Business & Commercial Lawyers in Norwest NSW

Business & Commercial Law in NSW

Russell Kelly & Associates provides practical commercial legal advice to businesses, business owners and entrepreneurs in New South Wales.

We assist clients at different stages of the business life cycle, from establishing an appropriate business structure and negotiating commercial agreements through to buying or selling a business, restructuring existing arrangements and resolving commercial disputes.

Our approach is commercially focused. We aim to understand the transaction, the risks involved and the client’s objectives before recommending an appropriate legal solution.

Buying and Selling a Business

Buying or selling a business can involve significant legal and financial commitments. The transaction may include business assets, goodwill, intellectual property, employees, leases, licences and other contractual arrangements. Learn more about the distinction between employees and independent contractors.

Read our legal checklist for buying or selling a business in NSW.

We can assist with the legal aspects of business acquisitions and sales, including reviewing and preparing contracts, negotiating terms, conducting appropriate legal due diligence and assisting through to completion.

Companies, Trusts and Partnerships

The legal structure through which a business operates can affect ownership, management, liability, succession and the way commercial arrangements are documented.

We advise on companies, trusts, partnerships and related business structures and can assist with documentation associated with establishing or changing those arrangements. Learn more about company directors’ duties and responsibilities.

Learn more about Companies, Trusts and Partnerships.

Commercial Contracts and Agreements

Clear commercial agreements can help define the rights and responsibilities of the parties and reduce uncertainty if circumstances change or a dispute arises.

We can assist with the preparation, review and negotiation of commercial documentation, including agreements relevant to the ownership, management and operation of a business.

This may include shareholder agreements, partnership agreements, business sale agreements and other commercial contracts.

Unfair Contract Terms and Standard Form Contracts

Businesses using or entering into standard form contracts should consider the unfair contract terms provisions of the Australian Consumer Law. Since 9 November 2023, proposing, using or relying on an unfair term in a covered standard form consumer or small business contract is prohibited and can attract penalties.

For new or varied standard form contracts from that date, the small business protections generally apply where a business has fewer than 100 employees or annual turnover of less than $10 million. Whether a particular term is unfair depends on the contract and the circumstances, including whether the term creates a significant imbalance, is reasonably necessary to protect legitimate interests and would cause detriment if applied or relied upon.

Businesses that issue standard form agreements, and businesses asked to sign them, should have important contractual terms reviewed in the context of the current unfair contract terms regime.

Franchise Law

Franchising involves a range of contractual and regulatory obligations for both franchisors and franchisees.

We advise in relation to franchise agreements, disclosure documentation, business transactions, transfers, renewals and other franchise-related legal matters.

Learn more about Franchise Law.

Commercial Leasing

A commercial lease can be a significant commitment for both landlords and tenants. Lease terms can affect rent, outgoings, permitted use, options, repairs, guarantees and the parties’ obligations throughout the lease.

We assist landlords and tenants with the preparation, review and negotiation of commercial leasing documentation and related matters.

Learn more about Commercial Leases.

Read our commercial property due diligence checklist for NSW purchasers.

Shareholder and Business Agreements

Where a business has more than one owner, documenting how important decisions are made can help reduce uncertainty and disputes.

Depending on the business structure, appropriate documentation may deal with management and voting rights, ownership interests, funding, transfer of interests, retirement, death, incapacity and mechanisms for resolving disagreements.

Intellectual Property and Business Assets

Intellectual property, business names, trade marks, confidential information and other intangible assets can form an important part of a business.

Legal issues concerning ownership, licensing and transfer of intellectual property should be considered when establishing, purchasing, selling or restructuring a business.

Business Succession and Continuity

Business owners should also consider what will happen to the business if an owner retires, becomes incapacitated or dies.

Business succession arrangements can involve company or partnership documentation, ownership transfers, estate planning and agreements between business owners.

Commercial Disputes

Commercial disputes can arise from contracts, business transactions, partnerships, companies and other commercial relationships.

Early legal advice can help identify the issues, assess the available options and determine whether a dispute may be resolved through negotiation or other dispute-resolution processes.

Learn more about Commercial Litigation.

Business and Commercial Legal Advice

Every business and transaction is different. Legal advice should take into account the commercial objectives of the client as well as the legal risks and obligations involved.

Where appropriate, Russell Kelly & Associates can work alongside a client’s accountant, financial adviser or other professional advisers in relation to the broader commercial aspects of a transaction.

Speak to Russell Kelly & Associates

If you are buying or selling a business, establishing or restructuring a business, negotiating a commercial agreement or require advice about another commercial matter, contact Russell Kelly & Associates to discuss your circumstances.