Ringwood commercial lawyers for owner-operated businesses

Most of the businesses we act for from our Ringwood office are owner-operated — trades, professional practices, manufacturers, retailers, hospitality operators, allied health, real estate, automotive, and a growing number of online and services businesses. The legal needs of these businesses are different from those of large corporates and different again from start-ups: the same person is usually the owner, director, shareholder, employer and risk-bearer.

Practical commercial advice for businesses of this size and shape is about reducing risk, getting the structure right early, documenting the relationships that matter (with co-owners, key employees, suppliers, customers and the landlord), and being ready when something significant happens — selling, buying, expanding, exiting, or responding to a dispute. Our Ringwood commercial lawyers focus on those moments.

Two of our directors hold accounting qualifications as well as legal ones. That matters when we are advising on structuring, business sales, succession and the tax-and-legal interface where most commercial decisions actually sit.

The choice between operating as a sole trader, partnership, company, unit trust, discretionary trust or some combination is a structural decision with long-term consequences for tax, asset protection, succession and the cost of any future restructure. We work with your accountant to model the alternatives, identify the risks of the current structure, and document the chosen structure properly.

Common Ringwood scenarios include moving from sole trader to company as turnover grows, restructuring before a sale to access the small business CGT concessions, separating operating risk from passive assets (typically the trading premises), and introducing a discretionary or family trust for asset protection and income flexibility. Each restructure has duty, CGT and GST implications that need to be planned for.

When two or more people are in business together, the single most cost-effective document they can sign is a written agreement that records what happens if any of them want to leave, can no longer participate, dies, becomes incapacitated, becomes bankrupt or wishes to sell their interest. Most disputes between co-owners turn on questions that a well-drafted shareholder or unit-holder agreement would have answered.

We prepare shareholder agreements for proprietary companies, unit-holder agreements for unit trusts and partnership agreements for partnerships — with realistic exit mechanisms, dispute resolution clauses, drag-along and tag-along rights, restraints and pre-emptive rights. We also prepare standalone buy-sell agreements with insurance funding for co-owners who want death and disability cover built into their succession arrangements.

A business sale involves co-ordinating a heads-of-agreement, due diligence, the asset or share sale agreement, employee transfers, lease assignment or new lease, transfer of customer contracts, plant and equipment lists, restraints of trade and the apportionment of consideration for tax purposes. Each of those steps has legal and commercial consequences that need to be managed in the right order.

We act for both buyers and sellers, in transactions ranging from sole-trader business sales in the hundreds of thousands to share sales of incorporated businesses with values well above seven figures. Our advice covers structure (asset sale vs share sale), price protection (escrow, earn-outs, working-capital adjustments), risk allocation (warranties, indemnities, disclosure), and integration with the seller's tax and retirement planning.

We draft and review supply contracts, distribution and franchise agreements, services agreements, terms and conditions of trade, IP and licensing agreements and confidentiality agreements. Where you are entering a long-term commercial or retail lease we negotiate the terms before signing and explain the practical operation of the Retail Leases Act 2003 (Vic) — including outgoings, market rent reviews, options, make-good obligations and disclosure statement requirements.

We also advise on registrations under the Personal Property Securities Act 2009 (Cth). The PPSR is unforgiving for businesses that finance customers, retain title to goods or lease equipment. Failure to register a security interest correctly can result in losing it altogether on the customer's insolvency. We register security interests, review existing registrations and act for receivers and parties affected by registered PPSR interests.