Whether you are currently involved in business, or you are looking to purchase a business, our Business Lawyers Sydney and NSW can help you make informed decisions. We act for both big and small business and are experienced in drafting and advising on contractual documents to ensure your business can be at its best. Our team is headed by our Sydney Business Lawyers in the Sydney CBD, however, we have offices in various NSW locations. We provide tailor-made advice, because no two businesses are alike, so if your business is entering into a contract, make Prime Lawyers part of your team.
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Building and Construction Law is a specialised area of law with legislation specific to this industry.
The beginning of a development or project will see negotiations and formation of contractual documents to govern the conduct of the build and beyond. Those contractual documents can either be in the form of standard building construct for smaller residential builds or custom drafted agreements to reflect the size, complexity and individuality of the project. It is critical to have those agreements drafted with precision and with sufficient detail to cover the wide range of variables in building.
During the build disputes often arise as to the progress of both the work and payments, and legislation such as the Building and Construction Industry Security and Payment Act 1999 will often dictate how claims are made, disputed and adjudicated. The timing of such claims means that builders and construction companies need urgent and specialised advice to ensure that claims are made and responded to according to the contract and legislation.
The completion of a build often sees further disputes, again, both as to payment and to defects.
Prime Lawyers has experience in advising and acting for both builders and owners in progress and building claims. Our knowledge and experience includes residential builds and large scale commercial litigation for an international construction and manufacturing company.
If you are a builder, developer or work for a construction company we invite you to contact your nearest office to get in touch with one of our Building and Construction Lawyers Sydney and NSW.
A lease is an agreement between a landlord and a tenant granting rights to a tenant to occupy premises owned by the landlord. Our commercial lawyers can assist you in all aspects of leasing including negotiating and entering into a lease, exercising an option to renew, assigning or transferring your lease, disputes relating to leases, or matters relating to a licence or a sublease.
Leases for businesses generally fall into one of two categories: Retail Leases and Commercial Leases.
As the name suggests, relate to leases over retail premises. To answer whether a specific lease is a retail lease or not, it is necessary to refer to the Retail Leases Act. If a lease is governed by the Retail Leases Act there are obligations of disclosure on each of the landlord and tenant along with a number of other rights and responsibilities of both parties.
Business or Commercial Leases
Business Leases that are not covered by the Retail Leases Act are generally referred to as Business or Commercial Leases. Whether you are the landlord or tenant, it is imperative to ensure that all necessary considerations are addressed prior to entering a Commercial Lease including what will happen if there is default, what constitutes a default, how the lease ends and what happens after a lease has ended. Our commercial lawyers are experienced in drafting commercial leases as well as advising tenants on their rights and responsibilities under a lease.
A commercial lease prepared by Prime Lawyers will cover such items as:
- collecting unpaid rent and or other moneys owed under the lease;
- return of your premises and claims for future losses upon default;
- assignment or transfer of lease, in the event the premises is sold;
- rent review, bonds and insurance;
- director’s guarantees or personal guarantees.
Securing your rights to the premises of your business is often the key in operating a successful business. Prime Lawyers understands that the premises will often have a direct affect on the value of your business and will ensure that you not only understand the contents of the lease so that you can make an informed decision when entering into the lease, but suggest and assist negotiate terms to protect you and enable your business to remain, by successive option periods. Some key points often overlooked when entering a commercial lease include:
- unexpected outgoings, such as cleaning, lift and air-conditioning maintenance.
- duties and liabilities as a tenant.
- assigning or transferring the lease if you outgrow the premises.
- damage to the premises, making good the premises and painting and decorating following the end of the lease.
If you are the owner of a commercial premises or are about to enter into a commercial or retail lease we can provide you with the advice to make the best decisions. Please get in touch with your nearest Prime Lawyers office.
When buying or selling an established business there are many matters that must be considered. We can assist you in every step of your purchase or sale, advising you on issues such as:
1. The business structure: An initial matter you should address when considering the purchase of a business is the structure of the entity with which you wish to own and operate the business. For example, you may wish to proceed as a sole trader, with others as a partnership, or alternatively as a company which may be a stand alone entity or as trustee of a family trust. The choice between appropriate structures depends upon factors such as tax planning, asset protection, finance availability and compliance costs. We can assist you in identifying such issues and work with your accountant to create the most beneficial structure for your needs and circumstances.
2. The contract: It is usually the obligation of the vendor's (the seller) solicitor to prepare the Contract for Sale of Business. The contract contains not only the fundamental terms such as the purchase price, business equipment/assets being purchased but also terms relating to the assignment of the lease (if any). We will draft a contract to protect you as vendor and advise you on the terms of the contract as purchaser to ensure that the terms of the contract give full effect to your understanding of the agreement. During this process we will advise you on amendments to protect your interest, including the transfer of intellectual property and other keys assets such as client lists and telephone numbers.
3. The business premises: The goodwill of a business may be strongly associated with the location of the business. If you are selling the business we will ensure the lease is fully assigned and your obligations as tenants released by the landlord. If you are purchasing we can assist by either ensuring the proper assignment of the existing lease or advising and assisting you with the negotiation of a new lease. We will ensure those documents are executed simultaneously or as a condition of the business contract to ensure the business has a place to operate from.
