Having a good business lawyer on your side is essential in today’s regulated and competitive market. We can help whether you are looking to start, grow or sell your business, or if you need some advice on a commercial matter. We have been serving Australian businesses for over 25 years. We offer strategic legal solutions and representation for all types of business and commercial matters including:
- Buying and selling a business
- Business structures and business restructuring
- Commercial and business contracts
- Intellectual property, copyright, trademarks, and patents
- Commercial litigation and business disputes
- Shareholder agreements and partnership agreements
- Employment law and workplace matters
- Commercial and retail leasing
- Business succession planning and asset protection
Choosing a Business Structure
We can help you choose a legal structure that best suits your business goals and growth plans.
Operating as a sole trader under an Australian Business Number is likely the simplest and most cost-effective business structure, however the owner is wholly liable for the debts and activities of the business.
A registered company is a popular choice 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 involved, 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 partnership might be ideal when two or more people share the same vision of success with each contributing their skills, experience, and resources to run the business. The downside is that there is potential for conflict between partners and each partner is jointly and severally liable for all debts of the business. A partnership agreement is essential for managing the arrangements and setting out each partners’ rights and responsibilities.
Trusts can help to protect assets, provide flexibility and may offer taxation benefits. Trusts can be complex, however, and must be set up and administered correctly to achieve their objectives.
Buying or Selling a Business
Buying or selling a business requires careful planning to ensure that all negotiations are documented in a written 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 (GST) and other taxes such as Capital Gains Tax (CGT)
- The suitability of, and transfer arrangements for, ancillary agreements such as commercial leases and service contracts
- Intellectual property such as business names, trademarks, and domain names and provisions for transferring these assets to the new owner
- 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
Business Contracts
Most business arrangements can be documented to create enforceable obligations that balance and protect the interests of the parties. A commercial contract should capture the agreed negotiations, set out the parties’ rights and responsibilities and include essential terms such as the scope of services or products to be provided, warranties and indemnities, and dispute resolution processes.
If you need a contract prepared or would like us to review a contract for your business, we can help.
Corporate Governance and Advisory
Good corporate governance requires an understanding of the regulations, controls and policies impacting corporate behaviour, and the role and function of a board and its directors. We can assist with:
- compliance and regulation under the Corporations Act 2001
- appointment and removal of directors and executives
- interpretation of the company constitution
- annual reports and directors’ reports
- advice regarding directors’ duties, conflict of interest issues, shareholder disputes
Business Debt Recovery
In a perfect world, you would never have to chase outstanding debts. In reality, however, it is likely that some clients or customers will be slow payers or refuse to pay their invoices at all. The best approach to chasing debts will depend on the circumstances, the identity of the debtor, and amount owed.
If the debtor is a company, a statutory demand served under the Corporations Act 2001 creates a presumption of insolvency – unless the company pays up or successfully has the demand set aside there may be grounds to commence winding up proceedings.
If the debtor is a sole trader or partnership, you might start with a letter or demand or pursue payment in a local or district court. Depending on the circumstances, there may be room for negotiation, and you could enter into a deed with the debtor for repayment of the debt by instalments.
No matter what is owed and by whom, it is important to avoid throwing good money after bad. We will confirm the legal identity of the debtor and assist you in effectively recovering the debt and reimbursement of your legal costs to the greatest extent possible.
Commercial Disputes
If your business is involved in a dispute, it is important to understand your legal position and deal with the matter promptly. Rather than going to court, we usually recommend 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 review your situation and make recommendations for the most appropriate and cost-effective way to resolve your business dispute.
If you need assistance, or to arrange a consultation with an experienced business lawyer, contact [email protected] or call 02 7256 7050.