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Commercial (Business) Law

Business law/commercial law covers a wide range of commercial relationships including:

BUSINESS SALES AND PURCHASES

Business sales and purchases include any land and/or building together with the business itself. Aspects that we can advise you on include:

  • Form of agreement - what provisions need to be included to protect you
  • GST treatment - is it plus GST or inclusive of GST - is it a going concern to be zero rated?
  • Plant and Goodwill - tangible and intangible assets - how are these to be valued?
  • Stock - is it a set price or is there to be an allowance for adjustment on stocktake?
  • Due Diligence - the task of undertaking a full check of business records, accounts, sales etc
  • Restraints of Trade - restrictions on the vendor after the sale
  • Royalties - vendor to be paid royalties for use of intellectual property such as patents, trademarks, designs and copyrights
  • Finance conditions
  • Lease approval - landlord's consent

COMMERCIAL LEASES

A lease of business premises (as opposed to a residential tenancy) is a commercial lease. Aspects that we can advise you on (whether you are a landlord or tenant) include:

  • Form of lease
  • Rental terms (including rent reviews and ratchet clauses) Lease terms (including renewals of lease)
  • Landlord and tenant's respective responsibilities
  • Guarantees
  • Ongoing lease issues

FINANCING

There are many options and considerations when considering financing for a commercial venture. Aspects that we can advise you on include:

  • Mortgage of land
  • Mortgage of shares
  • General security
  • Purchase money security
  • Term of advance
  • Interest options
  • Guarantees
  • Penalties for default
  • Mortgagee sale
  • Repossession under PPSA
  • Registration of security

BUSINESS VENTURES

There are a number of alternate business structures, each with both advantages and disadvantages. An understanding of the alternatives and the terminology involved is essential. Aspects that we can advise you on include:

  • Company structure
  • Partnership structure
  • Sole trader structure
  • Trading Trust structure
  • Associated persons
  • Joint venture
  • Shareholders agreement
  • Constitution
  • Major transactions
  • Resolutions

FRANCHISES

A franchise is a licence to operate an existing business under the common name of the business within a specific geographical area for a specific period of time. The licensor (known as the franchisor) is usually required to provide the licencee (known as the franchisee) with plant, equipment, stock and business knowledge in exchange for both upfront and ongoing fees.

Aspects that we can advise you on include:

  • Terms of franchise
  • Restraint of trade
  • Advertising provisions
  • Restrictions of franchisee
  • Responsibilities of franchisor
  • Responsibilities of franchisee
  • Rights of renewal of franchise agreement

Link to a Commercial Lawyer below

Commercial Team

Papakura

Manukau Pukekohe