Practice area · Business law
Business and commercial lawyers Gold Coast
Business transactions often involve more than the headline price.
We assist business owners, buyers, sellers, shareholders and directors with practical legal advice for commercial transactions and business documents.
Who we act for: we act for buyers, sellers, shareholders, directors, family businesses and private business owners.
Contracts, leases, employees, assets, liabilities, guarantees, intellectual property, business names, licences, restraints and tax issues can all affect the commercial outcome. We can work with your accountant or tax adviser where the transaction involves tax, GST, duty, structuring or financial issues.
Sales & purchases
Buying or selling a business
Buying or selling a business requires careful attention to what is included, what is excluded and what must happen before completion.
We assist with business sale and purchase matters involving:
- contract review and drafting
- business assets
- stock
- plant and equipment
- intellectual property
- business names
- employees
- leases and landlord consent
- licences and permits
- training and handover
- restraints of trade
- warranties
- deposits
- completion adjustments
- settlement arrangements
For buyers, the focus is often on due diligence, risk allocation and ensuring the assets needed to operate the business will transfer properly.
For sellers, the focus is often on limiting ongoing exposure, ensuring the contract reflects the deal and managing completion requirements.
Before you sign
Before signing a business contract
A heads of agreement, offer, term sheet or business sale contract may create practical or legal consequences.
Before signing, parties should consider:
- whether the document is intended to be binding
- what conditions apply
- whether finance, due diligence or lease consent is required
- whether the price and payment terms are clear
- whether stock is included or additional
- whether plant and equipment is listed accurately
- whether employees are transferring
- whether the premises lease can be assigned
- whether restraints are reasonable and workable
- what warranties are being given
- what happens if completion does not occur
If a business document has already been signed, send it to us as soon as possible so the key dates and obligations can be reviewed.
Shares & units
Share and unit transactions
Some transactions involve the sale of shares in a company or units in a unit trust rather than the sale of business assets.
Share and unit transactions can involve different risks because the buyer may acquire an interest in the entity that owns the business, including its assets, liabilities, contracts and history.
Issues may include:
- company or trust structure
- constitution or trust deed requirements
- shareholder or unitholder approvals
- director changes
- warranties and indemnities
- employee and tax liabilities
- loans and related-party accounts
- leases and finance facilities
- security interests
- completion accounts
- guarantees
- restraint obligations
We assist with reviewing and preparing transaction documents and identifying issues that should be considered before completion.
Contracts
Commercial contracts
Commercial contracts should clearly record the deal, allocate risk and set out what happens if something goes wrong.
We assist with reviewing, drafting and negotiating commercial contracts, including:
- services agreements
- supply agreements
- licence agreements
- terms and conditions
- loan or security documents
- settlement deeds
- contractor agreements
- confidentiality agreements
- commercial arrangements between business owners
- deeds of variation or release
A good commercial contract should be clear about:
- the parties
- the goods or services
- price and payment
- timing
- obligations
- liability and indemnities
- termination rights
- dispute resolution
- confidentiality
- intellectual property
- governing law
- what happens on default
Owners’ agreements
Shareholder and unitholder agreements
A shareholder or unitholder agreement can help business owners manage decision-making, ownership changes and disputes.
These agreements may address:
- ownership percentages
- director or management rights
- voting thresholds
- funding obligations
- dividends or distributions
- restraint obligations
- confidentiality
- deadlocks
- sale rights
- pre-emptive rights
- compulsory transfer events
- valuation processes
- dispute resolution
- exit arrangements
These documents are particularly important where there is more than one owner, a staged buy-in, a family business, an investor or a key person whose ongoing involvement is critical.
Structures
Business structures and risk allocation
A business may operate through a sole trader, partnership, company, trust or group structure. The legal structure can affect control, liability, tax, succession and asset protection.
We can work with accountants and other advisers where a matter involves:
- company structures
- discretionary trusts
- unit trusts
- trustee companies
- business name ownership
- asset ownership
- personal guarantees
- related-party arrangements
- succession or exit planning
Legal advice should be coordinated with accounting and tax advice where the structure has tax or financial consequences.
Due diligence
Due diligence
Due diligence is the process of checking the business, assets, contracts and risks before committing fully to a transaction.
Depending on the transaction, due diligence may involve reviewing:
- financial information
- leases
- employment arrangements
- customer or supplier contracts
- licences and permits
- plant and equipment
- intellectual property
- business names and domain names
- security interests
- debts and liabilities
- litigation or disputes
- insurance
- stock
- tax and superannuation issues
- corporate records
The scope of due diligence should be proportionate to the size and risk of the transaction.
Premises & leases
When premises or leases are involved
Many business transactions depend on the business premises.
If the business operates from leased premises, the transaction may require landlord consent, lease assignment documents, new guarantees, disclosure documents and confirmation that the buyer can continue trading from the premises.
Lease issues may include:
- whether the lease can be assigned
- whether landlord consent is required
- whether the permitted use is suitable
- whether options are available
- whether there are arrears or defaults
- whether make good obligations exist
- whether incentives can be clawed back
- whether guarantees continue after assignment
- whether a new lease is preferable
If your business transaction involves leased premises, see our commercial and retail leasing page, or contact us before signing.
What to send
What to send us
For a business sale or purchase, please send:
- heads of agreement, term sheet or contract
- business name and entity details
- details of the buyer and seller
- purchase price and deposit details
- list of assets included
- stock arrangements
- employee information
- lease documents
- finance or due diligence dates
- proposed settlement date
- any accountant or broker correspondence
- any urgent deadlines
For a commercial contract review, please send:
- the document to be reviewed
- any related emails or agreed terms
- your main concerns
- whether the document has been signed
- any deadline for response
FAQ
Frequently asked questions
Should I sign a heads of agreement before getting advice?
It is best to obtain advice first. Some heads of agreement are intended to be non-binding, while others may create obligations or commercial pressure. The wording matters.
What is the difference between buying business assets and buying shares?
An asset purchase usually involves buying selected business assets. A share purchase involves buying shares in the company that owns the business. The risk profile can be different and should be considered carefully.
Do I need the landlord’s consent to buy a business?
If the business operates from leased premises, landlord consent may be required before the lease can be assigned or a new lease entered into. This can be a critical condition of the transaction.
Can you work with my accountant?
Yes. Business transactions often require legal and accounting advice. We can work with your accountant where tax, structure, completion accounts or financial issues need to be coordinated.
Can you review a commercial contract before I sign?
Yes. We can review the document, identify key legal and practical issues and suggest changes where appropriate.
Can you prepare shareholder agreements?
Yes. We can assist with shareholder and unitholder agreements, including decision-making, transfer rights, exit events, restraints and dispute mechanisms.
Take the next step
Get advice before the document is finalised
Whether you are buying or selling a business, reviewing a commercial contract or setting up arrangements between business owners, early advice can help identify the issues before they become harder to resolve.