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mybusiness

  • starting, buying or selling a business
  • choosing a business structure
  • franchise agreements and purchasing a franchise
  • partnership, shareholder and buy/sell agreements
  • licence agreements
  • business contracts
  • share sale agreements
  • website terms and conditions
  • terms and conditions for the provision of goods and/or services
  • employment agreements and workplace matters
  • trade mark applications
  • intellectual property advice

Buying and selling a business

Whether a transaction is large or small, or involves the sale or purchase of assets or shares, it is important that each party be independently advised by a lawyer and an accountant. Your professional team can help structure the transaction to provide an optimum outcome and to protect your interests. You may 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 agreements that form part of the business operations such as commercial leases and service contracts
  • intellectual property such as business names, trade marks, 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
  • the assignment of material contracts
  • retaining key personnel
  • restraint of trade and confidentiality provisions
  • agreed training periods, representations, and warranties

Business structures

When starting or buying a business, you should choose a legal structure that is suited to the size and nature of the business, your personal and financial circumstances, and your future plans. We can help you choose and implement a business structure that suits your goals and needs.

If forming a partnership or holding shares or units with one or more others, it is important to have a written agreement prepared to manage the relationship and to set out the rights and responsibilities of each party. The agreement should also include processes for matters such as termination, retirement, sale of the parties’ interests and business succession.

A business may operate through a corporate structure by registering a limited liability company which provides a certain level of protection for its officers and shareholders. Companies are registered through and governed by the Australian Securities and Investments Commission (ASIC).

A trust structure can provide asset protection and may be beneficial when it comes to determining tax liabilities. Trusts however are complex and must be properly set up and administered to ensure the benefits outweigh the costs and ongoing fees.

Franchises

A franchise is an arrangement whereby the owner of a branded product or service (the franchisor) assigns to an independent third party (the franchisee) the right to sell that product or service using the franchisor’s brand, marketing, and systems.

The franchisee is licensed to run the franchise through its own business entity but operates under the franchisor’s existing structure. Typically, the franchisee has access to the franchisor’s standardised processes, marketing systems, and training.

Franchises in Australia are regulated by the Franchising Code of Conduct which sets out mandatory requirements for the sale, purchase and operation of franchises and provides important protection for franchisees.

If you are looking at franchising opportunities, it is important to go into the transaction with a full understanding of the business itself and your legal and other responsibilities. Whether you are buying or selling a franchise, we can assist with the necessary due diligence and compliance and provide strategic advice so you can make informed decisions.

Partnership, shareholder and unitholder agreements

We can help you plan and sustain your business by implementing strategies to proactively mitigate risk, minimise liability for owners, protect assets and plan for business succession.

Partnership, shareholder and unitholder agreements form an integral part of business planning and risk management. They manage the relationship between the respective members/partners of a company, unit trust or partnership and set out each parties’ rights, obligations, and liabilities.

Partnership, shareholder and unitholder agreements can also deal with a range of issues that could threaten the ongoing operations of the business if left unresolved. Agreements can include provisions to deal with the retirement or unexpected death or illness of a key business partner or shareholder, provide deadlock breakers (where shareholders or partners have intractable differences regarding the management of the business), and set out dispute resolution processes.

Commercial contract advice

Businesses typically enter many commercial transactions. Arrangements should be governed by a written contract setting out the parties’ rights and responsibilities and including terms covering the scope of services or products to be provided, warranties and indemnities.

Certain contracts are governed by consumer provisions and must comply with specific laws. Getting legal advice when negotiating, preparing, or reviewing a business contract can help to ensure that important provisions are not overlooked, and that your interests are protected.

We are a boutique property and commercial law firm based on the Sunshine Coast, providing legal services throughout Queensland. We are passionate about helping small, medium and large businesses to achieve their goals and to manage the many challenges they face in a competitive and highly regulated market.

If you need assistance, email [email protected] or call 07 5479 2457 for experienced legal advice.