BSS Business Legal Services: Business Law











LEVEL 7, NO.1 CHANDOS ST ST LEONARDS NSW 2065 PHONE: (02) 9439 5299 FAX: (02) 9439 6756

BSS Business Legal Services:

BUSINESS LAW

As a business owner/manager you need to know many aspects of the law. Employment, contracts, leasing, partnership, corporations to name a few. Ignorance of some issues can cost you dearly, even leading to bankruptcy. You need someone whose objectivity, knowledge and compassion will guide you through the laws enacted by both State and Federal Governments that affect your business. Other significant issues are – the law around the purchase and sale of the business– partnership and shareholder agreements – franchises – employee share options – leases, retail and commercial, trade practices and fair trading legislation – taxation law and GST – domain names and IT issues – maintenance agreements – equipment and software – insurance, bankruptcy & insolvency. You need to know what is required in establishing a business and what is required to operate a business.

EMPLOYMENT

Australian laws regarding employees are wide-ranging and strict and anyone who does not comply with them risks being sued by an employee or prosecuted by authorities. We have a split system. If you run your business as a sole trader or partnership then the NSW industrial relations system applies. If your business is operated through a corporation, then the federal employment laws apply. There are issues about employee entitlements, workers compensation, employment termination issues, summary dismissal, retrenchments, redundancies, harassment and occupational health & safety (OH&S) issues that must be addressed. Very severe penalties both civil and criminal apply for breaches. Workcover’s role should be understood. It is a growing area of the law which is becoming more complex. You need to keep up-to-date.

CONTRACTS

Who should be party to a contract? Does the contract need to be in writing? What should be included in the contract? What clauses can be not put in a contract? Unfair contracts. Broken contracts. How do you enforce a contract? Injunctions, damages – all dangerous waters for the uninformed.

LEASING

Failure to have a proper lease has caused many a business to fail. Rent increase clauses make-good clauses, options, additional payments for outgoings, guarantees, and ratchet clauses. What is appropriate – should it be a retail lease under the Retail Leases Act? There is no such thing as a good or bad lease; it depends on your circumstances and what you expect and require.

PARTNERSHIPS

Partnerships have their advantages and disadvantages. Many a business has come unstuck because they fail to set out the terms of the partnership in the beginning. It’s much easier to formulate the basis of a partnership when you are friendly. You need exit clauses, should the parties not get on or someone dies.

COMPANIES

It is often advisable to be trading with a limited liability company. You don’t want to risk all your assets – some types of businesses are more vulnerable than others. You need a shareholders agreement between you and the other “partner” in the business. You need exit strategies, agreements as to contributions of capital, agreements as to sharing of profits. A well thought through shareholders agreement or partnership agreement can save a lot of grief.

BANKRUPTCY

What is it? How can it happen? What are the differences between bankruptcy, administration and liquidation? What are the advantages of each “path”?

PURCHASE OR SALE OF A BUSINESS

There are many issues you need to consider whether you are establishing a business or taking over an existing business. Is it a going concern? GST issues – proper value for plant and equipment. Securing the services of key employees. Securing proper tenure to the business premises. Assignment of contracts, assignment of leases, warranties. As a purchaser you need to secure warranties to enable you to recover damages should the business turn out not to be as represented at the time of the purchase. You also need to carry out due diligence on the business – the extent of the due diligence will vary depending on the type of business. On the other hand if you are the vendor you will want to limit your warranties, including limiting them as to time and amount.

Any questions? Contact us by email (lawyer@bullson.com.au), fax (02) 9439 6756) or phone (02) 9439 5299.