Business Law

Business sales and purchases include any land and/or building together with the business itself. Aspects that we can advise you on include:

• Form of agreement - what provisions need to be included to protect you?
• GST treatment - is it inclusive or exclusive of GST? is it a going concern to be zero rated?
• Plant and goodwill - how are tangible and intangible assets to be valued?
• Stock - is it a set price or is there to be an allowance for adjustment on stocktake?
• Due diligence - the task of undertaking a full check of business records, accounts, sales, etc
• Restraints of trade - restrictions on the vendor after the sale
• Royalties – payments to the vendor for use of intellectual property such as patents, trademarks, designs and copyrights
• Finance conditions
• Lease approval - landlord's consent

We strongly recommend you obtain legal advice before proceeding with a sale or purchase of a business to help ensure there are no unexpected or unpleasant surprises.

There are many types of business structures, each with advantages and disadvantages. An understanding of the alternatives and the terminology involved is essential. Aspects that we can advise you on include:

• Company structure
• Partnership structure
• Sole trader structure
• Trading trust structure
• Associated persons
• Joint venture
• Shareholders’ agreement
• Constitution
• Major transactions
• Resolutions

A lease of business premises is a commercial lease, and is different from a residential tenancy. Aspects that we can advise you on (whether you are a landlord or tenant) include:

• Form of lease
• Rental terms (including rent reviews and ratchet clauses)
• Lease terms (including renewals of lease)
• Landlord’s and tenant's respective responsibilities
• Guarantees
• Ongoing lease issues

There are many options and considerations when considering financing for a commercial venture. Aspects that we can advise you on include:

• Mortgage of land
• Mortgage of shares
• General security
• Purchase money security
• Term of advance
• Interest options
• Guarantees
• Penalties for default
• Mortgagee sale
• Repossession under the Personal Property Securities Act (PPSA)
• Registration of security

A franchise is a licence to operate an existing business under the common name of the business within a specific geographical area for a specific time period. The licensor (known as the franchisor) is usually required to provide the licensee (known as the franchisee) with plant, equipment, stock and business knowledge in exchange for both upfront and ongoing fees.

Aspects that we can advise you on include:

• Terms of franchise
• Restraint of trade
• Advertising provisions
• Restrictions of franchisee
• Responsibilities of franchisor
• Responsibilities of franchisee
• Rights of renewal of franchise agreement