Business
& Commercial Law

Business in Australia is highly regulated, and the landscape is constantly changing. Managing your business from a legal perspective is integral to its survival and growth. Partnering with professionals can help effectively guide your business through the many challenges and opportunities it will face.

Choosing a Business Structure

The size and scope of your business endeavours play an important part when determining how you set up your new venture. We can help you identify a structure that is best suited to your needs and goals.

If you are starting a business as an individual, operating as a sole trader may be the simplest option, however, under this structure you will be solely responsible for all debts and liabilities which the business incurs.

If you are starting a venture with others with the same vision, you might consider a partnership. In a partnership, the business partners are jointly and severally liable for all business debts, so it is important to have checks in place and a written partnership agreement.

Some people going into business will prefer the protection afforded by a limited liability company. A company, which is registered with the Australian Securities and Investments Commission, operates as a separate legal entity, and may also provide more flexible options when it comes to the tax payable on your profits.

To maximise the protections provided by a company, a lawyer or accountant may suggest that you form a trust. A trust may protect assets, provide tax benefits, and limit your liability however, it may be more costly and complicated to manage.

Buying or Selling a Business

We advise on transactions for all types of businesses, whether for the sale and purchase of goodwill and assets, the transfer of shares, or a company. We can draft, review, and negotiate sale conditions, recommend due diligence, and ensure that your legal rights are protected. We often recommend that clients also obtain input from their accountant who we can work with to structure the transaction to provide an optimum outcome that considers the legal, financial and taxation implications.

If you are buying/selling a business, you might 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
• 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

Advice for Company Directors

Companies are a popular choice for operating small to medium-sized businesses. When a company is registered, one or more directors are appointed to conduct its affairs. While there are exceptions, company directors are generally not personally liable for the company’s debts. Directors, however, have several responsibilities including a duty to run the company with care and skill, avoid conflicts of interests and to prevent insolvent trading.

In a challenging market, directors can face financial and other challenges that may put them at risk of breaching their duties. If you are uncertain about your position, we can help. Certain defences may be available to a director who has breached a duty to avoid insolvent trading and it is critical that directors of companies facing financial difficulties seek professional advice early.

Employment Law, Discrimination & Equal Opportunity Law

Employment law sets out the legal rules that govern relationships at work. All employees should be familiar with their rights at work so they can protect themselves. Similarly, business owners and managers need an understanding of employment law to meet their obligations to employees and team members.

We act for employers and employees for a range of workplace matters, from drafting and reviewing employment contracts and restraint of trade provisions, providing advice on redundancy, disciplinary and termination procedures, to representation at the Fair Work Commission for unfair dismissal.

Whether you are starting out, growing, or confronting a legal issue, our experienced business and commercial law team will be by your side providing practical, strategic, and insightful advice. We can help with:

• Buying and selling a business
• Business structures and restructuring
• Banking and finance law
• Asset protection and business succession planning
• Commercial and business contracts / licence agreements
• Intellectual property
• Shareholder agreements / partnership agreements
• Employment law / workplace law
• Commercial and retail leasing
• Insolvency and bankruptcy law
• Commercial and business disputes

If you need assistance, contact Aaron at [email protected] or call 03 5872 1966.