Commercial Lawyers on Brisbane’s Northside
Practical, plain-English commercial advice for owner-operators, family businesses and professional services across Brisbane’s Northside. Business sales, shareholder agreements, commercial leases, employment documents and QBCC compliance.
Good commercial advice does not slow you down; it gives you confidence that the structures, contracts and agreements behind your business will hold up when you need them to. A clear shareholder agreement keeps a business together when a co-founder wants to move on. A properly drafted commercial lease protects you when the landlord changes hands. A clean business sale agreement protects the value you have spent years building.
Kelly Lawyers is a Brisbane Northside firm based in Ascot, with commercial lawyers acting for businesses across Ascot, Clayfield, Hamilton, Nundah, Nudgee, Banyo, Virginia, Kedron, Stafford, Chermside and beyond. We work with owner-operators, family businesses, professional services firms and trade contractors. We explain options, give you straight advice on what is worth your time and what is not, and turn around drafting on practical timeframes.
What our commercial lawyers help with
We focus on the matters owner-operators actually face. Our commercial lawyers work closely with business owners to deliver clear, practical advice without unnecessary complexity. We act for business owners on the deals, agreements and disputes that shape their day-to-day operations.
Business sales, purchasing and structuring
- Business purchases and sales
- Business structure advice
- Establishment or Variation of Trusts
- Establishment of Bare Trusts
- Establishment of Unit Trusts
- Establishment of new companies including bucket companies
- Partnership agreements
- Shareholder agreements
- Share sales and purchases
- Put and call options
Commercial contracts, leases and operations
- Commercial contracts (drafting and review)
- Loan agreements and security documents
- Confidentiality agreements
- Franchise agreements
- Release of mortgages or other security
Employer contracts and workplace documents
- Employment contracts
- Practical document support for small businesses (policies/agreements as needed)
Loan, guarantee and QBCC advice
- Loan advice
- Guarantee advice
- Advice for QBCC Deed of Covenant and Assurance
Who we help
Our commercial law clients are usually owner-operators, family businesses or professional services principals across Brisbane’s Northside. You may be:
- An owner buying or selling a business and needing the contract, due diligence and settlement handled cleanly.
- Two or more co-founders who have started a business on a handshake and now needing to formalise a shareholder or partnership agreement to protect yourselves in the event something goes wrong.
- A new company is being set up, including a bucket company for tax planning, where the structure has to be right from day one.
- A landlord or tenant negotiating a commercial or retail lease, a renewal, an assignment or a surrender.
- An employer drafting or updating employment contracts and workplace policies.
- A QBCC-licensed contractor needing a Deed of Covenant and Assurance, advice on personal guarantees or licensing risk.
- A business owner asked to sign a personal guarantee for a lender, supplier or franchise, and unsure of the consequences.
If your situation is not on the above list, give us a call and we will tell you honestly whether we are the right firm.
What you’ll need
- The document(s) (contract/agreement/draft) in Word/PDF or any other relevant document
- Your deadline and any key dates
- A short note on the deal context (what the arrangement is and what you want to achieve)
- Your non-negotiables (what is important to you / what you’re worried about)
- Any related emails/terms/quotes that form part of the agreement
- Who the other party is (name/entity) and whether you’ve already agreed to key commercial terms
We’ll translate the legal detail into clear options and next steps; fast.
Common risks we help you avoid
Most commercial problems start with unclear terms; we help you spot the risks before you commit.
- Signing without understanding key obligations, costs, or exit terms
- Vague scope/deliverables that lead to disputes (“what exactly are we paying for?”)
- Unbalanced liability/indemnities that shift risk unfairly
- Payment terms that don’t protect you (timing, milestones, variations, late fees)
- Auto-renewals and lock-ins you didn’t intend
- Weak termination clauses (or none) when things go wrong
- Missing IP/confidentiality protections (ownership of work, use of data, restraint issues)
- Entity/authority mistakes (wrong party name, signing without proper authority)
- Employment/contractor misclassification risks (where relevant)
We’ll explain the risks clearly, recommend practical changes, and keep you updated so you always know what comes next.
Our Brisbane northside commercial law services
Buying and selling a business
Business sales are not the same as property sales. The contract has to deal with the assets being sold (or the shares, if it is a share sale), the liabilities being assumed, employee transfer, tax integrity (including GST going-concern treatment), restraints of trade, and a transition period where the seller usually stays involved. We act for either side of the transaction and run due diligence, draft and review contracts, manage the deposit and settlement, and coordinate with your accountant on tax structure. Where the sale involves real property or a lease assignment, our property and conveyancing team handles those parts in-house.
Business structures, trusts and bucket companies
The structure you trade through has tax, asset protection and succession consequences for years to come. We work with your accountant to set up or vary companies, family discretionary trusts, unit trusts, bare trusts and bucket companies (corporate beneficiaries used to cap distributions at the company tax rate). The right structure depends on your industry, your risk profile and where you want to be in five years.
Shareholder, partnership and unitholder agreements
Most disputes between business partners are not about money in the moment; they are about something that was never written down. Shareholder agreements, partnership agreements and unitholder agreements set out who decides what, how shares or units are valued and transferred if someone wants out, how new owners come in, what happens on death, divorce or bankruptcy, and how to break a deadlock between equal owners. We draft these agreements in plain English, work through the realistic ‘what if’ scenarios with you, and coordinate with your accountant on tax-effective transfer mechanisms.
