Buying a house is one of life’s major purchases. If not managed correctly it can become a prolonged and stressful process. In todays article we outline the things you can do to make sure the whole process runs as smoothly as possible.
It is extremely important to know your borrowing capacity when you are looking at purchasing a property so it is best to obtain a pre-approval from your bank/broker before the temptation of looking for your new home.
Once you have decided on a property you must execute any loan documents with your bank as a matter of urgency to avoid any delays with Settlement.
In the ACT it is a requirement for the Seller to provide a Building Report, however you can have the property assessed by an independent building inspector, remembering that you will be responsible for the cost of the Seller’s building reports and any independent inspections you obtain.
We would highly recommend that you obtain an independent Asbestos Report for any home that was built over 30 years ago due to the recent issues with the Asbestos known as Mr Fluffy.
This is important because they have likely seen it all before and know the best way to handle all kinds of situations involved in the process, they will have a high level of knowledge and relationships with other people in the industry.
Things do go wrong when purchasing property, the most common being:
If the loan cannot be processed by the date of settlement, you will be unable to meet your settlement obligations on time. This will cause you to be in breach of your Contract of Sale and you may incur penalty fees, interest, or termination of the contract in some cases. Be sure to discuss all of your options with your solicitor or conveyancer to help ensure that all of your loan documents will be able to be processed in a timely manner. In some cases, you will also be able to apply for a settlement extension.
If you notice flaws or maintenance issues when you conduct a final inspection of the property, you will need to discuss your rights with your conveyancer. You have certain rights under the Contract of Sale and you should be able to dispute the condition of the property. This is unfortunately a quite common issue, which your solicitor or conveyancer will be able to assist you with.
When any of these issues arise, it’s vital to have an experienced conveyancer or solicitor on your side to assist you. They can help you navigate each problem according to your specific situation and needs.
If settlement is cancelled for any reason by either the Seller or the Buyer, Chamberlains can discuss with the Seller’s solicitor if occupation would be available. The Seller is entitled to decline this request however if they agree the solicitors will prepare an occupation agreement and negotiate a rental amount that can be adjusted for on settlement. If the Buyer takes occupation prior to settlement the Buyer is expected to accept the property in its current state.
Every decade or so a law is introduced which dramatically shifts the operating paradigm of an industry. Not unlike the now ubiquitous Building and Construction Industry Security of Payments the Personal Property Securities Act 2009 (Cth) (PPSA) has significantly impacted the legal environment for many sectors and has created new challenges for credit managers and directors nationwide.
Particularly, the PPSA has significantly changed the way businesses think about their retention of title when supplying goods on credit. It has imposed further registration requirements on parties to ensure they are properly protecting their interests and has shifted the manner in which retention of title matters are addressed in insolvency scenarios.
Accordingly, it is important for businesses to keep a few things in mind when considering your retention of title interest pursuant to the PPSA.
Section 14 of the PPSA defines retention of title interests as purchase money security interests (PMSI), granting them super priority if registered properly.
When registering their retention of title interests as PMSIs businesses must also state that the interest is a PMSI on the registration. A registration that incorrectly claims a PMSI is ineffective, according to sections 160 & 165 of the PPSA.
The PPSA also imposes deadlines on the timing of registrations. PMSIs must be registered within the required time to ensure that their priority status is preserved. This means prior to supply for inventory and within 15 days of supply for non-inventory goods in accordance with section 10 of the PPSA.
It is also vital that businesses ensure they have properly executed security agreements or terms of trade in place before they supply goods. They must also ensure their documentation is in order and their retention of title claim is properly mirrored and supported by all of their documentation including:
1. Terms of trade.
2. Delivery dockets
3. Proforma purchase orders.
4. Tax invoices.
5. Consignment notes.
Documentation does not have to be complicated, nor does it have to be expensive. Chamberlains can you provide businesses with a detailed suite of operating precedents and advice on implementation regarding a wide variety of PPSA matters including retention of title.
Click on our articles below to learn more:
New Security of Payment Regulation Increases Protections for Builders in NSW Residential Disputes
New Powers for NSW Building Commissioner
NSW Government abolishes stamp duty to boost construction industry
In the 3rd and final part of this series we discuss the strategies available to reduce the risk of triggering undesirable tax consequences and ensure the flexible entry and exit of people involved.
