Business Law

Buying and Selling a Business

Portelli & Co provides an extensive range of commercial/business law legal services including:

  • Business contracts
  • Buying and selling a business
  • Buying and selling a franchise business
  • Advice on a wide range of commercial contracts
  • Preparation of shareholder, partnership and joint venture agreements
  • Distribution and agency agreements
  • Mediation, dispute resolution and litigation
  • Incorporation of companies
  • Protection of intellectual property

Business Structure

Businesses can be set up in an array of differing structures. They can be:

  • Sole proprietor
  • A partnership (where two or more people have decided to start a business)
  • A private company
  • A trust

If you are considering purchasing a business, we recommend that you consult with a Solicitor at Portelli & Co, in addition to an accountant about which structure is best for your business. There are a number of issues that would need to be canvassed before the best possible structure for you can be determined. Amongst some of the issues that we advise that you come and consult us on are convenience, flexibility, taxation issues, cost to set up and cost to run.

By getting the legal structure to your business right, you are helping to ensure that your venture is successful. Without careful and informed decisions you may be setting yourself up for loss, before you begin.

Things to consider before purchasing a business

  • The type of business structure best suited to your needs
  • What do you need to know about running a business? For example, relevant management experience
  • Can you afford the initial outlay and continuing costs? It is relevant to note that almost 90% of failed business did so because they lacked adequate capital
  • Where will your finance come from?
  • What sorts of insurance do you need to protect yourself, your employees and your clients?
  • What do you know about the industry is involved with? For example, trade or product knowledge
  • Is the business in the right location? Will you have sufficient customers?
  • Do you have all the equipment you need? If not, can you finance necessary additions?
  • How will you protect your investment? For example, security of tenure of premises, registration of ownership, etc.
  • Are you familiar with all the laws relating to business, particularly income tax, GST, sales tax, payroll tax, local government, health, industrial awards, trade practices?
  • Are you eligible for government assistance?
  • Have you received professional about the terms of the contract and the terms of the lease?

This list is not exhaustive, it is essential that you consult Portelli & Co before you decide to buy a business. We will help you make the right decisions about your business venture.

The Laws and Legal Areas Which Apply To Businesses

There are many laws which govern elements of business. On consultation we can give you a more precise idea of the laws you should be concerned about, but some of the areas involved are:

  • Your rights in relation to representations made by the seller of the business during the negotiation process
  • Local government and town planning restrictions
  • Clauses which you should have in the sale of business contract, eg. restricting the seller from competing with you
  • Occupiers' Liability. The law differs about the responsibilities of occupiers, depending on the purpose of someones visit to the premises, but as a first step you should make sure your business premises are safe, and take out insurance to cover unforeseen accidents
  • Registration of a business name and incorporation
  • Retail tenancies legislation
  • The law of contracts
  • Franchise agreements
  • Consumer protection legislation such as the Commonwealth Trade Practices Act and Victorian Fair Trading Act
  • Protecting original ideas by use of the Patents Act, Copyright Act, Design Act and trademarks
  • Employment laws including Work Cover, wages, employee benefits, enterprise bargaining, discrimination, superannuation, training and unfair dismissal
  • Income tax, capital gains tax, sales tax and payroll tax
  • Leasing arrangements for plant and equipment
  • Licensing requirements

It is easy to see that with so many laws to be concerned about, a business operator needs professional legal advise. We can provide this for you.