Ten Melbourne firms for business owners, with what each one suits and the rules on structures, contracts, retail leases, franchising, business sales and disputes.
Google ratings checked 1 November 2026 · Updated 24 October 2026
Meetings can be booked through the firm's website. The firm says it promises no surprises or hidden fees. Fee structure not published.
Office
Level 7, 600 Bourke St, Melbourne VIC 3000
Full profile: lawyers, services and sources
About the firm
Macpherson Kelley started in 1905 when Jeffrey Macpherson set up practice among the manufacturers of Melbourne's south east. It is now a national commercial firm of about 300 people, run by a board, with its Victorian base on Bourke Street and a second office in Dandenong. The firm says it handles around 10,000 matters a year. Its Melbourne commercial principals work on business sales, restructures, shareholder agreements and M&A, with industry depth in accountancy practices, motor dealers and manufacturing. It suits established and growing businesses. Meetings can be booked online.
Founded in 1905
Also worth knowing
Principal James McLaughlin advises on business sales, shareholder agreements, governance and loan and security documents.
Lawyers
Commercial principals at the Melbourne office. The firm lists more Melbourne lawyers on its site.
Free, no obligation evaluation, and a free initial discussion for employment matters, according to the firm. Fees not published.
Office
Suite 1204, 401 Docklands Dr, Docklands VIC 3008
Full profile: lawyers, services and sources
About the firm
Cogent Legal is an incorporated legal practice founded and led by principal solicitor Murphy Hawkins, with partner Glenn Hindmarsh and two associate solicitors. It works from Docklands and a head office in Cheltenham. On the business side it drafts sale of business contracts, shareholder and partnership agreements, loan agreements and business to business contracts, handles commercial and retail leases and franchising, and acts in commercial litigation. It even offers company secretary services. It suits small businesses wanting one firm for contracts and disputes. The firm offers a free, no obligation evaluation.
Also worth knowing
The firm lists membership of the Law Institute of Victoria and the Victorian Chamber of Commerce and Industry.
Not stated on the site. Contact the firm to discuss terms.
Full profile: lawyers, services and sources
About the firm
Danaher Moulton is a boutique firm that says it works in small teams with a partner on every matter, and many of its lawyers came from Australia's largest firms. Its corporate team is chaired by Stephen Moulton, who has more than 30 years in M&A and corporate advisory work, with partner Kirk Bustin and special counsel Edward Smith. Alongside M&A and capital raising it handles general commercial work, business sales, shareholder agreements and outsourced general counsel. It suits private companies and family businesses wanting big firm experience at boutique scale.
Also worth knowing
Associate Christine Li covers business sales, franchising and shareholder agreements and speaks Mandarin.
Lawyers
Stephen Moulton, Chairman, Corporate
Kirk Bustin, Partner, Corporate
Edward Smith, Special Counsel, Corporate
Christine Li, Associate, Commercial and Banking
Matthew Burge, Lawyer, Corporate, Commercial and Property
Not stated on the site. Contact the firm to discuss terms.
Office
Level 11, 360 Elizabeth Street, Melbourne VIC 3000
Full profile: lawyers, services and sources
About the firm
Rigby Cooke is a Melbourne commercial firm that traces its origins to the 1840s, with one office on Elizabeth Street. Managing partner Bill Karvela leads a firm whose corporate and commercial group sits beside property, tax, insolvency, workplace relations and customs and trade teams. Partner Michael Gough runs its hotels group and the firm has a strong line in international and cross border business. Clients range from mid market and listed companies to private clients. It suits businesses that want one Melbourne firm across deals, property and tax. Consultation terms are not published.
Origins in the 1840s, according to the firm
Also worth knowing
Partner Michael Gough leads the hotels group and is recommended in Doyle's 2026 Victorian property guide, according to his firm profile.
Lawyers
Other partners named on the site include Ian Rosenfeld, Rhodie Anderson and Steven Apostolou.
Bill Karvela, Managing Partner
Michael Gough, Partner, Corporate and Commercial and Property; lead partner, Hotels
Viviane Karoumbalis, Partner, Corporate and Commercial
Mark Gomez, Associate, Property (commercial property and leasing)
Areas of business & commercial law handled
Corporate and commercial advice
Mergers and acquisitions
Business and hotel sales
Commercial and retail leasing
Insolvency and reconstruction
Intellectual property
Tax
Workplace relations
Customs and trade
Privacy and data protection
International business
Office
Level 11, 360 Elizabeth Street, Melbourne VIC 3000
Free consultation to discuss your concerns, according to the firm. Fees not published.
