Business & Corporate
Your business life cycle is covered. From setting up the right structure, to growing, maintaining and exiting your business.
Company Formation & Business Setup
How you set up your business structure matters, especially for tax minimisation and asset protection. We review your needs and help you choose from seven possible structures, tested against eight categories, to find what suits your commercial and tax position. Once you have a proven business model generating regular cash flow, we help you move from sole trader to the right structure for growth, factoring in partners, industry risk, insurance, family trusts and estate planning.
Partners & Shareholders
Every business with more than one owner should have a shareholder agreement or partnership agreement. This goes beyond the standard Constitution, which is rarely helpful. It covers the rules of entry, exit, disputes, competition, retirement, incapacity and death. These agreements provide a framework for running the business, settling disputes, and pricing a buyout. Experience shows that businesses with well drafted agreements survive longer.
Terms & Conditions
Every business has terms of trade. Making these explicit saves time and improves earnings quality by removing doubt about payments. Terms and conditions cover quotes, tenders, supply contracts, service agreements, ownership pending payment, warranties, exclusions and waivers. We help you formulate the essential terms for your business, often as short as one to three pages, reducing misunderstanding and saving time and money.
Key Person Employment
Executive and management contracts require careful drafting to ensure the intentions and assumptions of both employer and employee are clearly stated. We cover job role specifics, contract duration, notice periods, termination procedures, intellectual property ownership, restraints of trade, and key performance indicators. We also advise on the distinction between contractors and employees, and handle disputes involving sudden terminations, workplace information, and employees moving to competitors.
Property Leases
Commercial and retail leases need to be in writing. We bring out the relevant points for you to consider, depending on what you need and can afford. Key areas include rent, fit out, land tax and rates, outgoings, repairs, make good, insurance, utilities, term and option renewals, rent reviews, personal guarantees and bond. Are you in a commercial or retail business? Commercial leases are fully negotiable. Retail leases are more regulated.
IT, Software & Intellectual Property
Intangible assets are increasingly important: retention of information, know-how, customer lists and business process systems. We advise on web terms, privacy policies, end user agreements, IT and software contracts, non-disclosure agreements and confidentiality. Key questions include who owns the intellectual property, exclusivity, performance standards and service level agreements. These issues become critical during business acquisitions, outsourcing and competitive tenders.
Buy & Sell Business
The process of buying or selling a business involves identifying and transferring each component to meet your legal, tax and accounting needs. Each business has a market value, but each buyer and seller has their own assessment of worth. A business is really a collection of distinct human resources, assets and liabilities, each with their own characteristics for identification, value, ownership and transfer. We advise on small to medium businesses and settle most sales and purchases within two to three months.
Disputes & Debt Recovery
When agreements default or go wrong, the earlier you act and the more you have documented in advance, the better your position. We handle claims for monies owed, quantifying losses, and finding resolution. The process usually escalates from party-to-party negotiation, through mediation, and if necessary to court. If you are at the stage of defending or claiming a debt, contact us immediately as there are time limits that run in the background.
Frequently Asked Questions
What business structure should I use?
It depends on your needs, risk profile, tax position and growth plans. The main options are sole trader, partnership, Pty Ltd company, trust, or association. A solicitor can test your situation against these structures to find the right fit.
Do I need a shareholders agreement if I have a company constitution?
Yes, probably. A standard constitution rarely covers what matters: how to exit, what happens if a partner dies, goes bankrupt or competes with the business. A shareholders agreement deals with dispute resolution, buy-out pricing and disaster scenarios before they happen.
What should I check before signing a commercial lease in NSW?
Get a solicitor to review before you sign anything, even a heads of agreement. Focus on rent, bond, outgoings, land tax, make-good obligations, insurance, personal guarantees and option renewals. Commercial leases are fully negotiable, but retail leases have less flexibility under NSW legislation.
What should I look out for when buying or selling a business?
Confirm the owners are the true owners, identify every asset being sold, check for restrictions on transfer. Deal with employment, funding and timing upfront. NB: a business is a collection of distinct assets and liabilities, each with its own ownership, tax treatment and transfer requirements.
Who owns the I.P. (intellectual property) my Contractor creates?
The customer owns the idea, but the underlying code, designs and structure usually belong to the service provider. IP ownership needs to be clarified during contract formation, not at the end of the engagement. Get it in writing, before work starts.