Every business should have a Governance Agreement which governs the relationships of the key participants. The agreement can be drafted to incorporate ‘buy/sell’ mechanisms, detailing the procedure for the exit and entry of key persons. This could include forced exit in particular circumstances (for example where a key person dies or becomes incapacitated).
By issuing particular types of shares in a company or units in a Unit Trust, you may lessen the risk of triggering tax consequences and issues associated with removing shareholders. If done properly, the issue of equity:
You should also consider issuing equity in escrow, which means that contributors would not receive full title to their equity unless they met certain conditions.
For example, you could consider issuing equity with a requirement that the contributor sell their share or unit back to the owners if they leave the business within a set period of time or if they breached their terms of employment.
Call Options could also be incorporated to allow the owners of the business the ability to buy back equity if certain trigger events occur.
A careless beginning can cause you a world of pain down the track. Choosing the right structure for your IT start-up business and thinking carefully about governance and the way in which people participate in the business are essential considerations.
With proper planning, you can ensure that your business is set up in a tax effective and asset protective manner that is appropriate for its business lifecycle: start-up, growth and sale.
By seeking specific advice from Chamberlains Law Firm, you can put in place the best possible structure and launch your idea in a way that maximises your chances of success.
When starting out through a company or Unit Trust, IT software developers commonly use the unpaid services of programmers and other experts to launch the business. In return, those contributors receive equity (units in a Unit Trust, or shares in a company).
Many people don’t appreciate the implications of issuing equity in this way, for both the employees and for the business.
Firstly, the ATO may deem equity issued to a contributor in lieu of salary or wages, as assessable income. This means that the market value of the equity (or the discount) forms a part of their assessable income and is taxed in their hands at their personal tax rate.
Value shifting
The issue of equity for no consideration or at a discount may trigger the ‘value shifting’ provisions under Division 725 of the Act, resulting in a CGT liability for existing shareholders.
Value shifting occurs when:
• a transaction or arrangement takes place where there is a decrease in market value of one or more equity interests;
• the decrease in value is reasonably attributable to one or more things done under a scheme; and
• it has resulted from the issue of shares at a discount or for no consideration.
Issuing equity either for free or at a discount is likely to create a value shift involving equity interests of the existing shareholders or unit holders, as their interests will decrease in value.
The small business CGT concessions allow certain eligible small business owners to absorb a capital gain on a sale of the business.
Issuing equity may result in shareholders or unit holders losing the advantage of the small business CGT concessions. This is because the introduction of new classes of equity and shareholders can affect the eligibility of individuals to qualify for the concessions.
Another issue that should be considered is the way in which people are removed if things don’t work out. Many people don’t realise the importance of properly structuring their business so as to avoid complications and conflict down the track.
1. Choosing the best business structure for your business
2. Issuing Equity
3.The strategies you can implement to limit complications and conflict down the track.
Starting up a business in the IT industry requires much more than an idea. Among many important considerations is the fundamental question of which type of structure should be adopted.
The ideal structure depends on a business’ objectives, circumstances and long-term goals. Choosing the right structure can mean success and prosperity. Getting it wrong can see you losing personal assets to creditors and shutting shop, or paying hefty tax bills unnecessarily.
There are also concerns specific to the IT industry, for example:
• the nature of IT business assets (a business may see a significant capital gain when selling an IT business);
• the way in which people contribute their services to launch an idea, and how they can be rewarded for their efforts;
• if things don’t go as expected, the way in which people can exit the business;
• tax liability and any potential tax ‘traps’; and
• the way in which the management of the business will be governed.
With these concerns in mind we have outlined the options available to those starting a business in the IT industry, balancing benefits against downsides and potential problems.
A discretionary trust is commonly used as a vehicle through which to run a business. It can provide a high level of asset protection and is one of the most tax effective structures available.
For those looking to establish a business, this is a particularly attractive option due to the 50% CGT discount available to trusts. The discount applies where a trust or an individual sells an asset (such as a business) owned by them for at least 1 year: section 115-10 of the Income Tax Assessment Act 1997 (Cth) (“the Act”).
In the IT industry, you may turn an idea of zero monetary worth into software or a business of significant value. As the business itself can be a CGT asset, selling it later down the track may see you incur a hefty capital gain. The ability to halve that liability is a huge advantage.
