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Commercial Law

Practical Legal Advice for Your Business

Protecting Your Business Interests at Every Stage.

Whether you are buying or selling a business, negotiating a commercial lease, or putting the right contracts in place, sound legal advice protects your interests and keeps your business on track.

At Garg Lawyers, we provide practical, commercially focused legal advice to business owners.
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Our Commercial Law Services Include

Commercial Contracts

Drafting, reviewing, and negotiating supply agreements, service agreements, confidentiality agreements, and terms of trade tailored to your business needs.

Buying or Selling a Business

Acting for buyers and sellers through every stage of a business transaction, from reviewing the contract and conducting due diligence through to settlement.

Commercial and Retail Leasing

Advising landlords and tenants on commercial and retail shop leases, including lease negotiations, renewals, and assignments under the Retail Shop Leases Act 1994 (Qld).

Partnership and Joint Venture Agreements

Documenting business arrangements clearly so all parties understand their rights, obligations, and exit options from day one.

Debt Recovery

Assisting businesses to recover outstanding debts through formal demand and negotiation.

General Commercial Advice

Practical legal guidance on day-to-day business decisions, contractual obligations, and risk management.

Why Choose Garg Lawyers for Commercial Law

  • Commercially focused advice tailored to your business
  • Clear communication and practical solutions
  • Accessible and responsive service
  • English, Hindi, and Punjabi spoken

Before you sign anything or commit to a deal, speak to Garg Lawyers. We’ll make sure you’re protected.

Buying a Business in Queensland: What You Need to Know Before You Sign

Buying a business is one of the most significant financial decisions you will make. Done properly, it sets you up for success. Done without the right advice, it can leave you exposed to problems that existed long before you arrived.

Assets or Shares — The Structure Matters

Most small business purchases are structured as asset sales. In an asset sale, you buy the things that make the business run — equipment, stock, goodwill, client relationships, and the business name. The seller keeps the company entity and its history.

In a share sale, you buy the company itself, which means you inherit its liabilities, tax history, and any prior disputes. Share sales require more thorough due diligence as a result. Which structure suits you depends on your circumstances and should be worked through with your lawyer and accountant before you agree to anything.

Due Diligence: Do Not Skip It

Due diligence is how you verify what the seller is telling you. For a business purchase, this typically means reviewing:

  • Financial records: profit and loss statements and tax returns for at least two to three years.
  • Existing contracts: supplier agreements, customer agreements, and employment contracts.
  • The lease: whether it is assignable, on what terms, and how much term remains.
  • Licences, permits, and registrations required to operate
  • Any outstanding debts, claims, or disputes

A business can look profitable on paper but carry significant undisclosed liabilities. Due diligence is your opportunity to find them before completion.

Key Contract Provisions to Understand

  • Restraint of trade — does the seller agree not to compete nearby for a set period? A poorly drafted restraint may be unenforceable.
  • Conditions precedent — steps that must be completed before settlement, such as lease assignment consent or licence transfer.
  • Settlement adjustments — provisions that adjust the purchase price to reflect stock levels, prepaid expenses, and other items at the actual settlement date.
  • Employee entitlements — if you are taking on staff, the contract should address how accrued entitlements are treated.

The Lease Assignment

If the business operates from leased premises, landlord consent to assign the lease is almost always a critical condition of sale. Landlords are entitled to assess the incoming tenant’s financial position before consenting, and this process takes time. Factor it into your timeline. Also check the remaining lease term and any options to renew — it significantly affects the value of what you are buying.

This article is general information only and does not constitute legal advice. For advice specific to your circumstances, please contact Garg Lawyers.

The cost of getting the contract and due diligence right is a fraction of what it costs to unwind a transaction that has gone wrong.

Garg Lawyers acts for buyers and sellers in business transactions across Queensland. Call 0431 822 406 or email info@garglawyers.com.au

Three Things Every Queensland Retail Tenant Should Know Before Signing a Lease

A retail shop lease is one of the most significant financial commitments a small business makes. Queensland law gives retail tenants specific protections that most people simply do not know exist. Here are three of the most important ones.

Your Landlord Must Give You a Disclosure Statement First

Under the Retail Shop Leases Act 1994 (Qld), a landlord must give you a formal Disclosure Statement at least seven days before you enter into a retail shop lease. This document must set out the key commercial terms including rent, outgoings, permitted use, and any incentives.

Practical tip: Always cross-check the Disclosure Statement against the draft lease. Inconsistencies between the two are common and can cause real problems later.

Queensland law prohibits landlords from recovering certain costs from retail tenants, regardless of what the lease says:
  • Land tax — a landlord’s land tax cannot be passed on to you as an outgoing in a retail shop lease. This differs from ordinary commercial leases where land tax recovery is common. Any lease clause purporting to do so is void.
  • Lease preparation costs — the landlord’s own legal costs in preparing the lease must be borne by the landlord, not passed on to you.
  • Key money — a landlord cannot require you to pay a non-refundable amount as a condition of being granted, renewing, or extending the lease.
If you are being asked to pay any of these amounts, raise it with your lawyer before signing. A clause requiring these payments is void under the Act.
Queensland law prohibits “ratchet” rent provisions in retail shop leases for most tenants. A ratchet provision locks in a rent increase even where a market review shows the market rent has actually gone down. For most small business tenants, if the market has moved in your favour at rent review, your rent must reflect that.

Queensland’s retail tenancy laws give you real protections, but they only work if you know about them and have your lease reviewed before you commit.

Garg Lawyers advises landlords and tenants on commercial and retail shop leases. Call 0431 822 406 or email info@garglawyers.com.au
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