4. Finance: Often it is necessary to obtain a loan in order to purchase a new business. We can advise you on the terms of your lender’s finance documents (loan agreements, mortgages) and liaise with your lender to ensure that funds are available for settlement of your purchase. As seller you may have an existing charge over the business assets, or personal assets as guarantor. We will ensure the charge or mortgage is released on settlement of the sale of business.
It is imperative to seek qualified legal advice when purchasing or selling a business. Our business and commercial lawyers have extensive experience in these transactions and we invite you to get in touch with one of our offices.
The use of the franchise business structure is becoming increasingly common. A franchise has the advantage of an established brand, with known products and/or services and procedures. The franchise as a whole may have increased buying power and the entire franchise has the benefit of shared advertising. Entering into a franchise structure can, however, be quite complex.
Our Franchise Lawyers Sydney and NSW are experienced in acting for both franchisors and franchisees. With offices in Sydney CBD, Chatswood, Sutherland and Wollongong, we are conveniently located to assist you with all your franchising needs.
Prospective franchisors must formulate an appropriate business model and implement systems regarding education/training of franchisees, tenure of franchise sites (whether to be controlled by the franchisee or franchisor), advertising and supply of products to the franchisees.
Prime Lawyers can assist franchisors comply with the Franchising Code of Conduct and ensure the provision of proper written disclosure to prospective franchisees, entry into complying franchise agreements and supplementary contracts (including, for example, leases and subleases or licences to occupy premises).
Entering into a franchise is a complicated matter for a small business owner. Location, staffing, cashflow and finance are just some of the many issues a prospective franchisee must address. In addition, the prospective franchisee is then provided with detailed, complex franchise documents by the franchisor; documents which must be properly considered and executed before the franchised business can commence. It is important to obtain comprehensive advice from an experienced lawyer in these matters especially terms relating to how long the agreement lasts, what is included, including exclusive territory and what happens at the end of the franchise agreement.
If you are a new or existing franchisor or are about to buy into a franchise then our Franchise Lawyers Sydney and NSW can assist. Please feel free to contact us to find out more.
Prime Lawyers have business and commercial lawyers experienced in all forms of commercial agreements and contracts. We have the skills to draft these documents, or to advise you on same and negotiate terms favourable to you, or suggest amendments to ensure the entire agreement of the parties, including when things don't go to plan, is correctly documented. A well thought out and drafted business agreement will minimise disputes and uncertainties as to each party's obligations under the agreement.
Our lawyers have experience in preparing and advising on many forms of commercial agreements and contracts including:
- Contracts for the sale or purchase of a business
- Commercial Leases & Assignment of Leases
- Licence & Franchise Agreements
- Partnership Agreements
- Option to purchase land (including commercial property and developments sites)
- Contract for sale/purchase of land (including commercial property and developments sites)
- Joint Venture Agreements
- Shareholder Agreements
- Deeds of Settlement
- Powers of Attorney
- General Business & Commercial Agreements, Contracts and Deeds
- Deeds of Acknowledgement of Debt
- Payment by instalments
- Terms and Conditions of Trade
If you require legal assistance with anything business then we invite you to contact your nearest Prime Lawyers office.
A Superannuation fund is a way to save for your retirement. In Australia, it is compulsory for an employer to pay a percentage of a worker’s salary into a super fund. Members may make a voluntary contribution to increase the investment. The trustees of the fund will invest the money in accordance with an investment strategy. If you wish to take control of your superannuation investments you may wish to consider establishing a Self Managed Superannuation Fund (‘SMSF’).
SMSFs operate generally in the same manner to that of a “general” superannuation fund. The fund will be held by, and controlled by trustees. However with a SMSF, all beneficiaries must also be trustees (or directors of trustees if it is a corporate trustee).
Advantages of a Self Managed Superannuation Fund
The trustee of a SMSF will have complete control over the investments, provided those investments are made in accordance with the relevant laws. The discretion to choose your own investment strategy will provide you greater flexibility and control into your financial affairs as a whole. The tax benefits associated with investing through your superannuation fund include reducing your income tax liabilities on your investment. A SMSF may also be a wise estate planning tool for you and your family, those assets being held within the SMSF generally falling outside of the estate on your death. Finally, if you operate a business it may be advantageous to purchase the business’ premises in the name of the SMSF trustee, providing security of tenure and certainty of return.
Prime Lawyers' business lawyers can assist you in:
- Advising on the structure of the fund, obligations, rights and restrictions of trustees and beneficiaries so that you may make an informed decision.
- Setting up the structure including drafting SMSF Deeds, Trustee Declarations, incorporate a trustee company.
- Update your existing SMSF deed. Powers that may be conferred in law may not be exercisable by you if your trust deed does not allow it. This may mean significant tax - consequences and/or breach of your trustee duties.
- Changing trustees of the fund. If you have been operating your SMSF for a few years you may benefit from reconsidering the entity that is to be the trustee.