In addition, a discretionary trust offers tax flexibility in being able to distribute income between family members on the lowest marginal rate of tax.
However, you should also consider the following disadvantages of running your business through a discretionary trust:
• discretionary trusts may need to make a ‘Family Trust Election’ which limits distributions to members of the family group;
• any income not distributed at the end of the financial year is taxed at the highest rate in the hands of the trustee, meaning that retaining earnings may result in a huge tax bill; and
• this structure is not appropriate where you intend on introducing equity participants.
An alternative to the Discretionary Trust is the Unit Trust. It has the following attributes:
• like a Discretionary Trust, the Unit Trust can receive the highly desirable 50% CGT discount;
• the Unit Trust is more like a company structure, with people buying ‘units’ (similar to shares in a company) which entitle them to a proportion of business income;
• income is taxed in the hands of the unit holders;
• employees can be issued with units.
Getting started with a company is a popular option as this is one of the most easily understood structures, with the required advice and documents readily available. It is relatively simple to operate, income is taxed at a flat 30% and it can retain working capital. It is also relatively easy to introduce investors, shareholders enjoy limited liability, and Directors are also shielded to a certain extent.
The biggest downside for an IT start-up is that companies are not eligible in any circumstances for the 50% CGT discount.
Choosing the right structure for your IT start-up business and thinking carefully about governance and the way in which people participate in the business are essential considerations. With proper planning, you can ensure that your business is set up in a tax effective and asset protective manner that is appropriate for its business lifecycle: start-up, growth and sale. By seeking specific advice from Chamberlains Law Firm, you can put in place the best possible structure and launch your idea in a way that maximises your chances of success.
Your will is the full stop at the end of your life. It’s the document that expresses your wishes, acknowledges key relationships and can demonstrate a life of purpose and commitment to important causes.
Having a Will and an Enduring Power of Attorney in place is essential for everyone, however particular issues should be taken into consideration at the following key stages in one’s life:
While your twenties are probably more about partying than planning, as soon as you start acquiring assets, whether it is property or your first car, you should have a Will to ensure that your assets pass to your intended beneficiaries.
Death seems like an unlikely event when you are young and healthy, but young people are over-represented in injury statistics. In NSW alone unintentional injury accounts for more than 150 deaths of young people each year .
Even if you don’t have substantial assets, if you work full time and have superannuation, you are likely to have a considerable sized insurance policy as part of your super. If you’re living with a de-facto spouse and don’t have a Will, under intestacy law (the law which determines how assets pass if you don’t have a Will), your girlfriend or boyfriend may automatically receive benefits from your estate and this may not be your intention.
Your thirties can be a bit like the children’s verse – ‘first comes love, then comes marriage, then comes baby in the baby carriage’. Your Will needs to be updated to reflect your changing family circumstances.
Even if you did a Will in your twenties, what most people don’t realise is that marriage actually revokes a Will. Marriage can also bring more than two people together. Where partners have children from previous marriages, whole families are combined and it’s important to decide whether you will favour your biological children in your Will or whether all children will be treated equally.
If you have children, you should also consider who will look after them and act as their guardian should something happen to you. You need to ensure that you leave your estate in a manner that will protect vulnerable children from third parties and from themselves. This may mean ensuring that 18 year-old children do not have unfettered access to their inheritance, but instead, their inheritance can be used for productive purposes and managed on their behalf until they reach a particular age. A testamentary trust can achieve this.
You should also consider what would happen if the bread winner in the family died. Would the surviving parent have to work? Could they stay at home and continue to look after the children? What are the existing debts and would there be sufficient assets and funds to cover these? If you have young children, a testamentary trust can offer your children both tax effectiveness and asset protection benefits.
This is the time in your life where you start accumulating substantial assets (including super). It’s important to update your Will when there are any significant changes to the value of your estate.
Unfortunately, according to the Australian Bureau of Statistics, your forties are also more likely to be the age at which you divorce . Divorce is another important event to review your estate planning. Divorce invalidates any gift to your ex-spouse which, depending on your circumstances may or may not align with your intentions. For example if you had young children that were going to live with your ex-spouse, you may intend to maintain provision for them in your Will.
You also need to consider any particular issues relating to your beneficiaries that need to be taken into consideration such as children with disabilities or the care for elderly parents. What about your own circumstances, do you have adequate funds to pay down debt if your partner died?