Office
240 Chapel Street, Prahran VIC 3181
Full profile: lawyers, services and sources
About the firm
Sanicki Lawyers was founded by Darren Sanicki in March 2009 and calls itself a boutique commercial firm. It is best known for entertainment work, acting for TV talent show contestants and musicians, but its business practice covers shareholder and partnership agreements, business sales, leases, franchising and liquor licences. The firm says Peter Haug is an Accredited Business Law Specialist. Clients include hospitality, retail, health and creative businesses. It suits small and medium businesses, especially in hospitality and the creative industries. The firm offers a free consultation.
Founded in 2009
Also worth knowing
The firm says it is a regular panel lawyer for the Arts Law Centre of Australia and won the centre's pro bono award in 2013.
Lawyers
The firm's About page also profiles Ariel Wang, Hannah Kelaart, Jonathan Xian, Talia Le Couteur Scott and Kelly Ho.
Darren Sanicki, Founder
Peter Haug, Lawyer, business law Accredited business law specialist
Paul O'Gorman, Lawyer
Moira McKenzie, Lawyer
Areas of business & commercial law handled
Shareholder and unitholder agreements
Partnership agreements and joint ventures
Buying and selling a business
Commercial and retail leases
Franchising and the Franchising Code
Liquor licences and planning permits
Contract review and negotiation
Standard form contracts and unfair terms
Trade marks and IP licensing
Business dispute resolution
Office
240 Chapel Street, Prahran VIC 3181
Other details
Other offices
Brisbane
Languages
Cantonese and Mandarin (Ariel Wang); Cantonese, Mandarin and Japanese (Jonathan Xian)
Confidential initial consultation, booked online or by phone, by appointment only. Fees not published.
Office
Levels 3 and 5, 552 Lonsdale Street, Melbourne VIC 3000
Full profile: lawyers, services and sources
About the firm
Pentana Stanton is a Lonsdale Street firm with a commercial and disputes team led by partner and principal solicitor Jesse LaGreca, alongside a family and estates side. The commercial group is large for a firm this size, with three special counsel and a string of solicitors. Its business work runs from contracts, shareholder agreements and business sales to insolvency, debt recovery and urgent injunctions. Litigation is a clear strength. It suits businesses in a dispute with a partner, shareholder or supplier. Initial consultations are confidential and booked by appointment.
Also worth knowing
The commercial page covers SMSF disputes, defamation and urgent injunctions as well as contracts and sales.
Lawyers
Jesse LaGreca, Partner and Principal Solicitor
David Sewell, Special Counsel, commercial law and IP
Michael Jacobs, Special Counsel, commercial litigation and insolvency
Peter Wood, Special Counsel, commercial litigation
Adam Lopez, Senior Associate, commercial law and litigation
Ariane Ang, Solicitor, commercial law
Tianzhen (Summer) Xia, Solicitor, commercial law
Keerththana McVilly, Solicitor, commercial law
Joanna Layton, Solicitor, commercial law
Areas of business & commercial law handled
Contract drafting and review
Shareholder agreements
Business sales and acquisitions
Corporate structuring and governance
Commercial leases
Franchise law
Shareholder, director and partnership disputes
Insolvency, restructuring and debt recovery
Urgent injunctions
Intellectual property and trade marks
Commercial litigation
Office
Levels 3 and 5, 552 Lonsdale Street, Melbourne VIC 3000
A 30 minute session can be booked online. The firm says it gives a written scope of work and costing before work starts.
Office
Level 30, 35 Collins Street, Melbourne VIC 3000
Full profile: lawyers, services and sources
About the firm
Taurus Legal Management was founded by Alex Martin, a commercial litigator and former chief executive of a litigation funder. The firm says commercial law is its foundation and that it has resolved more than 6,500 disputes for business owners. Partner Angelo Mazzone leads the corporate and commercial side, covering terms and conditions, shareholder agreements, structuring and business sales. It also acts for Master Builders Victoria. It suits business owners who want a long term adviser for both deals and disputes. A 30 minute session can be booked online.
Also worth knowing
It lists Australasian Lawyer recognition as a 2025 Top Specialist Firm and a Fast Firm in 2023 and 2024.
Lawyers
Alex Martin, Founder, Partner and Director, commercial litigation
Angelo Mazzone, Partner, corporate and commercial
Matt Collins, Partner, commercial litigation
Luke Marin, Lawyer, corporate and commercial and litigation
Initial consultation offered, with after hours appointments and home visits available, according to the firm. Fees not published.