Commercial contracts and operations
Day-to-day commercial work is where most owner-operators are exposed: a one-page contract from a customer, a supplier’s terms and conditions, an NDA before a deal, a loan agreement and security documents, a franchise agreement, a release of mortgage. We draft and review these as fixed-fee work where the scope is defined, and we keep the focus on what actually matters in the document for your business.
Employment contracts and workplace documents
Employment contracts that simply restate the National Employment Standards do not protect a business properly. We draft contracts that cover restraint of trade, intellectual property, confidentiality, leave, performance management, termination and the tax-effective use of bonuses. For small businesses we provide practical document support, including policies and template agreements that suit the size of the operation rather than imposing a corporate-sized framework.
Personal guarantees, loan advice and QBCC
If you are signing a personal guarantee for a lender, a landlord, a supplier or a franchisor, you should know exactly what you are agreeing to. Many lenders require independent legal advice before they will accept a guarantee. We provide that advice on a fixed-fee basis. We also advise on loan agreements and security documents, and on QBCC compliance issues including the Deed of Covenant and Assurance required for QBCC-licensed contractors above certain financial thresholds.
Why Brisbane businesses choose Kelly Lawyers
- Based in Ascot on the Brisbane northside, with clients across Clayfield, Hamilton, Nundah, Nudgee, Banyo, Virginia, Kedron, Stafford, Chermside and beyond.
- Plain-English drafting and advice. Documents you can understand, in language you can use with your team and your customers.
- Cross-team support. Your commercial lawyer can call on our property team for premises and commercial leases, our family law team for shareholder disputes that touch separation, and our wills and estates team for business succession planning.
- Fixed-fee initial consultations with no obligation to proceed.
- Forty years acting for Brisbane northside businesses, established in 1984.
What to expect from your first call
We offer fixed-fee initial consultations with no obligation to proceed. In your consultation we will listen to what is happening in your business, ask about your goals and the deal or document in front of you, and outline your realistic options. Following the consultation we will provide a detailed fee estimate before you decide whether to engage us. Consultations are available at our Ascot office, by phone or by video.
Contact our Commercial Law Team
Book a consultation with us today and let’s talk about your concerns and what you want to achieve.
Commercial Law frequently asked questions
Do I need a commercial lawyer to buy or sell a business?
In practice, yes, and ideally on both sides. Business sale contracts are detailed documents covering the assets being sold, employee transfer, restraints, tax treatment (including GST going-concern issues) and the transition period. The cost of unwinding a poorly drafted contract is almost always greater than the cost of having a commercial lawyer draft or review it.
What is a shareholder agreement and why do I need one?
A shareholder agreement is a contract between the owners of a company that sets out how the company is run and what happens when shareholders want to exit, sell, or pass shares to family. The default position under the Corporations Act 2001 (Cth) and the company constitution is rarely what owners would have chosen. Most disputes between business co-owners are resolved by the shareholder agreement they wrote when they were getting on, not by a court arguing about an undocumented arrangement years later.
What is the difference between a commercial lawyer and a business lawyer?
In Australia, the two terms are used interchangeably. Both refer to a lawyer who advises businesses on contracts, structures, transactions, leasing, employment and disputes. A commercial lawyer is a solicitor (qualified legal practitioner). At Kelly Lawyers, our qualified and experienced solicitors can assist you with commercial matters.
What is a personal guarantee and should I sign one?
A personal guarantee is a promise by an individual (usually a company director) to be personally responsible for a debt or obligation of the business. If the business cannot pay, the lender or landlord can enforce against the guarantor’s personal assets. Sometimes a guarantee is unavoidable, but the terms (especially the cap on liability, the duration, the joint and several language and the spouse-not-as-guarantor question) are negotiable. Get independent legal advice before signing.
What is a QBCC Deed of Covenant and Assurance?
Under the Queensland Building and Construction Commission’s minimum financial requirements, certain QBCC-licensed contractors above specified financial thresholds need to provide a Deed of Covenant and Assurance from a related entity to support the licensee’s net tangible asset position. The deed is a formal document with significant consequences if relied on. We advise on whether one is required, draft the deed where it is, and explain the obligations to the related entity providing it.
What is a bucket company and when should I use one?
A bucket company is a company set up to receive distributions from a discretionary family trust, capping the tax on those distributions at the corporate rate (currently 25 percent for base rate entities or 30 percent otherwise) rather than the marginal rate of an individual beneficiary. It is a common tax planning tool for family-owned businesses, but the structure has to be right and the trust deed has to allow distributions to a corporate beneficiary. Set up incorrectly, the ATO can apply Division 7A and the tax position becomes significantly worse. We work with your accountant on the legal side of setting one up.
Do I need separate employment contracts for each role in my business?
Each contract should match the role. A casual barista, a salaried operations manager and a senior employee with access to client lists and IP all need different protections in their contracts. Restraint of trade clauses, intellectual property assignments, confidentiality, leave entitlements, termination notice and performance management provisions should reflect the role’s seniority and risk to the business.
How long does a business sale take?
From signed heads of agreement to completion, a typical small to mid-sized business sale runs three to six months. Due diligence usually takes one to two months. Drafting and negotiation of the sale contract takes another month. Settlement (transfer of assets, employee transfers, lease assignment, ATO and ASIC steps) takes a further few weeks. More complex sales (regulated industries, trade-mark assignments, multiple sites) take longer.
Speak with a Brisbane Commercial Lawyer today
If you are buying, selling or running a business and need clear, practical legal advice, book a fixed-fee consultation with a Kelly Lawyers commercial lawyer. We will listen, explain your options in plain English and outline costs in writing before any work begins.