Business

Your Business Lawyer Brisbane Region

Barclay Beirne Lawyers is your go-to business lawyer in the Brisbane region and Queensland’s Sunshine Coast. As specialist business lawyers, we advise on business structures shareholder in partnership agreements and loan and security agreements, working together with your accountant and specialist advisers to ensure tax effectiveness and statutory compliance.

Buying or Selling a Business?

Buying or selling a business is a complex process with many legal considerations that need to be addressed before, during and after the transaction.

On sale, we advise our clients on all aspects of contract preparation. Contracts of sale invariably contain significant warranties upon which the buyer will rely. Before making any promises, we complete all necessary due diligence enquiries.

On purchase, we negotiate the terms and conditions of the contract of sale, complete all due diligence enquiries, advise on benchmarking business outgoings, advising on the purchasing entity structure whilst working hand-in-hand with specialist advisers and your accountant.

Call today for a free initial consultation with our experienced business lawyers serving Brisbane and the Sunshine Coast.

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Knowledge

Experience

Results

Dedication

Business Structures

The foundation question when commencing a new business or reconsidering an existing business is: what is the most effective structure for that business? It may be one of many common types or a combination of those including: a sole trader – partnership – a company – a trust. In choosing the most appropriate structure a balance must be struck between competing factors including:

Flexibility – will the structure readily permit the departure of participants and the introduction of new participants?
Tax effectiveness – will the structure provide the opportunity to distribute income thereby spreading the impost of income tax? will it give owners have opportunities to minimize the impact of Capital Gains Tax when they wish to sell or transfer their interest in the business?
Asset protection – will the structure protect the business assets contributed by owners to the business? Will the owners and managers of the business be exposed to a risk of personal liability to creditors? should business assets be held by a separate entity which does not take risks? should security be granted to the owners in respect of their contributions to the business and if so, how?

Shareholder and Partnership Agreements

As a ‘participant’ in a business it is essential that your rights and interests are recorded in writing. The primary function of the agreement is to regulate the relationship between the company, its owners, managers and other participants, including:

Participation – what is your role and how is the business controlled? are you a creditor or an owner or both? is it intended that you are consulted in the management of the business? are you are entitled to attend meetings? are you simply contributing assets for the use of the business? how can you protect your interests?
Management – what is the authority of the managers and directors? when should they be required to consult the owners? how should deadlocks be resolved?
Profit distribution and loss sharing – how will the profits of the business be distributed? if you work in the day-to-day conduct of the business should you be paid for that work in addition to profit distribution? business are you entitled to remuneration or other payment? how and when are profits to be distributed or losses shared and in what proportions?
Dispute resolution – how are issues that arise between the owners and managers to be resolved? what happens if the personal relationship between the owners irretrievably breaks down? should shareholders be entitled to all the right of first refusal if a participant leaves? if so on what terms?

Loan and Security Agreements

If you provide working capital or equipment or intellectual property should your interest those be protected?

Security – if you lend money or supply valuable assets to the business, what security can be given to protect your interests of those things? will that security be enforceable in the event of a breach? Does the security need to be registered and if so, with whom?
loan agreements – if you lend money for the purposes of the business should I have a written loan agreement? what should the terms and conditions of that agreement be? are you entitled to be paid interest?

Buying a Business

Before you sign a contract to purchase a business what advice should you obtain?

Legal advice – are the proposed terms and conditions of the contract of sale reasonable? who should the purchaser named in the contract; you or a company that you control? is GST payable on the price? what due diligence inquiries should be made before the contract of sale is completed? is the business dependent upon one or more individuals that can set up in competition to the business after completion of the sale? how can and the buyer the seller from competing with the business after the completion of the sale? what other special condition should be contained in the contract of sale to protect your interests?
Financial advice – is the business is viable? does it make a profit? are all of the outgoings of the business properly recorded in its books? which business structure should I use?
Restraints of trade – what is the purpose of a restraint of trade? are they enforceable? if not, why not?

Agreements

Should I obtain advice before it is signed? does it accurately and completely your agreement? what is the meaning and effect of the agreement? what amendments should be made to the agreement before it is signed and why? are you obliged to sign a contract offered on a ‘take-it or leave-it’ basis? if you enter into such contract can you later be released from it?

Our Client Feedback

5.0

Star rating on Google

Excellent in both professionalism and experience. I needed advice from a commercial litigation lawyer on the Sunshine Coast Michael. Beirne gave me an outcome that exceeded my expectations. My experience was exceptionally great. I have no hesitation in recommending Barclay Beirne Lawyers.

I have used Barclay Beirne for the past several years on the Sunshine Coast and have found Michael to be extremely efficient in all the matters that I have engaged him, I would definitely recommend Michael for any Litigation matter.

I have used the services of lawyers for both personal and business purposes, and can thoroughly recommend Michael. He explanations are clear and the research, preparation and execution of his work thorough. A willingness to go the extra mile for me was also a very refreshing change!

Michael Bernie has just recently assisted me in quite a complex matter regarding a mixture of negligence and family law. I found Michael to be extremely helpful, caring and above all else very honest. I genuinely appreciated all his assistance. As we know solicitors can be very expensive, but I found Michael to be very reasonable especially given the complexity of my case but regardless of the cost his commitment, honesty, dedication and vast knowledge was well worth it.

I've had a long standing relationship with Barclay Beirne Lawyers having used the teams services for business and personal matters. Michael always provides me with practical solutions I can rely on. His advice is typically as succinct as can be expected from the legal profession but always considered and thorough. I have no hesitation in recommending Barclay Beirne Lawyers

I recently needed MIchael's assistance with a complex restraint of trade issue. What struck me more than just Michael's technical knowledge was his passion and doggedness in finding the best solution and outcome for me, his client. You want this level of technical ability and passion on your team. If you have any sort of commercial legal issue that needs adressing you need to talk to Michael Beirne.