Office
Level 5, 53 Queen Street, Melbourne VIC 3000
Full profile: lawyers, services and sources
About the firm
Eales & Mackenzie says its practice dates to 1882, and senior partner Richard Mackenzie took it over in 1973. Partner Dean Jones, who holds a master's in commercial law and is a trained mediator, handles shareholder, director and partnership disputes. The firm works from Queen Street in the CBD and Buckley Street in Essendon. Its business work covers structures, franchising, business sales, leases, debt recovery and succession, with Mandarin speaking help available. It suits family businesses and owners planning a sale or handover. The firm offers after hours appointments.
Founded in 1882, according to the firm
Also worth knowing
It offers Mandarin speaking services, according to the firm.
Not stated. Enquiries go through a contact form with secure document upload; retainer based advisory is available.
Office
11 Literary Way, Williamstown VIC 3016
Full profile: lawyers, services and sources
About the firm
SLB Legal is a small commercial practice in Williamstown founded by Sarah Burke, who has more than 10 years advising business owners. It does business work only: contracts, sale and purchase of businesses, company and shareholder matters, commercial and retail leasing, privacy, and IT and technology contracts. It also offers outsourced or fractional legal support on retainer for businesses without in house counsel. It suits small and medium businesses in Melbourne's west that want a direct line to the principal. Consultation terms are not published.
Also worth knowing
Its services include privacy and data and IT and technology contracts.
Not stated on the site. Contact the firm to discuss terms.
Office
Level 21, 570 Bourke St, Melbourne VIC 3000
Full profile: lawyers, services and sources
About the firm
Marshalls+Dent+Wilmoth is a CBD firm on Bourke Street with offices in Williamstown, Mornington, Benalla and Mansfield. Six principals work from the Melbourne office, including Mark Wollan, whose practice covers corporate and commercial work and property. The firm acts for public and private companies, small to medium enterprises and high net worth individuals. Its business work includes commercial leasing, franchising, joint ventures, shareholder agreements, start ups and e-commerce. It suits SMEs that also want property, wills or family advice from the same firm. Consultation terms are not published.
Also worth knowing
It has offices in Williamstown, Mornington, Benalla and Mansfield as well as the CBD.
Lawyers
Mark Wollan, Principal, corporate and commercial, property
Firm details come from each firm's own website. Google ratings are shown as published on Google and don't set the order. Spotted something out of date? Tell us.
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How we compiled this list
We include firms with a Melbourne office whose own websites show real business and commercial work for owners, such as contracts, leases, business sales, franchising and shareholder agreements. For each firm we read its website in October 2026 and wrote the description ourselves. We only name an accredited specialist where the firm's site says so, and we say that the claim is the firm's. Some firms here mainly act for larger or mid market businesses, and we say so in the write-up. Free consultations and fee terms are as the firm describes them, so confirm them when you call. We show Google ratings with the date we checked them.
Some firms pay for a featured listing, which affects where they appear on this page. Payment doesn't buy the write-up. We write those ourselves, and firms don't get to edit them. If something here is out of date, let us know. There's more detail on how we rank law firms.
This page is general information, not legal advice. Rules are as published by ASIC, the ACCC, business.gov.au, Business Victoria, the Victorian Small Business Commission, Consumer Affairs Victoria, VCAT, the Victorian courts and the Victorian Legal Services Board and Commissioner in October 2026. VSBC mediation fees are as at May 2026, and court and tribunal fees as at 1 July 2026.
Choosing a business structure
The structure you trade through decides who carries the debts, how the business is taxed and how much paperwork you take on. Plenty of owners start as a sole trader and move to a company as the business grows. If you're thinking of switching, talk to your accountant and lawyer together, because the tax and legal sides are tied up with each other.
Structure
Who is liable
Worth knowing
Sole trader
You are personally responsible for all the business's debts and losses, and all your personal assets are at risk
You lodge tax under your own tax file number and pay tax on all business income. You can't split profits with family members. Keep financial records for at least 5 years
Partnership
In a general partnership, each partner has unlimited liability for the partnership's debts. A limited partner's liability is limited to what they put in
Needs its own ABN and tax file number. A partnership agreement isn't required but is recommended. A limited partnership needs at least one general partner and must be registered with the state government
Company
A separate legal entity that can take on debt, sue and be sued. A shareholder's only financial obligation is to pay any amount unpaid on their shares
Higher set up and running costs. Each director needs a director ID before the company is registered. ASIC must be told of key changes within 28 days, and there's an annual review, a fee and a yearly solvency declaration by the directors
Trust
A trustee runs the business for the beneficiaries and decides how profits are shared. Using a company as trustee gives some asset protection
Needs a formal trust deed. Trusts can be expensive to set up and run, and hard to change or wind up
Whatever the structure, you must register for GST once annual turnover reaches $75,000, or $150,000 for a non profit.