The ‘sandwich generation’ refers to people who care for their ageing parents while supporting their own children. Have you spoken to your parents about what would happen if they died or became incapacitated? Do they have a Will and have you discussed their wishes around health care; where they live; who should make financial and legal decisions for them and what kind of life-saving measures they desire – these are all topics that should be gently raised.
While your children may be grown, you may still be supporting them financially (university, weddings, first homes). You may also be taking on more care of elderly parents. Estate planning becomes very important at this stage as you manage your current responsibilities but also prepare for the future.
Your Will also needs to be updated if the executor named in your Will has become ill, died or can no longer handle the responsibility.
You may need to update your Will if there’s been a death of a family member or beneficiary. You also need to ensure that you have left your estate to your children in a manner that will provide them with ongoing tax benefits as well as protect their inheritance from relationship breakdown and bankruptcy. Have you adequately provided for grandchildren?
Is your Will up to date and appropriate for the circumstances of your beneficiaries? Have your children remarried, divorced or do they have blended families? Legacies also change over time and some may have devalued, you may have bought or sold assets. Are the details in your estate still up-to-date?
Do you have a valid Enduring Power of Attorney to cover you if you lost capacity? Have you reviewed your superannuation arrangements and determined how much tax would be levied on your super if you died and it passed to your adult children. 16.5% in death benefit taxes are levied on the taxable component of superannuation passing to adult children. There are strategies that can be implemented after the age of sixty to reduce these.
Have you considered who should make decisions on your behalf if you lost capacity? Do you want to be kept alive on life support or authorise someone to refuse medical treatment or turn off life support?
You should review your Will regularly, every five years or whenever there are significant changes to your circumstances.
Sandwiched between the needs of elderly parents and dependent children, there’s a growing demographic facing a time when their parents and children will need them simultaneously.
The combination of an ageing population, delayed parenting and grown children staying at home longer has practical, financial and emotional consequences for those caught in the middle.
While there isn’t a one size fits all approach, there are three conversations that every family should have to help them deal with changes and avoid feeling overwhelmed.
The first conversation to have is all about ‘what ifs’ and it’s much easier to have this conversation before there’s a problem and there’s time to plan. It’s important to be clear about what you think and feel before initiating the conversation. Hidden fears and concerns can derail the conversation quickly if you’re not aware of them. The overarching principle of ‘treat others as you wish to be treated’ should be applied in every family conversation. As parents become infirm there may be a tendency to make decisions for them rather than with them. Scenarios around health care; their wishes around where they live; who should make financial and legal decisions for them and what kind of life-saving measures they desire – these are all topics that should be gently raised.
It’s important to make sure that all legal documents are up to date – do they have an up-to-date Will and appropriate Power of Attorney? People don’t always file things in easy-to-find places, so do you know where to find copies of these documents as well as other important information about their financial affairs such as bank accounts and tax information? Does the Power of Attorney deal with the person’s wishes when it comes to life-sustaining measures? During periods of high stress being clear about an elderly parent’s wishes can provide guidance for the whole family especially when a number of siblings are involved.
Just like in the case of an airline emergency, you are useless to your children and your parents if you don’t take care of yourself first. So, make sure your own house is in order. Are your own documents up-to-date should anything happen to you? Do you have a savings buffer in case you need to take time off work to care for elderly parents? How can you preserve your own assets for as long as possible and save towards your own retirement?
Changes in technology, a global economy and new business paradigms that encourage open innovation and community collaboration are seeing us move away from a focus on control to capturing value from knowledge outside the company. These new business models, such as crowd sourcing, peer production and collective invention, use collaboration in innovative ways that can help businesses reduce their expenses and innovate faster. Whilst these new paradigms represent opportunities for growth, companies need to be clear on the impact they have on creating and protecting intellectual property (IP).
Listed below are three issues that should be considered when setting the strategic direction of any company looking at exploring collaborative paradigms.
It is crucial to be clear about who owns the outcomes of collaborative processes because the default legal position can cause enormous problems. For example, discussion of ideas may constitute publication and compromise future patents. Further, copyright is owned by the author so it is possible for collaboration to result in multiple people to owning the copyrights, each of whom has an effective a right of veto over how those rights will be used or exploited. This is a common problem with independent films and games. It can cripple projects and destroy value.
