Sydney – 02 9904 3434
Port Macquarie – 02 6580 0199

Business & Commercial Law

The key to a successful business is good planning from the beginning. A great idea or product will come to nothing if the basics aren’t right. Partnering with professionals when embarking on your venture can help structure your business for sustainability and growth, while protecting assets and managing risk. We can help with a range of business and commercial law matters including:

  • Business structures
  • Incorporation of new companies
  • Shareholder agreements
  • Sale and purchase of businesses
  • Commercial and retail leases
  • Employment contracts and workplace law
  • Unit trusts / discretionary trusts / hybrid trusts
  • Joint venture agreements
  • Self-managed superannuation funds
  • Commercial dispute resolution and litigation

Choosing a business structure

When choosing a legal structure for your business, you will need to consider the parties involved, the scale of your proposed operations, and your plans for future growth. We can discuss your circumstances and business goals to help you choose a structure that best fits your needs.

Sole traders operate their businesses as individuals which can be a simple cost-effective structure if you are “going it alone”. There are, however, some key considerations. Sole traders are exclusively responsible for the operations of the business, including any legal and financial liabilities; and all income from the business will be treated as personal income and taxed at the relevant personal income tax rates.

Partnerships are also relatively simple to set up and might be ideal if two or more individuals pool resources, contribute to, and run the business together. A potential downside, however, is that typically partners are jointly and severally liable for all the partnership’s debts. A partnership agreement is essential to govern how the partnership operates and can include arrangements for profit sharing, retirement, dispute resolution, sale of the business, and termination of the partnership.

A proprietary limited company is a separate legal entity. The company has its own legal existence, and (apart from some exceptions) liability of the company’s owners for its debts is limited. 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.

A trust is a structure that holds property or income for the benefit of others. Trusts may help protect assets and can provide flexibility in distributing income and property. Structuring and managing a trust, however, can be complex – they must be compliant and effectively administered so the desired outcomes may be achieved.

Corporate restructures

Whether due to crisis or opportunity, a company restructure may be imminent. You may be looking to raise equity, change ownership arrangements, or refinance your business. The restructure of an organisation triggers a range of considerations, for example, the transfer, termination, or possible redundancy of employees. We can provide strategic advice to help owners and executives navigate complex and sensitive commercial issues to achieve focused outcomes.

Sale and purchase of business

An agreement to buy/sell a business should be formally documented in a written, binding contract. You may need to consider:

  • the structure and apportionment of the purchase price, taking into account goodwill, stock, plant, equipment, and inventory
  • Goods and Services Tax and other taxes such as Capital Gains Tax
  • the suitability of and transfer arrangements for ancillary agreements such as commercial leases and service contracts
  • intellectual property such as business names, trade marks, and domain names and provisions for transferring these assets to a 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

Each party should be independently advised by their respective lawyers and accountants who can work together to structure the sale/purchase to provide an optimum outcome that considers the legal and financial implications of the transaction.

Business insurance review and health check

For our business clients we offer a free service where we review your business insurances to ensure you have the right cover at competitive prices – we will check your level of cover and the policy wording to minimise the chances of you having a claim denied or reduced.

If you do have a claim that is denied or reduced, we will advise you on the prospects of succeeding with legal action for free. If our advice is that the claim will succeed, we will act for you on a no-win–no-fee basis.

We will also review your major contracts with suppliers and purchasers and recommend any changes that will benefit your business.

If you need assistance, contact one of our lawyers at [email protected] or call 02 6580 0199 for expert legal advice.