Directors' duties. ASIC says directors must act with care and diligence, act in good faith in the company's best interests, and not misuse their position or company information. You have to stay informed about the finances yourself. You can't hand that job to your accountant or bookkeeper. If a company takes on debts when a director knew, or should have known, it was insolvent, a liquidator can seek compensation from that director personally, and ASIC can take civil or criminal action or seek a ban. Safe harbour rules may protect directors who take early steps toward a genuine plan to turn things around, but only if core duties such as keeping records, paying employee entitlements and tax reporting are kept up. ASIC suggests keeping receipts, invoices and key documents for at least seven years.
Contracts, unfair contract terms and your consumer law duties
Most small business contracts are standard form: one side writes them and the other takes it or leaves it. The law presumes a contract is standard form, and the business that prepared it has to prove otherwise. A contract can still be standard form if the other side could make minor changes or pick from preset options.
Who is protected: from 9 November 2023, a small business is covered if it has fewer than 100 employees or annual turnover under $10 million in the previous income year. Under the Australian Consumer Law there's no longer any limit on the contract's value. Financial services contracts fall under a separate regime, which applies where the upfront price is $5 million or less
What makes a term unfair: it causes a significant imbalance between the parties, isn't reasonably necessary to protect the legitimate interests of the business it favours, and would cause financial or other harm if relied on. How clearly it's written counts. The ACCC's examples include one sided rights to end the contract, change its terms, avoid responsibility or penalise the other side
What isn't covered: terms setting the upfront price, terms defining the main subject matter, terms specifically required or permitted by another law, company constitutions and some shipping contracts
Penalties: since 9 November 2023, proposing, using or relying on an unfair term in a standard form contract is illegal, and each unfair term is a separate breach. The ACCC says the maximum for a company is the greatest of $50 million, three times the benefit gained, or 30% of adjusted turnover during the breach period if the benefit can't be worked out. For an individual it's $2.5 million. The new rules apply to contracts made or renewed on or after that date, and to terms added or changed from then
Only a court can make the final call on whether a term is unfair. If it is, the term is void and the rest of the contract carries on if it can work without it.
Your consumer law duties. If you sell to customers, the consumer guarantees apply on top of any refund policy you have. Products must be of acceptable quality, safe, fit for purpose and match their description. Services must be provided with due care and skill, and within a reasonable time if no time was agreed. For a major problem the customer chooses a refund or replacement. For a minor one you can offer a free repair instead. You don't have to give a remedy for a change of mind. You must give a receipt for any sale over $75, or whenever a customer asks, and your advertising, pricing and claims must be accurate. Telling a customer they need an extended warranty to get a remedy is misleading.
The guarantees can protect your business too. The ACCC says a business is a consumer when it buys goods or services costing less than $100,000 including GST, or of a kind commonly bought for personal or household use, unless it's buying them to resell or to use in manufacturing.
Retail leases and the Victorian Small Business Commission
Victoria's Retail Leases Act 2003 covers premises used wholly or mainly for the retail sale or hire of goods or the retail provision of services. The regulations also set a maximum for occupancy costs, so a very large lease may fall outside the Act. It generally won't cover premises that aren't used mainly for retail, such as a pure wholesale, manufacturing or storage operation. It also doesn't cover tenants that are listed companies or their subsidiaries, leases shorter than one year unless renewals keep you in possession for a year or more, or premises the Minister has excluded.
