Business & Commercial Law

Business Sales & Purchases

Our experienced team can provide expert advice when buying or selling a business. We frequently collaborates with our clients’ accountants and other advisors, taking a holistic approach to the transaction.

It’s crucial that sale terms and conditions are clearly set out in a formal contract, with related agreements—such as commercial leases—also taken into account. The contract should comprehensively cover issues including the rights and responsibilities of the parties, GST and other tax considerations, valuation of goodwill and inventory, employee transfers, unforeseen circumstances and mechanisms for handling disputes.

We can help with:

• Reviewing, drafting, and negotiating business sale contracts

• Reviewing and advising on lease terms

• Goodwill and valuation of business assets

• Choosing the most suitable business structure

• Transferring equipment leases

• Franchising agreements

• Due diligence searches and inspections.

Choosing the Right Business Structure

Selecting the appropriate legal structure for your business is an essential decision to make before launching or acquiring a new venture. This decision should align with your personal and financial situation, business goals, and future growth plans.

Sole Trader

For small businesses, operating as a sole trader might be suitable, but it’s important to carefully consider the extent of personal liability that comes with this structure.

Partnership

If you’re partnering with others, having a formal partnership agreement is vital. Such agreements outline how the business will be managed and addresses important issues like succession planning — covering scenarios such as a partner’s death or retirement, and share transfers.

Too often, partnerships are formed based on trust and goodwill but without formal agreements in place. This lack of proper documentation can lead to confusion, misunderstandings, and disputes when unforeseen events occur. Without a clear agreement, there may not be an agreed process for resolving conflicts, allocating responsibilities, or managing the transfer of ownership interests. As the business grows or faces challenges, these issues can put both partnership and personal relationships at risk, making it harder for the business to adapt and thrive. Establishing a comprehensive partnership agreement early on helps set expectations, safeguards parties, and provides a roadmap for navigating the ups and downs of business.

Company

Registering a limited liability company is a popular option, offering the advantage of creating a separate legal entity. This setup provides officers and shareholders protection from personal liability for company debts. However, companies face stringent reporting obligations, and directors must comply with various fiduciary and statutory duties. Directors should be fully aware of these responsibilities and seek prompt legal advice if they encounter situations that could put them at risk of breaching these duties.

Registering a limited liability company to operate a business is a common choice because it establishes a separate legal entity, shielding officers and shareholders from personal liability for the company’s debts. However, this structure comes with strict reporting requirements, and directors must adhere to numerous fiduciary and statutory duties. It is important for directors to understand these obligations and to obtain timely legal advice if they face circumstances that may result in breaches of their duties.

Family or Unit Trust

Family trusts and unit trusts, when properly set up, can provide valuable benefits like protecting assets and tax advantages. However, trusts can be complex and as such, they must be carefully structured and managed over time to make sure their benefits justify ongoing financial and administrative costs.