Corporate and Commercial Lawyers
Business sales and share sales, shareholders agreements, commercial and employment contracts, company and trust documents, and loans and security, prepared on a fixed fee.
- Fixed fees quoted before any work starts
- Every document drafted or reviewed by a qualified solicitor
- Property and commercial work handled within the one firm
- Acting for business owners in NSW and interstate
- Office in Parramatta, with meetings in person or online
Where commercial problems usually start
The Deal Is Agreed. Now It Has to Be Written Down.
Most commercial arrangements are settled long before anyone reaches for a document. You agree the price, the terms, the split and the timing - and then it has to become an agreement that will still hold when the relationship is under pressure.
That is the step where things quietly go wrong. Terms get recorded loosely, or not at all. The wrong entity signs. The clause dealing with what happens if it all goes sideways is the one nobody thought about. And none of it surfaces until the day it matters most.
Corporate Legal prepares and reviews the documents behind commercial transactions for NSW businesses - business sales, trading agreements, company and trust documents, and lending and security. A qualified solicitor drafts and reviews every one, the fee is agreed in writing before we start, and the document comes back to you in plain English with a short note on the parts that carry real weight.
Where to start
Four Areas of Commercial Work
Most commercial matters fall into one of these four.
Business Sales & Purchases
Buying or selling a business - a café, salon, workshop, childcare centre, agency or trade. The sale agreement, the lease assignment, the restraint, the employees, the licences, the adjustments and settlement itself.
- Buyer side and seller side
- Lease assignment and landlord’s consent
- Settlement adjustments and completion
Commercial Contracts & Agreements
The documents a trading business runs on - confidentiality agreements, contractor and consultancy agreements, terms of trade, supply and distribution agreements, licences, referral agreements, variations and releases.
- Prepared from your instructions, or reviewed before you sign
- Written to be read by the people who have to follow them
- Fixed fee per document
Company, Trust & Structuring
The documents that set up and govern an entity - company constitutions, family and unit trust deeds, changes of trustee or appointor, deeds of variation, partnership agreements, and shareholders agreements for newly incorporated companies.
- Prepared alongside your accountant’s structuring advice
- Trust deeds drafted with duty and resettlement risk in mind
- Documents your bank and the ATO will accept
Loans, Security & Guarantees
Money moving between parties - loan agreements including Division 7A loans, guarantees and indemnities, general security agreements with PPSR registration, deeds of priority, vendor finance and mortgages of shares.
- Related-party and third-party lending
- PPSR registration attended to, not just recommended
- Clear advice on what a guarantee actually exposes
Know what you need? Send us the details and we’ll come back with a fixed fee.
Request a QuoteBusiness transactions
Buying or Selling a Business
A business sale is usually several documents that need to line up: the sale agreement, the lease, any franchisor approval, and the arrangements for staff, stock and equipment.
Acting for a buyer, we review and negotiate the sale agreement, check what is actually being acquired, confirm the lease can be assigned on acceptable terms, and deal with settlement, the stock-take and the transfer of employees. Acting for a seller, we prepare the contract from the agreed commercial terms, obtain the landlord’s consent to the assignment of the lease, and document any part of the price that is to be paid after settlement.
2 points shape most business sale contracts. The first is GST. A sale can be GST-free as the supply of a going concern, but only if the conditions are met and recorded properly in the contract, including that the seller continues to carry on the business until the day of completion. The second is the restraint of trade, which needs to be drafted so that it protects the goodwill being paid for while remaining enforceable.
Related pages: Business Sales and Purchases, Lease Assignment, Franchise Agreements, Heads of Agreement and Vendor Finance.
Companies and shareholders
Share Sales and Shareholders Agreements
Buying the shares in a company is different from buying the business it runs. The company comes with its history, including its contracts, its employees and any liabilities that have not yet surfaced.
For that reason a share sale agreement relies on the warranties and indemnities given by the seller, and on the due diligence the buyer carries out before signing. We prepare and negotiate share sale agreements for buyers and sellers, and scope the due diligence separately so that it matches the size and history of the company being acquired. Leases, finance facilities and key supplier contracts often contain change of control clauses, and these need to be checked before completion.
