No matter how busy things get with your startup or your established business, obtaining smart legal advice  makes good business sense.

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Business Structures

  • Selecting the correct business structure at start up is essential for you to maximise earning potential, minimise personal liability, manage future growth and protect your personal assets.

 

  • If your business plans have evolved or your business requirements have changed, you may need to review your legal business structure.

The main legal structures available to Australian businesses:
Easy setup; Suitable for 1 person; Business income is personal income; Unlimited personal liability
Partnership Agreement required; Suitable family members/trusted associates; Income can be distributed; Generally unlimited personal liability
Cost effective; Suitable for all types; Company income has tax benefits; Personal liability limited; Additional record keeping
Intermediate setup; Suitable for minimising risk; Income can be streamed; Limited personal liability; Additional record keeping
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Business Sale and Purchase

  • Buying an established business instead of starting up from scratch is a less daunting task for some business investors.

  • When selling a business, generally the seller’s lawyer will draft the sale of business agreement and can also assist with the negotiation process.  It is important to consider any tax implications of selling your business asset, such as relevant provisions of the capital gains tax law, which apply if you are selling your business within 12 months of purchase.  Your lawyer can help you with the terms of transferring your contractual or leasing obligations and any finance implications.

  • When purchasing a business, it is crucial you obtain legal advice before signing any business contract, even if using the standard REIQ Business Contract.  

 

  • For example, adding detailed due diligence clauses, can ensure you gain the required access, with sufficient time allowed to conduct a thorough investigation of the business and also make provision for you to walk away from the deal, if all is not as it was represented to be. Other things to consider are:

    • Do you understand your obligations under the intended business legal structure?

    • Are there any legal proceedings pending against the business or the seller?

  • To ensure your interests are protected before, during and after the sale, it is important to engage smart business lawyers to review the business operations, legal and tax compliance, customer contracts, intellectual property, assets and other details.

Some important issues to consider in a business sale:
Purchased or leased? If leased, will there be an assignment of lease or is a new lease required?
How will employee entitlements and employment contracts be dealt with?
How and when do we transfer utility accounts, domains, websites, business name, insurances, licences and permits?
Is security over the business being released? Are existing service, rental or hire agreements - to be transferred or paid out?
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Commercial Leasing

A lease is a contract.
  • It is very important that any lease you need drafted or reviewed contains a minimum set of essential terms to ensure your interests are protected, being:

    • payment of rent;

    • payment of outgoings;

    • provision of the security deposit/bank guarantee;

    • the covenant to keep the premises open and trade from the premises;

    • the covenant not to deal with the lease or premises except as provided in the lease.

  • Did you know that in Queensland, if you’re opening a shop or cafe, your commercial lease may be governed by the Retail Shop Leases Act?  Under this legislation there are various disclosure obligations for each party, such as:

    • lessee is required to give a disclosure statement to the lessor at least seven days before the lessee enters into a lease; and

    • lessors are to provide disclosure to the lessee on the exercise of an option to renew by a lessee, with the lessee being able to withdraw from the option within 14 days of receipt of the disclosure, without the need to give any reason for withdrawal.

  • There are various types of commercial leases, depending on the business use and location of the premises and the legislation governing each party's obligations.

 

  • It is essential you seek advice from an experienced commercial leasing lawyer to assist you with your obligations under the law when drafting or reviewing a commercial lease or providing disclosure.

  • Our senior commercial leasing lawyers have experience in acting for landlords and tenants of major shopping centres, retail food outlets, commercial office space, child care centres, pharmacies, fitness centres, hotels, liquor outlets, fashion and homeware stores, farming ventures, churches and recreational activity centres.

New Disclosure Laws
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Security for Leases
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Franchising

A franchise is not a business in itself, but a way of conducting business.

 

  • Looking to expanding your current business through franchising, licensing or distribution?

  • Exploring the opportunity to buy a franchise?

The franchise sector has been heavily regulated by the ACCC since 1998 and a comprehensive new Franchising Code of Conduct came into effect from 1 January 2015, essentially to assist the ongoing relationship between the franchisee and franchisor.

For example some key steps and traps are:

  • The franchisor must provide an information statement to a franchisee when they formally apply, or express an interest in, buying a franchised business.

  • The franchisor must give the franchisee a disclosure document, the franchise agreement (in its final form), and a copy of the Franchising Code at least 14 days before the franchisee signs an agreement or makes a non-refundable payment.

  • Legislative changes which may affect current and past agreements.

Our experienced commercial business lawyers understand the legal advice necessary for you to explore the best expansion strategies via franchising for your business or buying a franchise. 

 

Essential franchise advice available:

 

Drafting franchise, dealer and licence agreements and supporting documents
Advising on Franchising Code of Conduct & related compliance issues
Leasing and licensing requirements for franchise premises
Resolving disputes between franchisees, licensees and dealers
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Security for Leases

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