Metis Law

Employee Right to Disconnect Starts August 2025

Mon, 03 Mar 2025 08:38:01 -0800

Imagine this: You’ve just wrapped up a long day. Dinner’s on the table.Then—ping—a late-night text from an employee. Another ping—an email about tomorrow’s meeting.

For small business employers (that’s any business with fewer than 15employees), this probably sounds all too familiar. When you’re running a lean team, it’s easy for work to spill into after-hours life. But new workplace laws are about to change that.

From 26 August 2025, small business employees will have the legal right to disconnect—meaning they can ignore work calls, emails, and messages outside of hours (unless there’s a solid reason they can’t).

So, what does that mean for start-ups and small businesses? Let’s break it down.

What Is the Right to Disconnect?

It’s exactly what it sounds like: employees will be able to decline to monitor, read and respond to work-related communication outside their usual work hours—unless their refusal is unreasonable.

What counts as “unreasonable”? Relevant factors include:

The reason for the contact (urgent problem or just a thought cloud?).
Whether the employee is paid extra for being on-call or working additional hours.
Their role (manager vs admin) and responsibilities (what are they employed to do?).
Their personal situation (family, caregiving duties, etc.)

IT’S TIME TO APPLY FOR YOUR DIRECTOR IDENTIFICATION NUMBER

Wed, 23 Feb 2022 21:56:59 -0800

All directors accepting a directorship between 1 November 2021 and 4 April 2022 have 28 days following the date of appointment to apply for their director identification number (DIN). Any director accepting a directorship from 5 April 2022 onwards will need to have applied for their DIN prior to being appointed.

Directors who were appointed prior to 1 November 2021 have until 30 November 2022, unless they accept another directorship in the period set out above.

The DIN is a single registration number that you will keep forever. You do not need to apply for a new DIN foreach company you may be a director of and it won’t expire even if you stop being a director.

How to apply

To get your application started you will first need to have a myGovID (if you haven’t set one up you can find out more here).

You will need to have your Tax File Number and identity documents ready when you make your application.

Your application is made to the Australian Business Registry Service and can be done so by clicking hereRead More

OpenSparkz Case Study: Successful Capital Raise and Effective Commercial Contracts

Thu, 02 Dec 2021 20:45:24 -0800

Metis Law helps entrepreneurs win, with savvy solutions. The firm specialises in assisting tech startups in raising capital and creating effective commercial contracts. That’s why Metis Law was so excited when OpenSparkz reached out about capital raising and creating a myriad of contracts.

The Client: OpenSparkz

OpenSparkz provides businesses with a simple way to offer customers rewards, discounts and other incentives. In their own words, they’ve “re-imagined the world of loyalty & offers.”

When consumers link their existing credit or debit cards, it automatically becomes the offer coupon or loyalty card. They access real-time payment data, calculate the rewards, and automatically notify customers via their mobile or other devices.

The Challenge

“When I found Metis Law, I had just started my company, and I was looking for a new lawyer… I wanted someone who had cap raising and M&A experience but also general contractual items as well.. So, I’ve had specialised lawyers before in my previous dealings, but now I wanted someone a bit different.” - Debra Taylor, Co-Founder and CEO of OpenSparkz.

Debra was introduced to My-Linh and her team at Metis Law through a referral. "I found My-Linh and her team through an introduction by a mutual business acquaintance who had worked with them previously. My-Linh and her team came very highly recommended to me, so when I met them, I was pretty impressed by the relationship they built with me. It’s a very personal relationship, and that’s what I want in someone I have to work very closely...Read More

Subsidiary v Branch When Expanding Into Australia

Tue, 23 Nov 2021 19:14:59 -0800

Australia has gained a lot from New Zealand: Pavlova. Lamingtons. And soon, your business.
If you’re looking to expand your New Zealand business into Australia, there are two common options: establishing or acquiring an Australian subsidiary company or establishing a branch office in Australia. And if you’re scratching your head over the difference between the two, then you’re in the right place. This article will explore both options before you begin your journey across the Tasman.

