Business owners choose to sell for many different reasons. No matter what your reason, selling your business should never be rushed. Seek professional legal advice early on to ensure the process is done correctly. It will save you time and money.
Before you put your business on the commercial market, consider if there isn’t another option such as selling to a family member, employee, customer, supplier, competitor or industry colleague. You also may consider selling to a third party, whilst remaining on in a management role.
You will also need ensure all your financial records and operational documents are up to date, to hasten the sale process.
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Call 1800 216 777 to speak with our conveyancing experts about the sale of your business, or email your query to our conveyancing experts at email@example.com.
Phase 1 – Getting Your “Full Story”
Purchasing a business is a big move, and each purchaser will have different motivators and end goals. We, as your legal advisors, will firstly need to understand you and your goals – both personal and business – to ensure we provide the best possible guidance, that will lead to your individual end goal.
Phase 2 – Investigating The Business
There are endless considerations that should be made and questions to be asked of the
vendor to ensure we know as much as possible about this business.
Some of the key areas for consideration include:
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Call 1800 216 777 to speak with our conveyancing experts about purchasing a business, or email your query to our conveyancing experts at firstname.lastname@example.org.
With more than 30 years’ experience, there is no commercial leasing case too complex for Conveyancing Queensland.
Our team of solicitors will aim to ensure you and your business premises negotiate favourable terms and conditions that will be of benefit for now and into the future.
Some quick tips you may find of help:
For reliable, expert advice regarding the lease renewal of your business premises
Call 1800 216 777 to speak with our conveyancing experts about lease renewals for your business, or email your query to our conveyancing experts at email@example.com.
The fundamental goal of asset protection planning is to limit and lessen any financial and legal risks to your business and personal assets from potential creditor claims and lawsuits.
Without asset protection in place, you could undergo disastrous loss of both personal and business assets. The longer a plan is in place, the better you will be insulated from these risks.
Some possible liabilities to your business include:
Developing an asset-protection plan may deter a potential claimant or help prevent the seizure of your assets after a judgment.
Separate legal structures are often implemented as part of an asset protection plan.
These strategies include:
The most suitable structure for your situation will depend on the type of assets as well as the types of creditors most likely to pursue claims against you.
Selling one’s business or purchasing a pre-existing business involves careful consideration of both financial and legal concerns on the part of both parties.
Selling a Business
If you are undertaking a business sale, a potential purchaser is going to want to know why you wish to sell and will certainly analyse your company’s current and projected future situation as it relates to their own benefit.
Once you are ready to sit down and work out a sales agreement is when you should acquire legal counsel to protect your interests. It is highly important that you understand any contract that you are signing as you will be legally bound by its terms.
Purchasing a Business
A short list of considerations you might have during the sale/purchase process include:
When starting up a business, it is of utmost important to keep all legal matters in good order.
To prevent future legal problems from hampering your business growth, Q Solicitors uses a Business Start Up – CHECKLIST to ensure all legalities are properly accounted for from the beginning. Your business’ financial and legal health is our greatest concern and we’ll help you get started on the right foot so that you are in an excellent place from which to prosper.
Some legal considerations for business start-ups include:
Restructuring involves reorganising the legal, ownership, and/or operational structures of a company to improve profitability and efficiency of operation.
It is important to always be aware of issues such as Capital Gains Tax, GST, long-service leave (and/or other employee emoluments) which may effect your Land Tax and Payroll Tax obligations.
Restructuring may occur in the case of:
Restructuring may include actions such as:
Our team at Q Solicitors are skilled in assisting clients with the details and negotiations associated with a business restructure.
Franchising is a business model in which a firm (the ‘Franchisor’) allows business operators (Franchisees) to leverage off their good will and intellectual property. This can include such things as the use of the Franchisor’s Trademarks; Business Intelligence; Designs; Administrative Methods and maybe even production models of “secret recipes of herbs and spices”. It can be as simple as the savings in joint buying power and advertising campaigns and distribution lines to assistance in selection and fit out of premises.
Some franchise models include “Key Money” or Goodwill payments, some include training for prospective staff and nearly all of them include payments of Royalties or commissions for the ongoing use of the systems.
A franchise may be considered a temporary business investment akin to renting or leasing a model to make money.
Franchises are normally governed by any or all of three main factors:
They are also governed by the use of Franchisors’ signage, logos, trademarks and sometimes even uniforms Essentially the Franchisee is required to follow a uniform business concept strategy as set forth by the Franchisors.
Franchising is defined and regulated under the “Franchising Code of Conduct”. This is a mandatory Code of Conduct created under the Trade Practices Act legislation.
It is fair to say that the phrase “Franchise” is commonly misused and business processes that are describe loosely as franchises are sometimes not and likewise processes that are thought not to be covered quite often are. The difference is phenomenal especially from an administration and disclosure point of view.
