product-fit
Run this checklist on a real matter
Quillio runs start-up founding reviews, drafts the foundational agreements, and flags any investor-diligence risks before the raise. See /practice-areas/commercial-lawyers or start a free trial.
This checklist is a general launch guide. Regulated industries (fintech, health tech, edtech) have additional licensing obligations.
Use this checklist on your matter.
Quillio can run this checklist on a specific NSW conveyancing matter — confirm each item, calculate adjustments, and generate the supporting documents. The free trial requires no credit card.
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