It is important to nail down the nature of the collaborative arrangement. Without clarity you may find yourself in unwanted and burdensome legal relationships. For example, a collaboration may be an unincorporated joint venture where people retain their own separate identity, are responsible for their own expenses, and share in outputs not profit. But collaboration may become a partnership with all partners being jointly and several liable for expenses. Wrongly structured, it is quite possible for a collaboration to result in you being liable for someone else’s unpaid bills.
Smart businesses ensure that everyone in the organisation, employees and contractors, understand what must be shared, what may be shared or what may never be shared with a collaborative partner. This means putting in place Confidentiality and Non-disclosure Agreements (NDA). This does not have to be an expensive affair, there are a number of online legal document portals where you can purchase Confidentiality Agreements or NDAs. However, many online publishers provide “dead” templates for which they accept no responsibility. You should insist on “live” online documents accompanied by a statement of legal advice.
For businesses that utilise competition platforms whereby users submit an idea or design with the possibility of winning a prize, issues around plagiarism and violation of IP are a potential problem. Having a clear Copyright Policy, User Agreement, Code of Conduct or Terms of Service are all proactive steps to discourage any infringements.
While there are issues to be aware of when it comes to managing IP in a new collaborative economy, excluding these new paradigms can mean missed opportunities, especially around the benefits of scale and diversity. Ensuring you have the appropriate agreements and policies in place will enable you to collaborate and keep your IP protected.
Family businesses are a significant and wealthy sector in the Australian economy, accounting for around 70% of all Australian businesses with an average turnover of $12 million per year. For many, the idea of being in business with family is attractive: being involved with people you know and trust, working towards a common goal, building wealth and opportunity for future generations and leaving a lasting legacy for the family. However, entering into such a business should not be done casually or without serious thought. If not properly prepared for, family business arrangements can quickly turn to disaster, souring once healthy relationships and resulting in financial loss and stress.
Governance agreements (such as a shareholder and unit trust agreements) are just as important when going into business with family members as they are when going into business with strangers. The most common traps when entering into business with family members include a lack of communication and understanding and a failure to agree on leadership, remuneration and exit arrangements. There may also be issues when family members marry or divorce, changing the structure of the family. It is easy to see how these issues could lead to disagreements. A survey undertaken in 2009 showed that only 34% of families in business had a formal board structure, only 12% had a constitution, and only 20% had a succession plan in place for their Chief Executive Officer.
Take the following scenario as an example of the pitfalls of entering or participating in a family business without a Governance Agreement in place.
John and Mary Robinson are a couple in their 50s. They decide to go into business with John’s brother Robert and Robert’s wife, Jane. John and Mary have two adult children who also agree to work in the business. Robert and Jane have no children. Upon agreeing to start up a business together, they hire premises and set up a company, ‘Robinsons Pty Ltd’, of which they are all directors and shareholders. They have no written agreements as to remuneration, leadership, or succession. They have strong relationships and believe that they can agree as they go along about how the business should be run.
After two years, Robert and Jane divorce. Robert moves in with a new partner, Kate, who he later marries. Kate does not get along with John and Mary. Robert insists that Kate should be a part of the business. When John and Mary disagree, he loses interest in the business and expresses a desire to leave. However, John and Mary cannot afford to buy him out and do not want him to leave, given his expertise. They agree to allow Kate to play a role (for a considerable salary) and Robert agrees to stay in the business.
Meanwhile, John and Mary’s son Josh has married and had a baby with his wife. As a result he is working less in the business. John and Mary’s daughter Erin is annoyed that she is working harder and getting the same amount of profit as her brother. She discusses her concerns with her parents, who are afraid of angering Josh. They tell her they do not want to say anything about it.
After five years Kate decides that she wishes to leave the city. She and Robert become embroiled in a messy separation which leads to divorce. In their property settlement Kate claims an entitlement to business assets, resulting in significant financial loss.
After ten years Erin dies suddenly in an accident. Her husband inherits her entire estate, including her shares in the company. He has no interest in the business and sells the shares to a friend who John and Mary have never met.
Unfortunately, people often only realise the need for governance agreements when it is too late. In the beginning they may think that the bond of family and the small size of the business make governance agreements superfluous. Legal structures may also seem daunting and costly. Ultimately, however, relationships can and do break down and substantial amounts of money could be lost without an appropriate agreement in place. The potential issues that could occur should be discussed and planned for. Every business, regardless of size, should have at the very least a Governance Agreement.
