Business & Commercial Law
Our team can assist you with advice in the following areas:
- Buying or Selling a Business
- Joint Venture / Shareholders’ Agreement
- Business Financing
Our team of commercial and business lawyers can provide a comprehensive service to clients for all their business and commercial needs.
Commercial ventures are varied and in addition to your lawyer, you may have a number of other professionals assisting you with your business and commercial requirements. We believe it is important to work together with all parties who are assisting you to achieve your goal.
Our business and commercial lawyers are experts in choosing an appropriate commercial vehicle to establish a business, preparing agreements between the parties within a business venture, advising on franchises and business financing as well as compliance. We act for commercial landlords as well as tenants in leasing matters.
Buying a Business
Prior to submitting an offer to purchase a business, it is important to get advice from a lawyer experienced in this area, to ensure your best interests are considered at all times.
At ARL Lawyers, whether you are looking to purchase a new business or sell your existing business, your lawyer will advise you of any special conditions that should be included in an Agreement for Sale and Purchase of a business and give you advice about the process, specific to your circumstances.
After a discussion about your personal circumstances and goals, we can assist you with advice on the appropriate vehicle to use for purchasing your business. This may be purchasing it as a sole trader, a partnership, a company, or trading trust. We will work closely with your accountant to protect your interests at all times.
When you have been in business a while, it is important to consider your future. Succession planning is a key ingredient in the management of a business. Follow the link Succession Planning for more detailed information on how we can help you in this next stage of your business.
For more detailed information on buying and selling a business, download a PDF:
Joint Venture / Shareholders Agreement
A Joint Venture Agreement or Shareholders’ Agreement records the intentions of the parties involved in a business venture. While it is best for these intentions to be documented from the start in order to avoid surprises about conflicting ideas later, an agreement can be prepared at any time.
We will talk with you about the business enterprise and will then tailor an agreement to meet your requirements and the requirements of the business.
We will also identify any issues relating to the commercial venture and will advise you on how to address these in the agreement.
The Joint Venture or Shareholders’ Agreement will ensure that the rights and obligations of all parties involved are clear from the outset. It can do so by providing for the establishment and conduct of the joint venture or company, the terms of the joint venture, the operation of the agreement and company structure, major activities, transfer of shares, funding, dividends, and call and put options.
A franchise is an authorisation granted by a company to an individual or group, enabling them to carry out specified commercial activities.
If you are looking to buy or sell a franchise, you will need to take advice relating to the transaction and the required documentation. This is necessary to protect your interests as the franchisor or franchisee.
We can negotiate finance offers for you when you are entering into business ventures.
Once we receive the loan documentation for commercial transactions, we will ensure that the intentions of the parties are expressed in the loan documentation and are reasonable in the circumstances.
We will negotiate with the lender to amend any documentation which is not reasonable, or where the lender’s requirements cannot be satisfied. We will also determine if any of the parties involved in the transaction should obtain independent legal advice should their position be different from the other parties.
When purchasing or running a business it’s important that you are meeting your legal obligations; whether it holding a liquor licence when running a restaurant or having resource consent for earthworks needed for your business premises, through to ensuring that you are complying with your obligations under the Companies Act.
Our lawyers are experts in compliance matters and can help you to identify any issues or requirements that you will need to satisfy before you commit yourself to buying a business, or which may come up in the course of operating it.
We will advise you on whether any compliance issues need to be conditions of a contract to purchase a business. We can provide practical assistance when dealing with local authorities and regulatory organisations.
Covid-19 and Commercial Leases
On 25 March 2020, New Zealand was placed under a Level 4 Alert lockdown for COVID-19. As a result, many commercial tenants have been unable to access their premises.
This raises the following question: Should tenants continue to pay rent if they are unable to access their premises?
If the lease is recorded on the Sixth Edition of the Auckland District Law Society (ADLS) form of lease, then a “no access” clause may apply. This “no access’ clause provides for a reduction in rent where there is an emergency (including an epidemic), and the Tenant cannot access the premises to fully conduct the Tenant’s business from the premises.
An inability to access the premises doesn’t automatically equal a 100% reduction in rent and outgoings during the lockdown period. Rather, the possibility of a rent reduction will depend on every situation’s own merits. In every case, it is essential that tenants and landlords work collaboratively during this period to ensure they come off it commercially viable.
If your business is unable to access its premises, or if you are a Landlord who has been approached concerning your tenant’s inability to access its premises, then please contact us. Our property team experts will give you specific, expert legal advice on how the law applies and will provide you with pragmatic steps moving forward.
We can advise you about commercial leases, either as landlord or tenant. We can negotiate terms and prepare the formal lease documentation.
Where you are presented with a prepared lease or an agreement to lease, we will advise you of the terms and conditions of the document. In particular, we point out any unduly harsh requirements or amendments that should be made to better protect you.
We will ensure that if you or your tenant is purchasing an existing business subject to an existing lease, the lease is assigned appropriately.
For more detailed information on commercial leases, download a PDF:
- Commercial Leases (PDF)