Where a company has more than 1 owner, a shareholders agreement sets out how decisions are made, what happens if a shareholder wants to leave, dies or becomes unable to work, how shares are valued on an exit, and how a deadlock is resolved. It is best put in place when the company is set up, but it can be prepared at any stage. The same approach applies to a unitholders agreement for a unit trust.
Related pages: Share Sales, Shareholders Agreements, Business Succession and Buy-Sell Agreements and Company, Trust and Structuring.
Structures
Setting Up a Company or Trust
The structure a business or investment is held in affects tax, asset protection, borrowing and what happens when an owner leaves or dies. Those decisions usually sit with your accountant, and the documents need to carry them out accurately.
We register companies and prepare the constitution, the director and shareholder consents and the share certificates. We prepare discretionary (family) trust deeds and unit trust deeds, deeds appointing a new trustee or changing the appointor, and deeds of variation where an existing trust deed needs to be updated.
Where a company or trust is buying property, including through an SMSF, the entity documents and the purchase are handled together so that the right entity signs from the outset. We do not give tax advice on the choice of structure. Where a structure is being set up for tax reasons, we work from your accountant’s instructions and can liaise with them directly.
Related pages: Company, Trust and Structuring and SMSF Commercial Property Purchases.
Engaging staff and contractors
Employment and Contractor Agreements
The document used to engage someone should reflect how the working relationship will actually operate.
We prepare employment contracts that work alongside the National Employment Standards and any modern award that applies, covering duties, pay, hours, leave, confidentiality, intellectual property, restraints and termination. For contractors, we prepare consultancy and independent contractor agreements, and confidentiality agreements where information needs to be shared before an engagement begins.
Whether a person is an employee or a contractor is not settled by the title of the document. It depends on the substance of the relationship, including who controls the work, who supplies the tools and equipment, and whether the person is genuinely running their own business. A contractor who is in substance an employee can expose a business to claims for unpaid entitlements and superannuation, so the structure is worth settling before the engagement starts.
Our work in this area is limited to preparing and reviewing documents. We do not act in employment disputes, unfair dismissal claims or Fair Work proceedings.
Related pages: Employment Contracts, Contractor Agreements and Confidentiality Agreements.
Everyday commercial documents
Contracts for Running the Business
Most businesses rely on a small set of documents that are used again and again. Having them prepared properly once avoids renegotiating the same points on every deal.
Confidentiality agreements: used before sharing information with a prospective buyer, investor, supplier or contractor, so that it can only be used for the purpose it was given.
Website terms and privacy policies: set the terms on which customers use your website or buy online, and explain how personal information is collected, stored and disclosed.
Joint venture agreements: record each party’s contribution, share of profit and level of control, and how the venture ends. Property development joint ventures also need to deal with funding calls, planning approval and the sale of the completed project.
Partnership agreements: set out how partners share profits and losses, make decisions, admit new partners and exit the partnership.
Loan agreements: for loans between related parties or from private lenders, including Division 7A loan agreements for company loans to shareholders and their associates, with security where it is required.
Related pages: Confidentiality Agreements, Website Terms and Privacy Policy, Joint Venture Agreements, Partnership Agreements, Division 7A Loan Agreements, Service and Supply Agreements and General Security Agreements.
Commercial documents
Commercial Documents We Prepare
Each of the pages below explains a document or transaction in more detail, including what it covers and what to have ready.
Business Transactions
Business Sales and Purchases
Heads of Agreement
Franchise Agreements
Vendor Finance
Put and Call Options
Share Sales
Joint Venture Agreements
Distribution Agreements
Contracts and Deeds
Commercial Contracts
Deed of Settlement and Release
Co-ownership Agreements
Deed of Gift and Loan Back
Service and Supply Agreements
Confidentiality Agreements
Contractor Agreements
Employment Contracts
Website Terms and Privacy Policy
Deeds of Variation, Novation and Assignment
Companies, Trusts and Lending
Company, Trust and Structuring
Loans, Security and Guarantees
SMSF Commercial Property Purchases
Company Registration
Company Power of Attorney
Shareholders Agreements
Partnership Agreements
Business Succession and Buy-Sell Agreements
Division 7A Loan Agreements
General Security Agreements and Guarantees
Commercial Property and Leasing
Commercial Conveyancing
Commercial Leasing
Retail Leasing
Agreements for Lease
Lease Assignment
Lease Variations
Licence Agreements
Estate Planning and Deceased Estates
Estate Planning
Probate and Letters of Administration
Deceased Estate Property Transfer
Our office is at Suite 19, 103 George Street, Parramatta. Most of our commercial clients are in NSW, we also act on matters outside NSW, and we meet with clients in person or online.