1. IN A NUTSHELL: A SUBSIDIARY IS A SEPARATE LEGAL ENTITY. A BRANCH ISN'T
So first, let’s look at a subsidiary.
Since a subsidiary is a separate legal entity, this means that it can sue or be sued in its own right. A subsidiary is controlled by and/or owned by a parent company. To qualify as a subsidiary, theparent company must:
(a) Hold more than 50% of the shares in the subsidiary, or
(b) be able to cast more than 50%of the maximum number of votes in a general meeting; or
(c) have control over the composition of the board.
A subsidiary’s liability extends only to its own assets and not to that of the parent company.
Ok then, what’s a branch?
On the other hand, an Australian branch is not a separate legal entity. It can be considered as an “appendage” of its parent company. It has the same operational mandate, and it also reports to and is directed solely by the parent company. And unlike subsidiaries, the parent company will be liable for the actions of its branch.
2. LODGEMENT OF ACCOUNTS
Subsidiary
A subsidiary that is a “large” proprietary company needs to lodge its financial accounts with the Australian Securitiesand Investments Commission (“ASIC“). For small...Read More

Do Directors Have An Obligation To Report A Serious Offence?

Tue, 23 Nov 2021 13:00:44 -0800

DO DIRECTORS HAVE AN OBLIGATION TO REPORT A SERIOUS OFFENCE?
Being the director of a company isn’t always sunshine and rainbows. In some cases, you may become aware of something you know or believe is a serious offence. It’s not an ideal day in the office. But knowing your obligations can make this sticky situation, well, a little less sticky.
So, what obligations do you, as a director, have to report the offence to the police? Let’s dive into the statutory obligation for company directors to report “serious indictable offences.”

1. STATUTORY OBLIGATION TO REPORT
In NSW, there is a unique obligation for adults to report serious indictable offences (“SIO”) to the police.
Under the Crimes Act 1900 (NSW) (the “Act”), if you know or believe that an SIO has taken place and you know or believe that you haveinformation that might be of material assistance in having the offen derarrested, prosecuted or convicted, then you have a statutory obligation to report it to the NSW police.
Now, this does not require a person to have witnessed the offence being committed. Instead, they just need to have knowledge of it (beyond suspicion).
For example, in Wilson v DDP (NSW) [2017] NSWCA 128, the accused had “developed” knowledge of a sexual assault committed on a boy through someone telling him in a confessional. He did not witness the actual alleged offence. However, because he didn’t report it to the police, he was found guilty of concealing a serious indictable offence. Yikes.
As a director of a company, it’s highly likely you’ll become aware of workplace serious misconduct (such as assault or fraud) indirectly – perhaps through a manager. If you believe the allegations are true (to determine this, you can conduct a workplace investigation), then you would be...Read More

Decision Making Powers of Directors (and where to find them)

Wed, 17 Nov 2021 23:51:23 -0800

On average, adults make more than 35,000 decisions a day. What to wear. Where to eat. Would you like sugar in your coffee?
But as a company director, some of your daily decisions carry a lot more weight. They can make or break your success. For this reason, company directors must be crystal clear on their powers and obligations when making decisions. Let’s dive in.
There are 3 key places where a director’s decision making power comes from:
1. Legislation: Corporations Act 2001 (Cth) (“Corps Act”)
2. Constitution: (that is, if the company has one)
3. Shareholders’Agreement: if there is one between the shareholders ofthe company.
There are no legal obligations for your company to have a Constitution or Shareholders’ Agreement. But in saying that, companies can adopt a Constitution so they get to control how decisions are made. A no-brainer for most. And where there is more than one shareholder, prudent companies will have a Shareholders’ Agreement.
So, let’s look at each in turn.
Legislation
The Corps Act has a set of rules that govern how companies’ decisions are to be made – they’re appropriately named the replaceable rules. And these rules apply to all companies that don’t have a Constitution.
In relation to directors’ powers, the replaceable rules deal with:
- What powers directors have (s198A);
- How to call a directors’ meeting (s248C);
- The minimum number of attendees required at ameeting (quorum) (s248F);
- How a resolution of a directors’ meeting ispassed (s248G); and
- Directors’ ability to call a meeting of shareholders (249C). The Corps Act also has several other obligations relating to directors that are not replaceable (in other words, they apply regardless ofwhether the company has a Constitution or not). For example, all directors must discharge their duties...Read More

