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Practice Areas
Sale & Purchase of business
Our commercial law team has extensive experience in dealing with all types of business transactions. We have nearly 40 years of experience advising on the sale and purchases of a diverse range of businesses. Buying an existing business without a lawyer can be risky. A lawyer can play a variety of roles if you are considering buying a business (or even starting a new business). Many new business owners who acquire shares in existing companies end up inheriting the debts and legal problems of the former owners. If you are a seller of a local business, or a larger multi-site operation, it is also imperative that you have a solicitor who not only understands the inner workings of the legal system, but has the ability to think commercially.
Partnerships & Joint Venture Agreements
If two or more parties wish to join forces for a common business venture, they are usually faced with a choice between various legal entities – corporation, limited partnership, partnership, unit trust or joint venture. If the participants’ expectations are unclear, inconsistent or inappropriate then substantial difficulties may arise. The key difference between an incorporated joint venture and a partnership lies in the quantum of liability attached to the entity. All the individuals to the partnership agreement are equally responsible for the management of the business. Also, each individual partner will have unlimited liability. An incorporated joint venture is essentially a private limited liability company incorporated for the purposes of carrying out the joint venture. The shareholders of this vehicle will not be liable for the debts of the company. While you are not legally obligated to put in place a partnership or joint venture agreement, the existence of such agreements will determine the rights and liabilities of each party, especially if a dispute arises or you decide to eventually dissolve the partnership or joint venture.
SETTING UP FAMILY TRUSTS
Here lies one of the common structures used by high net worth individuals to protect their assets from any liability that may arise from their business. Family trusts are among the most useful, flexible and often underutilised entities, especially in business structures. Many of Australia’s wealthiest individuals use family trusts to hold their shares in the business that produced that wealth. While there may be a few less zeros at the end, the key deciding factors that led mining billionaires down that path of using a trust, are just as relevant to a small business owner, especially in the case of a family owned business.A trust is a structure wherein a Trustee (either yourself as an individual or a separate company) manages the operations of the Trust on behalf of the beneficiaries. The duties of the Trustee are governed by the Trust Deed, which details the rights and obligations of all parties. Trusts are a common structure choice for family businesses as it enables the various family members to become beneficiaries of the Trust that is operating the business. While the Trust is not a separate legal entity it is a separate entity for tax purposes. The Trustee must apply for a Tax File Number (TFN) for the trust and lodge an annual income tax return. The benefits of using a Trust include greater levels of asset protection for your beneficiaries, ensures smoother succession and estate planning and the ability to allocate various sources of income in different percentages without restriction. Reserve your free case evaluation to learn more.
COMPANY FORMATION
At law, a private limited liability company/corporation is a separate legal entity from that of its owners, directors, managers, employees and agents. Shareholders of companies (limited by shares) own a company (through their ownership of shares) while the company is managed by the directors. Shareholders of a private limited liability company are not generally liable for the debts of that company. This concept of separate legal personality is often what attracts business owners to conduct their business through a company. If you are starting a new company with a few business partners who will also assume shares in the business, it is imperative that a shareholders agreement is drawn up to set out the specific rights and role of each shareholder. A well written shareholders agreement should leave little room for misunderstandings between the shareholders as to what will happen if the business does not progress as expected. To learn more about your rights as as a shareholder or if you are looking at setting up a new company, book a call with our legal team at no cost to you.
COMMERCIAL CONTRACTS
Business contracts can, technically, be verbal or written and they are both enforceable, depending on how the deal was structured and the actions of the parties involved however...the reason it is best to enter into written agreement is that it is much easier to prove the existence of a written contract (in relation to its terms) than a verbal agreement. Contracts occur every day in the course of almost all business proceedings. Contracts are composed of terms and conditions that are enforceable through the courts. It is not uncommon for disputes over these terms to arise, especially with commercial or business contracts where large sums of money are involved. Our contract lawyers are able to assist with the drafting and revision of contracts and their terms. Should a dispute arise between parties, our dispute resolution team is well equipped to handle your matter ensuring more results and less invoices.
LOAN AGREEMENTs
A loan agreement sets out the terms of a loan between two or more parties. Borrowing or lending money whether it be between family, friends or business associates may seem benign. But in reality, it is best to treat loans as strictly business. This means recording your agreement in a form that is legally binding – that is, in writing and validly signed. Lender can choose whether or not to charge interest. If the Lender decides to charge interest, they can pick how much interest to charge. However, there may be tax consequences to the Lender or Borrower if interest is charged but it is not a reasonable rate. Collateral or security is generally not required. If collateral is indeed given for the loan amount and the Borrower fails to repay the note, and the collateral is worth less than the note, then the Lender may seize the collateral and sue the Borrower for the outstanding amount of the loan. If the Lender recovers more than the outstanding balance from the sale of the collateral, any surplus amount would be returned to the Borrower or his other debtors depending upon the situation.
MORTGAGES
Entering into a mortgage is one of the biggest decisions you will make in your lifetime. As with all important contracts, it is highly recommend that you seek legal advice from us before signing the contract. Under the basic principles of mortgages, recurring payments are made in instalments that cover both an interest amount and a principle of the original loan. A failure to make your mortgage repayments will motivate the Lender to make a foreclosure on your mortgaged assets. This will allow the Lender to declare that the entire debt is due immediately. If you are unable to pay, the Lender is able to seize ownership of your secured assets or property and sell it to recover the amount of outstanding debt owed to them. On the other hand if you are the Lender, it is imperative that the mortgage documents are in order so you may exercise your right to assume title and sell the secured asset/property of the Borrower.
PROPERTY DEVELOPMENT
Property development involves the purchase and development of real estate, either residential or commercial, with the aim of increasing its ultimate value. Known to be a very lucrative industry, it is also one that involves very complex and onerous laws and regulations. It is important that property developers understand and comply with the laws governing the industry in Australia. Seeking our legal advice prior to embarking on your next development will ensure that you are aware of any issues affecting the property, and your legal obligations as a property developer throughout the acquisition, development and reselling of the developed property. Our services include negotiating favourable terms with the seller, conducting title searches and due diligence to ensure the seller actually owns the land they claim is theirs to sell. We regularly deal with issues involving easements, financing, commercial and residential leases as well as subdivisions and appeals.
FOREIGN INVESTMENT REVIEW BOARD APPLICATIONS
Australia's foreign investment approval regime is increasingly becoming a major political issue frequently highlighted and furiously debated in the media. Our team of foreign investment lawyers have the experience and know-how to guide you throughout the process of getting FIRB approval for your next investment or property. The FIRB’s role is to review all applications by foreign persons to invest in Australia. Foreign persons include a person who does not ordinarily reside in Australia or a corporation where a natural person, not ordinarily resident in Australia, holds a controlling interest or a foreign corporation holds a controlling interest. Different policies apply to the purchase of commercial and residential property by foreign persons. Schedule a free, no-obligation confidential call with one of our foreign investment lawyers.
PRIVATE WEALTH & CAPITAL RAISING
We provides comprehensive, personal, and strategic legal representation on wealth management matters for high-net-worth individuals and families, privately owned companies, fiduciaries and foundations. With close to 40 years of experience, our firm understands assets and wealth. We have been helping families and organisations with wealth management and advice on intergenerational wealth transfers. Our unparalleled understanding and decades of experience has allowed us to appreciate that each family and enterprise is different and requires its own custom-tailored solution. Speak to our legal team today. Book a no-obligation confidential discussion with us today.
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