Whether you are starting a business and looking for legal advice, looking for a business lawyer to assist with planning to buy or sell a business we can help. We offer practical legal solutions to individuals and small businesses.
We can assist with:
- Business structures: If you are establishing a new business enterprise, we can help you make sure that you are setting the business up soundly, whether by partnership, joint venture, company, trust or franchise.
- Business contracts: Our commercial lawyer can prepare or review all types of legal contracts including purchase or sale of business, put and call options, franchise agreements, supply agreements, service agreements, distribution agreements, partnership agreements, commercial contracts. We’ll make sure that the contract terms and conditions are suitable for your business now and into the future and ensure that due diligence standards are met.
- Franchises: If you’re looking to buy into a franchise, we can help you go through the franchise agreement and franchisor disclosure documents to make sure that you are aware of all of the issues that could make or break your new business.
- Property and leasing: We can assist with retail leasing and commercial leasing for both landlords and tenants. We can also assist with the sale or purchase of commercial property.
Buying or selling a business
Each party to a sale or purchase of business transaction should be independently advised by a lawyer and an accountant.
We can help with:
- Business structures
- Lease terms
- Put and call options
- Goodwill and valuation of business assets
- Tax considerations
- Liaison with financial institutions
- Transfers of liquor licences and poker machine entitlements
- Transfers of equipment licences
- Franchising agreements
- Arranging due diligence searches and inspections
- Organising and attending settlement
Different types of business structures
The legal structure you choose to run your business generally depends on the scale of your proposed operations, your 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.
Common business structures include:
- Sole traders – may be appropriate when starting a small-scale enterprise on your own using an Australian Business Number (ABN). A sole trader is legally and financially responsible for all aspects of the business.
- Partnerships – may be ideal when another person or people are involved in, and contributing to, the business. In such cases debts and losses incurred are shared by the partners regardless of which partner ‘incurs’ the relevant debts or losses. A formal partnership agreement is important to allocate rights and responsibilities between the partners and can set out procedures for termination, retirement, disputes, or sale of the business.
- Companies – corporate structures can provide some level of protection for directors and officers. The company has its own legal identity and can enter contracts in its own name. Companies are registered with the Australian Securities and Investments Commission (ASIC) and have ongoing costs and annual reporting obligations.
- Trusts – can assist with asset protection and may provide more strategic outcomes when it comes to income tax and capital gains. Trusts are complex however and must meet compliance requirements and be properly managed to ensure they deliver the anticipated outcomes.
A commercial lease is a legally binding contract between a business owner (the lessee or tenant) and the owner of commercial property (the lessor or landlord). The agreement sets out the rights and responsibilities of each party and the terms under which the lessee may occupy the premises to conduct its business operations.
FAQs for lessees
Lease documents are a good deal more complicated than residential leases, because the lease is usually heavily customised to the individual situation. The lease terms and conditions need to be carefully read to make sure that they match the needs of your business, as any mistakes at the beginning could make or break your new business.
Can I negotiate the terms of a lease?
Yes, lease terms are often negotiable. The specific terms or restrictions which may be up for negotiation include the rent amount, rent increases, the duration of the lease, the modifications you can make to the property and whether you can transfer or assign the lease.
What else should I look for?
This is hard to answer without knowing your specific situation and your business requirements. Some of the common things we find we need to discuss with clients include:
- If you’re a new business, check that the length of the lease suits you, as many landlords prefer to lock in a longer lease.
- There are several ways to calculate rental increases so make sure you understand and agree to the one chosen by your lessor.
- Read the section on property improvements very carefully as it should set out who can make changes, who pays for the modifications and whether you have to return the property to its original condition at the end of the lease.
- Make sure the lease includes all the areas you expect to use including bathrooms, parking areas and common areas.
- Be careful that the lease doesn’t stop you from erecting signs in certain areas.
Please seek legal advice before you make any commitments, including signing an offer, paying a deposit or moving anything you own into the property.
What if I am in a dispute with my landlord?
First, find your lease documents and read them carefully, making sure that you completely understand the legal terms and conditions.
Secondly, make sure you understand your legal rights and responsibilities and those of your landlord.
Then consider the options, which include negotiation, mediation, and court action.