Laird Lawyers can help business owners to buy or sell businesses in a variety of industries, each having their own nuances which need to be considered. We work closely with our clients from when they consider buying or selling a business, including the negotiation, due diligence, drafting of documents, financing, various registrations and settlement.
The optimal structure of a business depends on many factors such as expected income, number and value of assets, the current business structure, risk appetite, finance options and operations and tax considerations.
If the business is currently operated by a company, then the business can be transferred by a simple share sale agreement, though this does have the risk of any potential liabilities from before the sale being carried forward.
Another option is to merely purchase the assets of the business, either individually or through a company. This can be tailored to the parties wishes but usually includes all assets such as equipment, business names and contracts. Alternatively, the buyer may only want the equipment in which case we could prepare an equipment sale agreement.
Setting up and Operating a Business
The decision to set up your own business is a big decision and Laird Lawyers can assist at every stage. As with purchasing a business, the business structure can have significant implications, including regulatory obligations, tax, liability exposure and succession planning. We can work through the options with you and draft the various documents needed to structure the business, whether it be incorporating a company, establishing a partnership, creating a trust or operating as a sole trader.
Once you have a business set up, it is likely you will need a number of further documents to be successful. Examples of documents we can prepare and may be appropriate for your business includes:
(a) Terms of trade - which includes important terms such as payment terms, cost recovery if you have to recover a debt, warranties, reserving title in materials until payment is received, etc;
(b) licenses, such as for operation of software you have developed;
(c) supply and distribution agreements;
(d) manufacturing agreements;
(e) equipment hire agreements; and
(f) confidentiality agreements.
Loans and Finance Agreements
Businesses frequently borrow money to expand or replace assets. Laird Lawyers can prepare the necessary finance agreements and security documents to protect your money. Documents which we can prepare include:
(a) loan agreements;
(b) facility agreements;
(c) deeds of guarantee and indemnity;
(d) mortgages (over both real property and mining tenements);
(e) caveats; and
(f) general and specific security deeds.
From the registration of a company, advising on obligations under the Corporations Act 2001 to winding up of a company, Laird Lawyers has the experience to assist. Examples of matters in which we have acted include:
(a) acting in share sales and the issuing of shares;;
(b) drafting shareholder agreements;
(c) changing directors and officeholders;
(d) establishing a charity;
(e) advising on director obligations on potential liability of breaches;
(f) drafting notices and minutes of board and shareholder meetings; and
(g) issuing and defending Creditor’s Statutory Demands.
A partnership is a business structure where 2 or more people go into business together. A partnership has the benefit of less regulatory obligations compared to a company it also has a number of drawbacks, such a joint and several liability for the partnerships debts, assets are owned jointly by the partners and the lack of separate legal entity, meaning the partnership dissolves and a new partnership is created on the death of one partner.
Laird Lawyers will be able to advise you on the benefits and risks of entering into a partnership, as opposed to other structures, tax efficient structuring and drafting the agreed terms and conditions in a partnership agreement.
Establishing a franchise is a great way for a business to expand their brand and for purchasers to have their own business with the support of the franchisor’s experience. Basically the franchisor owns the intellectual property, business name and other assets and grants to the franchisee, for a fee, the right to use these assets to sell goods and services in a particular region. Examples of franchises we have assisted include food outlets, cleaning companies and house inspection companies.
The Franchising Code contains a number of obligations on both franchisors and franchisees. Laird Lawyers will be able to advise you on the implications of the Franchising Code and draft a Franchise Agreement, disclosure documentation and other necessary documentation to allow you to either establish a franchise or buy into a franchise.
A trust is a legal structure in which a trustee holds assets for the benefit of the beneficiaries. This can be a useful vehicle for tax planning and risk mitigation. The trustee has a fiduciary duty to the beneficiaries to protect the assets of the trust and act in the interest of the beneficiaries.
We work with your accountant or financial advisor to provide a range of trust services. The below are common documents which we frequently prepare:
Trust Creation - Discretionary $400+GST
Trust Creation - Unit Trust $400+GST
Trust Creation - Special Disability $700+GST
Trust Health Check - Updating Deed $100+GST
Change of trustee $150+GST
Change of Appointor $150+GST Change of Trustee & Appointor $200+GST