Businesses

Start-ups

Service Areas

There are various different areas of law that apply when starting up such as Employment Law, Contracts, Health and Safety Regulations, Licensing and Tax. These are a few reasons to seek Legal Advice of Business Lawyers Gold Coast prior to starting up.

You should also consider the Business structure, intellectual property, branding and which Entity to create or use for the business and consider the various pros and cons of each.

An Australian company must be registered with ASIC. There are various forms that must be completed and lodged. We can assist you is registering your company, and applying for an ABN and GST. We go through how you would like to set up the entity, who the Directors and Shareholders are and draft required documents including the companies constitution. We recommend a professional attend to the set up, as errors will cost you time, money and resources down the track.

A Trust requires at least one Trustee, beneficiaries and at least one appointer. We will discuss the purpose of setting up the Trust to best accommodate your intentions and identify which type of Trust is appropriate. Again, we recommend experienced professional business Lawyers Gold Coast attend to the drafting of these documents as changing clauses and changing Trustees require additional documents and further costs down the track.

A Trust can be varied by way of a Deed of variation, however you should note if you are adding or deleting a beneficiary or class of beneficiaries, changing the rights or interest held by the beneficiaries, this could incur Transfer Duty.

Who prepares the Business Contract?

Probably hear after searching “business lawyers near me in Pimpama”. You are Business Contracts are usually prepared by the seller’s solicitor, as there are many variables with each business, which requires the attention of an experienced solicitor. We can prepare the Business Contract for you and will guide you through the transaction.

What do you need to know?

Each Business transaction is complex and should be treated separate to any previous transaction. You do not want to purchase a business and find out later the Employees have Employee entitlements (wages, super) that were not paid by the previous owner or take over Supplier contracts with arrears that were not paid by the previous owner. A common mistake is buying one business and thinking one can buy another without retaining a Lawyer, as the Buyer believes they have experience. For example, you bought a café two years ago and had retained a Lawyer. The contract was subject to an assignment of Lease and everything went smoothly. You are buying a café this year and believe you have the experience to do so without a Lawyer. You draft the contract and pick to assign the Lease like your previous transaction. Once the purchase is complete you spend a lot of money and time to fitout and redecorate the new café. Six months in, the Landlord gives you a notice saying the shop will be demolished and there is little to no compensation. You read the Lease and see the demolition clause that allows the Landlord to do so. In this instance, it would have been better to make the Contract subject to a New Lease as the current Lease holds too many onerous terms and conditions. It is important to be aware of the onerous terms and conditions in not only Leases but in each Contract as they may affect your intentions and your rights.

A seller has the duty of full and frank Disclosure. If proper Disclosure is not given, a buyer may have the right to terminate the agreement.

Have you considered insurance, taxation, transfer duty, intellectual property, workplace health and safety, employment or competition law in line with your transaction? We recommend one to do their Due Diligence prior to signing a contract or adding special conditions to allow one to do so.

According to the standard conditions in the REIQ business contract, the seller must produce to the Buyer all books and records compromising the Accounts of the Business within 3 business days after execution of the Contract. The buyer must advise the seller within 10 business days of the date of the contract if they are satisfied or not satisfied with the financial accounts of the business. If the buyer fails to do so, they are deemed to be satisfied meaning they cannot terminate the contract under this condition.

If you are purchasing as a company or trust, the seller would most likely require the Directors or key members to Guarantee the contract. This is due to the vast amount of $1 – $100 companies. The Guarantors liability is absolute. This means in the event the buyer entity is in default and is sued, the seller can come after assets owned under the personal names of the Guarantors and will not be affected by the buyer’s insolvency.

Business contracts do not have a statutory cooling off period.
The above are just a few aspects involved. Please contact us for more information.