Neighbourlytics Case Study: Raising Capital Successfully and Employee Share Option Plan Solutions

Mon, 08 Nov 2021 19:10:14 -0800

Metis Law specialises in raise capital for tech companies. That’s why we were so excited when Neighbourlytics reached out when they were about to do a seed investment round.
The Client: Neighbourlytics
Neighbourlytics is a data analytics startup based in Melbourne that works with the property sector to provide data about the urban life of neighbourhoods.
Measuring urban life using traditional data sources - like the census or surveys - is expensive, time-consuming, and unreliable – so the team built a better way.
Neighbourlyticsmake it their mission to help build better communities by understanding people'shabits and needs. They analyse vast amounts of information about how localneighbourhoods work, providing insights into a range of Urban Life aspects.From which businesses are popular, to where are the hubs of activity on theweekends, Neighbourlyitcs provides the property sector with data that changesthe way decisions are made in urban planning. .
They measure urban life and provide the property sector with data that changes the way decisions are made in urban planning.
The Challenges
Undertaking seed investment for the first time
When we came across Metis Law, we...Read More

AbilityMap Case Study: Successfully raising capital with quality legal documents

Wed, 03 Nov 2021 20:06:47 -0700

Metis Law specializes in raising capital for tech startups, which is why we were so excited when AbilityMap reached out to us at the beginning of 2017 about raising funds from their network offriends and family.
The Client: AbilityMap
AbilityMap is a behavioural measurement and modelling platform that enables customers to drive productivity across their workforce.
AbilityMap works by providing insights into how companies can improve the performance of their employees. They measure and analyse the capabilities of an individual in the workplace before determining how they can drive productivity. The business intelligence platform shows where and how to develop existing teams and when you've found the right talent.
The Challenge
"When it came to the capital raise, we went out forour first round to essentially our network and a couple of friends and family. It was our first raise, and it's easy to get lost in different components of capital raise that can occur."
- Mike Erlin, Co-founder and CEO of AbilityMap
AbilityMap had some severe legal matters to consider before getting off the ground. They needed documents that ensured they could take on new projects, access private...Read More

Seminar – Demystifying Blockchain

Sun, 10 Oct 2021 21:07:18 -0700

Have you been hearing about blockchain, bitcoin, crypto and NFTs and still don't really "get" it or know how it could be relevant to your business? This will be a great, simple intro where I demystify the tech and talk about the opportunities it presents for entrepreneurs and businesses in the future. Details are below. Spaces are limited. Book your ticket early at the link below to avoid missing out.
Date: Thursday 30 September 2021
Time: 6 - 7pm
Venue: Genius Co-Working 1091 Ferry Road, Ferrymead, Christchurch
Light nibbles will be provided + door prize to get you started in crypto investing. General networking before and after the talk.
https://www.meetup.com/en-AU/genius-co-working-business-networking/events/280161555/
Term Sheet Guru empowers Founders to raise capital with confidence. Join our Facebook Group for lots of free tips and info and be the first to know out when our new podcast will be launched.
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Show Me The Money – Straight Forward Podcast About Capital Raising

Wed, 04 Aug 2021 20:47:22 -0700

My-Linh Dang spoke to Kim McKay from the Straight Forward podcast about capital raising for businesses. My-Linh discusses different capital raising structures, building your investor network and preparing for a raise.
Listen to the interview here: Straight Forward Podcast.
Still have questions on capital raising? Pick up the phone to a savvy lawyer, on-demand, by joining Metis Law Platinum. Click here to find out more. Or contact us at metis_at_metislaw.com.au or on (02) 8880 9383.
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