- Drafting documents with respect to borrowing money including establishing custodian trustees and drafting loan agreements.
If you require advice on a Self Managed Superannuation Fund we invite you to contact your nearest Prime Lawyers office.
One of the most important considerations when starting a business is the structure of the business.
Protecting your personal assets
Business involves risk. Part of running a business involves the implementation of strategies to reduce the business' risk. This is often achieved through insurance and good planning to ensure the business is well placed to meet any unusual events in its lifetime. Nobody enters business to lose, but it is a fact of business that many will fail. In these circumstances it is good practice to ensure that the worst case scenario does not put your personal assets at risk. This can be achieved through the structuring of the business as a company limited by shares and from an understanding of the provisions of the Corporations Act 2001, particularly the duties of directors.
Protecting your company’s assets
As with your personal assets it is important to ensure that key business assets are secure in the event of an unintended downturn in business, or event outside of your control, for instance a fault in a product sold by your business. By ensuring key assets, leases and operational data is held outside the operating entity the risk of loss are minimised.
Drafting and Advising on key documents
Implementing asset protection strategies is one important consideration but not the last. Starting a business may require advice related to leases, purchasing a business, obtaining the correct licences and approvals, entering into partnership or other business agreements and finance.
A trust is an agreement by which one person holds property for the benefit of another person. The person who agrees to hold the property is usually referred to the Trustee and the person who has the beneficiary interest to the property is called the Beneficiary. The person that decides that such an arrangement is to take place is called the Appointor. This arrangement, along with various matters such as what specific powers the Trustee will have when dealing with the trust assets, and how this arrangement will come to an end, is documented in a legally binding document called the Trust Deed.
Our commercial lawyers can tailor a trust deed to meet your specific requirements and will importantly comply with various laws.
A “Trust” is unable to enter into agreements or purchase assets however the Trustee will do so in its capacity as trustee for the Trust. Our commercial lawyers can assist you in choosing the appropriate person to be appointed as your Trustee.
There are different ways to structure the way a Trustee holds assets and distributes income and capital to its beneficiaries.
Discretionary Trusts (Family Trusts)
If the Trust Deed merely appoints a pool of people that are entitled to distribution but the particulars of distribution is left to the trustee’s discretion, such a trust is referred to as a Discretionary Trust or a non-fixed Trust. The most common type of Discretionary Trust is a Family Trust. A Family Trust is usually created to protect the interests of the immediate family.
Unit Trusts are trusts whereby the beneficiary interests in the trust property are divided into units, and the benefit is distributed in accordance with the number of units held by each unit holder. This is a fixed trust. Read more on Unit Trusts.
If the manner of distribution is set, such a trust is usually called a fixed trust. For example, two business partners may operate a business through a trust and agree that John will always receive 60% of the profit and Mark 40%.
A Testamentary Trust is a trust that is created by a Will and does not come into effect until the testator’s death. For example, if the testator does not wish his child to have access to the Estate until she is 25 years old, the Estate will be held by the Trustee in trust until such time.
Hybrid Trusts refer to those trusts which combine the aspects of both a discretionary and fixed trusts. How these trusts work will depend on each trust deed.
If you require assistance with trustees including advice on drafting, amending or understanding the terms of the trust deed please get in touch at your nearest Prime Lawyers' office.
Prime Lawyers Chatswood is staffed by business and commercial lawyers based out of our Sydney CBD office so attendance is by appointment only. Make an appointment by getting in touch on 9521 2222 or by completing an enquiry online.
All of our staff have either lived or worked locally for a number of years and we take pride in ensuring the people of the Sutherland Shire receive the best possible legal advice. We have experienced lawyers in business and commercial law and we look forward to assisting you with your legal matter, big or small.
Our business and commercial lawyers at Prime Lawyers Wollongong service Wollongong & the Illawarra region. We provide a range of business and commercial law services to those living and working in and around Wollongong in business and commercial law including business contracts, partnership and shareholders agreements, business disputes, leases and terms of trade.
We are located on the ground floor 70 Market Street Wollongong, which is on the left as you head east along Market Street (from Keira Street) towards the 'Church on the Hill'. Street parking is available by paid 'mobile app' parking meter, but for the traditional parking station try the GPT shopping centre parking located on the left as you pass the Wollongong Police Station. If travelling by public transport the free bus from Wollongong train station to Crown Street Mall is your best option.
Conferences with our business and commercial lawyers are by appointment only, but you can get in touch by calling us on 4228 7722, booking an appointment online, or visiting Elise or Lee at the front desk 8:30am-5:30pm Monday to Friday excluding public holidays.
Prime Lawyers assisted me in the purchase of my first business. I found fantastic confidence in my solicitor who looked after the contract from start to settlement. I have no hesitation in using Prime Lawyers in the future and have recommended their services to my family and business associates.
Every business has different needs and faces different challenges. Because of this no two commercial contracts are the same. When you engage us we will ensure we understand what your business does and negotiate or draft an agreement to suit your business so that it can perform at its very best.Daniel Riedstra - Partner
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