Purchasing a franchise (and likewise, choosing a Franchisee) needs to be a carefully considered process. A legally binding franchise agreement needs to be provided (with mandatory inclusions on various subject matters) laying out all rights and responsibilities for both parties including fees, start-up costs, training, and territories of other franchisees.
In general, franchise contracts favour the Franchisors who will often have non-negotiable clauses to require Franchisees to accept the inherent risk of the venture without any guarantee of success or profits.
The advantages are of course that someone else has done all the hard work of the Business planning set up and administrative structuring leaving you alone (hopefully) to make the money and enjoy the success.
The risks can be high and contract terms can be restrictive and as such we strongly encourage you to consult with our team at Q. We have been dealing with franchises for both franchisees and franchisors for decades.
General litigation encompass those aspects of law that may potentially be litigious in nature (those that may result in a lawsuit), including but not limited to wills and estate planning, incorporation of business, real-estate transactions, drafting of contracts, and disputes with administrative bodies. Litigation may occur when a dispute cannot otherwise be resolved and a controversy transfers to a court setting.
Disputes may occur between individuals, groups, organisations, associations, government agencies, and/or business entities and encompass matters such as economic restitution, compensation in the case of an injured party, deterrence from future actions, or retribution for a wrongdoing. Commercial disputes may be about issues such as contractual disputes, debt recovery, and claims made against non-paying insurers and deceased estates. When a dispute cannot be resolved privately between the two parties, a Plaintiff may file a Complaint to have the courts intervene in the matter.
Whether you need to file a Complaint or defend against one, when going into the litigation process, the three important questions in your mind should be:
It is important in a general litigation to always keep your ultimate goal(s) in mind and not see it as a situation of winning or losing. Rather, the goal of litigation is to ensure one’s rights are honoured in accordance with the law.
Intellectual property (IP) legally refers to ‘creations of the mind’ for which exclusive rights may be recognised. Examples of IP include inventions, unique imagery, phrasing, and product attributes, unique product design, copyrighted forms of artistic expression (photos, paintings, drawings, poems, novels, musical compositions and arrangements, film, broadcasts, computer programs), trade secrets, as well as plant breeders’ rights to new varieties and circuit layouts.
Options to protect your intellectual property include patents, registration of trade marks, and confidentiality agreements in relation to trade secrets:
A first step in protecting your intellectual assets is by identifying what legally constitutes intellectual property. IP Australia (a Commonwealth Government Department) provides a full lists of definitions to assist in sorting out what falls under IP and what legal avenues may be used to your advantage.
Another important task is to search existing databases to ensure your ideas are indeed original and you are not infringing on the rights of others. A solicitor who specialises in IP affairs can assist in establishing protections as well as instances of IP infringement against your interests.
Contact Q Solicitors for professional advice on how best to manage your Intellectual Property requirements.
While often used colloquially in everyday language as a synonym for ‘appropriate attention to detail’, the legal definition of due diligence refers to an investigation of a business or person prior to entering into any contractual obligations. Due diligence does indeed focus on discovering all pertinent details and is typically performed in cases of purchasing an existing business or a commercial real estate property. The onus is on the buyer to do the research prior to entering any arrangement, especially in regards to any liabilities that may be uncovered as well as the physical, legal, and financial condition of the company or property being considered for purchase. Any information that is provided to you from the other party should always be verified to protect your own interests.
The main areas researched in a due diligence investigation are:
In legal terms, restraint of trade refers to terminology within a contract which seeks to restrict the freedom of a party to engage in business. This often comes into play in the form of employment agreements which may contain restraints, such as a prohibition from engaging in other paid work during the term of employment or directly competing with the employer once the employment has ended. Other examples of restraint of trade clauses might be in a sale of business agreement which may often restrains a vendor from competing with the business being sold. Partnerships, joint ventures, and franchises also may use restraints on future and concurrent competition.
The underlying purpose in using these restraints is to protect one’s business from competition from those who might be well placed and have gained special skills, contacts, and knowledge to complete effectively, such as partners and ex-employees.
Legally to be enforceable, restraints of trade must be proven to be ‘reasonable’ by the party that wishes to impose the restraints on others. To be held up as reasonable, a restraints must itself be limited as to time, location, and extent, and must not go beyond protecting your legitimate business interests. Any restraint that is too detrimental to another party (i.e. does not allow them to make a fair living) will surely be struck down. Because this is such a complex legal slope to determine what is ‘reasonable’, your best recourse is consult with a solicitor in these matters.
Likewise, if you are entering into an agreement with a restraint of trade, you’ll want to be sure you understand what will be expected of you under the restraints and the consequences should you breach the contract.