Business & Commercial Law

No matter how big or small your venture is, or what industry you operate in, having experienced professionals by your side can help you comply with your obligations as a business owner, minimise risk, and structure your operations for growth and expansion. Whether you are a sole proprietor, partner, or director, we can help you navigate the many challenges and opportunities faced in the commercial world. We can assist with:

• Buying and selling a business
• Business structures and restructures
• Commercial and business contracts
• Shareholder agreements / partnership agreements
• Commercial and retail leasing
• Corporate structures / governance / compliance

Choosing a business structure

If you are running a business, it is important to have the right legal structure in place to support your goals. We can help you choose a structure suited to your needs and, if relevant, provides for future growth and the protection of assets. When starting out, it can also be helpful to speak to an accountant, so you understand the financial and tax implications of your proposed business structure.

An individual can set up as a sole trader using an Australian Business Number (ABN). Operating as a sole trader is simple and cost effective however the owner is wholly liable for the debts and activities of the business.

A partnership may be ideal when two or more people share the same vision of success, with each contributing their skills, experience, and resources to run the enterprise. The downside is that there is potential for conflict between partners and all partners are jointly and severally liable for the debts of the business. Having a well drafted partnership agreement in place can help steer the direction and management of the business and minimise potential disputes down the track.

An incorporated company structure is popular for small-medium sized businesses and may be a better option, particularly if you want to grow your business. While there are some setup and ongoing costs for a company, companies may be able to access more favourable tax rates and transfer of ownership can be affected through the sale of shares. A company is a separate legal entity and can also provide a certain level of protection for its officeholders.

A trust structure can help protect assets and may offer taxation benefits. Trusts can be complex, however, and must be compliant and administered correctly to achieve their proposed objectives.

Buying or selling a business

After settling on the terms and conditions for buying or selling a business, you need to ensure that your negotiations are incorporated into a binding written contract. The buyer and seller should be individually represented. It can also be beneficial to involve an accountant before embarking on your business venture. Your professional team can help structure the transaction to provide an optimum outcome and to protect your interests. Considerations when buying or selling a business include:

• the structure of the purchase price and apportionment of goodwill, stock, plant, equipment, and inventory
• the tax implications of the transaction, i.e., transfer duty, Goods and Services Tax (GST) and Capital Gains Tax (CGT)
• the terms and conditions of associated agreements such as commercial leases and service contracts, and how they will be transferred
• provisions for transferring intellectual property such as business names, trademarks, and domain names, to the new owner
• employment arrangements for existing employees, transfers, offers, redundancies, and calculation of leave and other entitlements
• restraint of trade and confidentiality provisions
• agreed training periods, representations, and warranties

If you need any assistance, contact [email protected] or call 07 5474 1371 for expert legal advice.