• management of the business;
• dispute resolution;
• how directors and family members are remunerated;
• the process for declaring and distributing profits;
• how interests are issued to new members;
• what happens if a family member dies or is unable to work;
• succession planning for the exit and entrance of family members;
• how interests in the business can be disposed of;
• funding mechanisms for buying out family members;
• how interests are valued; and
• what happens if one family member wants to sell and the other does not.
Insurance is a common funding mechanism to ‘buy out’ family members and can allow a business to continue to trade without disruption. Where insurance is being used, Jamie Forster, Principal of Elston Assure highlights issues which require consideration and where specialist advice should be sought:
• how will insurance be held and in what entity?
• determining the appropriate amount of cover balanced with the costs of cover;
• incorporating different types of cover as part of an overarching individual and business succession planning strategy, including the use of life cover, TPD, trauma and key man insurance;
• deductibility of premiums; and
• taxation treatment of benefits.
For example, John and Mary could have bought out Robert’s share, allowing him to cease work in the business and avoiding the later complications with Kate. Erin may have been better able to raise her concerns about profits and the division of labour, and could even have offered to buy Josh’s share. Upon Erin’s death, a Governance Agreement could have provided for her interest to pass to the surviving shareholders with an insurance pay-out for her husband, rather than her uninterested husband receiving her shares. Even if Erin’s husband were to inherit her shares, a Governance Agreement could have prevented him from selling to an outsider, keeping the business in the family’s hands.
Many of the benefits of a Governance Agreement come about before the document is even drafted. Discussing how the business will be governed raises potential issues which would not otherwise have been considered, allows family members to express differences of opinion and brings peace of mind to those involved. Even the most harmonious of families experience conflict, and it is better to air and plan for any grievances well before you are tied together in a business. Implementing a properly drafted Governance Agreement with appropriate advice from a business risk advisor will provide certainty for family members, creditors and employees and will ensure that your business is able to operate during the good times and the bad times.
A Will is a significant and powerful legal document and, for this reason, it must satisfy certain formal requirements: it must be a written document, signed at the foot by the person making the Will (the testator) in the presence of two adult witnesses, and signed by those witnesses.
However, a document which fails to meet one or more of these criteria will not necessarily fail. A court may be satisfied that a deceased person intended a document to be their Will if it purports to embody their testamentary intentions. In weighing up the validity of such a document, the court will have regard to the manner in which the document was executed and any evidence of the deceased’s testamentary intention. The standard of proof is ‘on the balance of probabilities’ and the courts generally take an expansive approach, as there is a preference to respect, where possible, the stated intentions of a deceased person. Documents that have been found valid include words scratched on a tractor fender, writing on a wall and words inked on an egg.
A recent case illustrates the flexible approach of the courts when assessing documents which fail to satisfy formal requirements. On 6 November 2013 Lyons J of the Queensland Supreme Court found that a document typed on an iPhone was a valid Will, and granted probate to the person named as executor. The deceased had taken his own life shortly after creating the ‘Will’.
There are strong arguments against finding that such a document is a valid Will. Where a document is created with no witnesses, there is no way of showing that it was in fact the deceased who authored it. In addition, a phone can be accessible to others, meaning that another person may have written the ‘Will’.
Nonetheless, Lyons J held that, on the balance of probabilities, this was the Last Will and Testament of the deceased because several factors showed the deceased’s intention for it to be operative. For example, the document began with the words ‘This is the Last Will and Testament…’. It specified the name and address of the deceased, and appointed an executor. The deceased had also typed his name at the foot of the document, where on paper his signature would have been.
This case does not establish that any notes written on a phone can be held to be a Will. There must be evidence of an intention for the document to be operative, and the document must be reasonably clear. However, this is a significant case and another example of the lenient approach taken by the courts to informal documents. It shows the way in which the courts are adapting their application of the law to the modern age of technology and paves the way for other electronic documents, created in the absence of witnesses, to be deemed as valid and binding Wills.
With the prevalence of social media, it will be interesting to see whether a ‘Will’ prepared through an app could be valid and whether a Facebook post or tweet could be deemed a valid Will where it is the clear intention of the testator.