Typical situations
When Businesses Call Us
If any of these sounds like where you are, it is the right time to pick up the phone.
“We’ve agreed the deal and need it in writing.”
You have settled the price and the terms with the other side, and now it needs to be a document both parties can sign with confidence.
“I’ve been sent something to sign.”
An agreement has landed in your inbox and you want to know exactly what it commits you to before you put your name to it.
“My accountant said I need this document.”
A structure has been recommended, or a loan needs documenting properly, and someone has to draw the paperwork that gives effect to it.
“We’re bringing someone in - or buying someone out.”
A new partner, shareholder or investor is joining, or an owner is leaving, and the terms need recording before anything changes hands.
“We’ve been operating on a handshake.”
The arrangement has worked fine for years and nobody wrote it down. Now a bank, a buyer or a new party wants to see something in writing.
“We’re buying or selling a business.”
There is a contract, a lease to be assigned, staff, equipment and a settlement date - and it all has to land on the same day.
Tell us what you’ve agreed and we’ll tell you what it needs.
Get a Fixed-Fee QuoteHow we work
From Enquiry to Signed Document
Tell Us the Deal
A short call or email. What’s been agreed, who the parties are, and what you need by when. Usually fifteen minutes.
Fixed Fee Quoted
We confirm the document, the scope, what’s included and what isn’t, and the fixed fee - in writing, before any work starts.
Instructions Taken
We take full instructions once, properly, so you are not answering the same questions across a dozen emails.
Drafting
Prepared and reviewed by a qualified solicitor. You get a clean draft plus a short plain-English note on the parts that matter.
One Round of Amendments
Your changes, and the other side’s reasonable comments, are worked through and included in the fixed fee.
Signing & Registration
We finalise for execution and attend to whatever the document needs afterwards - PPSR, ASIC, stamping or lodgement.
Start with step one. It costs nothing and takes fifteen minutes.
Book a Free ConsultationWhy Business Owners Use Corporate Legal
Fixed Fees, Genuinely
Agreed before we start and honoured through a normal round of amendments. If something falls outside scope we tell you before we do it, not after.
A Solicitor Reviews Everything
Every document that leaves this firm has been read and checked by a qualified solicitor before it reaches you.
Fast Where It Counts
Most documents are back with you within days. When a settlement, a year end or a finance approval is driving the deadline, that matters.
Property and Commercial Together
Most business deals touch property - a lease, a premises, a security over land. We handle both sides in the one firm, so nothing falls between advisers.
A Firm People Come Back To
More than 200 five-star reviews, and a steady stream of work referred by accountants, brokers and clients we have acted for before.
Plain English
You will understand what you are signing. If a clause matters, we will tell you why in a sentence, not a memorandum.
Get your document drafted properly, for a fee you agreed in advance.
Talk to Us TodayCommercial deals rarely stay in one lane. A business sale needs the lease assigned. A loan needs a mortgage or a caveat. A trust needs to buy the premises. Because Corporate Legal does property and commercial work under one roof, the whole transaction stays joined up instead of being split between advisers who never speak to each other.
Commercial Law FAQs
Can you really quote a fixed fee on commercial work?
What if the other side’s lawyer wants changes?
Do you give tax advice on structures and trusts?
How quickly can you turn a document around?
Do you act for both sides of a deal?
Do you only work with businesses in NSW?
Do you act on share sales as well as business sales?
Do you handle employment disputes?
Can you prepare a joint venture agreement for a property development?
Can you set up a company or trust for us?
Still have a question about your matter?
Ask Us DirectlyGet the Deal Documented Properly
Handshake deals fail at the point where nobody wrote down what was agreed. Corporate Legal prepares commercial transaction documents for NSW business owners at a fixed fee, reviewed by a qualified solicitor, in plain English - usually within days. Tell us what you have agreed and we will tell you what it needs.
Get a Fixed-Fee Quote