Business & Commercial Law

Commercial law concerns a range of transactions affecting a business enterprise. A business should be supported by appropriate legal and financial advice to ensure sustainability and growth, minimise commercial disputes and to protect owners and directors from personal liability.

Our commercial lawyers act for a range of business entities and will discuss your individual circumstances to tailor solutions for the many planned and unplanned events that occur throughout the life of a business.

Business sales & purchases

Our experienced lawyers can advise you when buying or selling a business and often work with our clients’ accountants or other professionals to ensure a holistic approach is taken to the various elements of a business transaction.

Agreed terms and conditions should be documented in a formal contract, and incidental agreements like commercial leases considered. The contract should deal with a range of matters including the parties’ respective rights and obligations, GST and other taxation matters, calculation of goodwill and inventory, transferring employees, and processes to manage disputes and contingencies.

We can help with:

Choosing the most suitable business structure
Reviewing, drafting, and negotiating contracts for the sale of business
Reviewing and advising on lease terms
Goodwill and valuation of business assets
Taxation considerations
Transferring liquor licences and poker machine entitlements
Transferring equipment leases
Franchising agreements
Recommending and arranging due diligence searches and inspections

Choosing the right business structure

The legal structure through which you operate your business should be considered at the beginning of your new venture and should take account of your personal and financial circumstances, your goals, and future plans for the business.

For a small enterprise it may be appropriate to operate as a sole trader however consideration must be given to the business owner’s level of exposure to liability.

If you are going into business with one or more others, a formal partnership agreement is essential to govern the relationship between the parties. Partnership agreements set out agreed processes for managing the business and can deal with business succession such as the death or retirement of a partner and transfer of shares. All too often we see people getting involved in a partnership without properly documenting their plans and having a structure in place to handle unexpected events or deal with the business’ growth.

The registration of a limited liability company is a popular structure for running a business. A registered company is a separate legal entity providing the officers and shareholders a certain level of protection from personal liability for the company’s debts. Companies however have strict reporting requirements and directors are subject to a range of fiduciary and statutory duties. Directors should be aware of these laws and, if facing challenges that place them at risk of breaching them, obtain urgent legal advice.

If set up properly, a family trust or unit trust can provide asset protection and the favourable treatment of taxation. Trusts are however complex and must be correctly structured and administered to ensure the perceived benefits outweigh the costs and ongoing fees.

Business contracts

Business contracts such as service and supply agreements or licence agreements, are fundamental to any enterprise and govern the legal rights and responsibilities of the parties to a commercial transaction.

Involving a lawyer in preparing or reviewing your business contracts can help keep negotiations on track and ensure that important provisions are not overlooked, and personal and business interests are protected.

The subject matter of a contract can vary considerably, from a single transaction for the sale of one product, to the ongoing provision of services over many months. The breadth of a contract will depend on the subject matter, its duration, and the complexity of the transaction.

Commercial and retail leases

Commercial and retail leases set out the legal terms and conditions through which a business may occupy premises to run an enterprise. Whether you are a lessor or lessee, a lease agreement should be formally prepared and reviewed by an experienced lawyer to ensure any compliance issues are addressed and that there is a balance of rights between the parties. Many lease disputes can be avoided by ensuring a well-drafted lease with clear terms and conditions is in place, and the parties to the agreement receive independent legal advice.

Debt recovery and insolvency

Debt recovery and insolvency issues are common situations encountered by many businesses. There are various ways to pursue an unpaid debt, including the commencement of court proceedings or by serving a statutory demand under the Corporations Act 2001. To avoid throwing good money after bad however, it is important to choose the most cost-effective and appropriate method.

Companies facing insolvency issues may have various options to manage the situation. It is important however, that directors of companies in such circumstances obtain urgent professional advice to ensure the best possible outcome for the company and to minimise the risk of breaching their legal duties and, as a consequence, being personally liable for company debts.

Commercial disputes

A commercial dispute can escalate and become protracted if not managed effectively from the outset. Many disputes are resolved through negotiation and without resorting to expensive litigation and court proceedings. If you are involved in a business dispute, we recommend obtaining legal advice sooner rather than later. Our lawyers will review your situation to explain the most appropriate and cost-effective way forward.

If you need any assistance, contact one of our lawyers at [email protected] or call 07 3261 0400 for a no-obligation discussion and for expert legal advice.