We act for various commercial entities advising across a range of legal issues that may arise throughout the course of business. Whether your legal matter stems from a planned or unforeseen event, we will discuss your circumstances to tailor a solution that best meets your business and personal needs.
Buying or selling a business
Buying or selling a business requires careful planning to ensure that agreed terms and conditions are documented in a written contract. The contract should detail the parties’ rights and obligations, deal with matters such as GST and CGT, and set out processes to manage various contingencies.
Your contract and any incidental agreements (leases, hire and service agreements) should be reviewed and negotiated by a professional who can also recommend the necessary due diligence prior to entering a binding transaction.
The legal structure through which your business operates should be chosen in consideration of your personal and financial circumstances, your goals, and future plans for the business.
For a small enterprise it may be appropriate to operate as a sole trader or partnership. A formal partnership agreement assists in managing the parties’ relationship and sets out agreed processes for matters such as termination, retirement, sale of partnership shares and business succession.
Alternatively, a business may operate through a corporate structure such as a limited liability company which provides a certain level of protection for its officers and shareholders for liability for the company’s debts.
Trust structures can provide asset protection and favourable taxation benefits, however these are complex and must be properly set up and administered to ensure the benefits outweigh the costs and ongoing fees.
Joint ventures may be used to conduct a commercial endeavor when the parties wish to avoid the reciprocal rights, responsibilities and liabilities inherent in a partnership. In such cases, negotiations must be documented with certainty and the parties should operate in a manner that avoids the arrangement being deemed a partnership.
A franchise is a business arrangement whereby the owner of a business that produces products or supplies services under a recognised brand (the franchisor) assigns to an independent third party (the franchisee) the right to use the business name and to market, sell and distribute the subject goods or services for an agreed period.
Franchises are governed by a Franchising Code of Conduct and it is important for both franchisors and franchisees to understand their rights and obligations under the Code prior to entering into a franchise agreement.
Business contracts and e-commerce
Business contracts are fundamental for governing the legal rights and responsibilities of the parties to a commercial arrangement. There are numerous types including supply / service agreements, partnership / shareholder agreements, licence agreements, employment contracts and loan agreements.
As technology continues its rapid growth, most businesses have a website, many conduct transactions online, and some rely exclusively on the internet to run their operations. It has become increasingly important for business owners to ensure their online documents such as e-contracts and website terms and conditions are compliant and reflect best practice.
The need to recover overdue debt is an unfortunate but common occurrence experienced by most commercial entities. The course of action taken in pursuing an unpaid debt will depend on the debtor entity, the amount owed and the surrounding circumstances. Choosing the most cost effective and appropriate method is important to avoid adding unnecessarily to the amount already owed.
Insolvency arises when a company cannot pay its debts when they are due. Companies facing insolvency or potential insolvency may have various options available instead of the company being liquidated.
Corporate insolvency is governed by the Corporations Act 2001 (Cth) which imposes significant penalties on company officers for allowing an insolvent company to trade or continue trading. Directors of companies with cashflow problems should obtain immediate professional advice to ensure the best possible outcome for the company and to mitigate the potential risk of personal liability for insolvent trading.
An insolvent person is one who cannot pay his or her debts when they are due. Individual bankruptcy in Australia is governed by the Bankruptcy Act 1966 (Cth).
Bankruptcy laws aim to provide a fair approach to repay creditors and explore options that deliver the most effective outcome in light of the circumstances and the insolvent person’s financial position. Being declared bankrupt has significant implications and sometimes an individual may be able to avoid bankruptcy through other processes. Those facing insolvency issues should obtain professional advice regarding their rights and potential options so an informed decision may be made.
Business owners and company officers encounter many legal issues during the life of a business. We offer a pragmatic, tailored approach to help resolve your commercial legal issues and have assisted many clients throughout the start-up, growth and development phases of their business ventures.