Commercial & Business Law
If you own a business or manage a company, it is important to have a team of reliable professionals to help you navigate the many legal issues that arise. Business in Australia is highly regulated, and you need to get things right to ensure sustainability and growth and to protect the interests of those involved. We provide a range of commercial law services for businesses of varying types and sizes. We can help with:
- Buying and selling a business
- Business structures and business restructuring
- Commercial and business contracts
- Intellectual property matters
- Commercial and business disputes
- Shareholder agreements
- Partnership agreements
- Employment law and workplace issues
- Commercial and retail leasing
Buying or Selling a Business
If you are buying or selling a business, there is much to consider beyond listing what has been verbally negotiated.
The sale and purchase agreement may need to cover ancillary arrangements integral to running the business, such as the transfer of a commercial lease or service contract. Purchasers will need to check the suitability of these contracts and sellers will need to check the provisions for transferring these rights to the new owner. Other considerations include the tax implications, GST and transfer duty (if relevant), apportionment of the purchase price, warranties and training periods, and provisions for existing employees, etc.
An experienced business lawyer can help bring your negotiations together in a written contract that clearly sets out the terms of your agreement, protects your interests, and provides for a range of contingencies. If necessary, we can work with your accountant to ensure the arrangements are structured for optimum outcome.
Choosing a Business Structure
The structure you choose for your business might depend on the scale of your proposed operations and plans for future growth, the industry in which you operate, and your financial and personal circumstances. We can help you choose a structure that fits your needs.
Sole traders (or sole proprietors) operate their businesses as individuals which can be a cost-effective structure for a single person business. There are two key considerations:
- Sole traders are solely responsible for the operations of the business, including any legal and financial liabilities incurred
- All income from the business will be treated as personal income and taxed at the relevant personal income tax rates
Partnerships are relatively simple business structures to set up when two or more individuals contribute to and run a business together. A potential downside is that ordinarily each partner will have unlimited liability for any debts incurred through the partnership, no matter which partner incurs the debt. A partnership agreement is essential to govern how the partnership operates, arrangements for profit sharing, termination, retirement, handling disputes, or sale of the business, etc.
Company structures enable a business to be set up as a separate legal entity to its officers. The company can enter agreements in its own name and any income is earned by the company and not the individuals involved. This may result in a more beneficial tax rate than if earnings are classified as personal income.
Companies are regulated by the Australian Securities and Investments Commission (ASIC) and have specific reporting requirements. Company directors also have several common law and statutory duties such as avoiding insolvent trading, conflicts of interests and acting in the company’s best interests.
Buying or Selling a Franchise
A franchise is an arrangement whereby the owner of a branded product or service (franchisor) assigns to a third party (franchisee) the right to sell the product or service using the franchisor’s brand. Examples include Dominos and Jim’s Mowing.
The franchisee buys a licence to run the franchise business through its own business entity but operates using the franchisor’s existing structure, marketing, and systems.
Franchises in Australia are regulated by the Franchising Code of Conduct which sets out mandatory requirements for the sale, purchase and operation of franchises and provides important protection for franchisees.
Recovering Business Debts
For many businesses, debt collection is an annoyingly necessary part of operations. If somebody owes your business money, you might want advice on what your options are to get the debt paid. We can help you find a cost effective and appropriate strategy to get the money back. This might include sending a letter of demand or a statutory demand, negotiating a payment plan, or seeking judgment for the debt in the appropriate court.
Trusts and Asset Protection
A trust is a structure that holds assets for the benefit of others, the effect being the separation of the beneficial from the legal ownership of those assets. Trusts can be effective in protecting property and beneficiaries and can provide flexibility in distributing income and property. There can also be taxation advantages provided the trust is properly established and managed. We can advise on the creation, management, and compliance requirements for all types of trusts.
If your business is involved in a dispute, it is important to understand your legal position and deal with the matter promptly and professionally.
Rather than going to court, it is often beneficial to try resolving your matter using an alternative dispute resolution process such as negotiation and mediation. These processes generally provide lower-cost solutions and more flexible ways to resolve a legal problem. We can provide guidance on managing and resolving your commercial dispute in a way that is cost-effective and delivers the best possible outcome.
If you need assistance, contact one of our lawyers at [email protected] or call 02 9181 4777 for a no-obligation discussion and for expert legal advice.