Before you sign: the landlord must give you the Victorian Small Business Commission's Retail Leases Information Brochure as soon as negotiations start, and the disclosure statement and proposed lease at least 14 days before the lease is entered into. If they arrive late, the lease is treated as starting 14 days after you get them
Missing or wrong disclosure: if you never get a disclosure statement, you may be able to withhold rent, after telling the landlord, until it's provided. If the statement is misleading, false or materially incomplete, you can seek to end the lease
Lease term: you're entitled to a lease of at least 5 years, including options. You can ask for a shorter term, and the VSBC can issue a certificate that you've waived the 5 year minimum
Costs you can't be charged: outgoings can only be passed on if the lease lists them, and capital costs and land tax can't be passed on at all. The landlord can't charge you for preparing the lease or disclosure statement
Bond: a security deposit must be held in an interest bearing account and returned within 30 days of the lease ending if you've met your obligations
Rent reviews and options: the lease must say when and how rent is reviewed. A market rent review clause can't stop rent going down, but this doesn't apply to fixed percentage, CPI or fixed amount increases. The landlord must remind you of a renewal option no later than 3 months before it expires, or the window is extended
Lease disputes go to the VSBC first. Retail lease disputes generally have to go to the Victorian Small Business Commission before VCAT can hear them. VCAT can take the case once the VSBC certifies that mediation hasn't resolved it, or won't. Claims only about recovering unpaid rent, applications for an injunction, and applications to enforce a settlement reached at the VSBC can go straight to VCAT without a VSBC certificate. If you refuse or walk out of VSBC mediation, VCAT can order you to pay costs. A lease case at VCAT runs in the Building and Property List, where each side generally pays its own costs.
If you fall behind and the landlord ends the lease, the VSBC warns you may owe rent to the end of the term and the landlord's costs of finding a new tenant. Get advice before you stop paying or hand back the keys.
Franchising, and buying or selling a business
Franchising is regulated by the Franchising Code of Conduct, a mandatory industry code under the Competition and Consumer Act 2010. A new code took effect on 1 April 2025, and more of its rules became mandatory on 1 November 2025. Agreements entered into, transferred, renewed or extended before 1 April 2025 don't need to be updated.
Time to read: the code gives you at least 14 days to read the franchise agreement, disclosure document and lease information. The agreement must be in its final form, apart from limited minor changes
Cooling off: you can end a new agreement in writing within 14 days of entering it. The franchisor must refund your money within 14 days of being told, keeping only reasonable expenses set out in the agreement. You can only opt out of cooling off if you have, or recently had, a substantially similar agreement with the same franchisor
Newer protections: from 1 November 2025 the code covers disclosure and discussion of significant capital expenditure, rules for specific purpose funds and a reasonable opportunity to earn a return on your investment. For agreements entered into, transferred, renewed or extended from that date, the agreement must provide compensation if the franchisor ends it early by withdrawing from Australia, rationalising its network or changing its distribution model
Disputes: start with the internal procedure. If you can't agree within 3 weeks, either side can refer the dispute to mediation or conciliation, and both must then attend and try to resolve it. The federal Small Business Ombudsman has franchise mediators in each state. Arbitration only happens if both sides agree
You can look a franchisor up on the free Franchise Disclosure Register at franchisedisclosure.gov.au. The ACCC says franchise agreements are likely to be covered by the unfair contract terms laws.
Buying or selling a business. The seller must give the buyer the contract of sale, a copy of the lease and a vendor statement. Where the goodwill, plant, equipment and fittings of a small business sell for $450,000 or less in total (not counting a liquor licence), the seller must give a vendor statement in the form prescribed under the Estate Agents Act 1980 before the buyer signs or pays a deposit. It's usually prepared by the seller with their accountant, and sets out the last two financial years and the current year to the latest quarter, with a due diligence guide for buyers. If it isn't given, or is incomplete or inaccurate, the buyer may be able to avoid the contract, but generally only within three months of signing and before taking possession. There's no mandatory cooling off period for a business sale. Standard contracts often include a cooling off condition, which the parties can agree to, change or remove.
Business Victoria suggests buyers get an accountant's appraisal, work in the business before signing or settlement, have a lawyer review the contract, consider staged payments, check the business name on ASIC's business name register, and check trade marks and other IP with IP Australia. Ask about a performance clause, a warranty that the seller's statements are true, a restraint of trade and the transfer of key contracts. If the business runs from a retail lease, the landlord can only refuse consent to an assignment in limited circumstances. After settlement, transfer the business name, permits, licences and registrations.
Getting paid and business disputes
Business Victoria's order for chasing an overdue invoice is a friendly reminder, an overdue reminder, a final notice, direct contact and then a letter of demand, with a debt collector as a last resort. It has free reminder and letter of demand templates. If the deal was verbal, you'll need evidence such as emails or texts. Be careful who you hire to collect: if a debt collector breaks consumer protection laws, your business can face criminal penalties too.
Where to go
What it handles
Cost
Victorian Small Business Commission
Retail lease disputes and other business to business disputes, including franchises, non retail leases, business sales, IP, licences, supply chains, partnerships and shareholders. It can help recover money from business customers. There's no minimum or maximum amount, and at least one party must be in Victoria
Preliminary help from a Dispute Resolution Officer is free. Mediation is $300 per party for a half day or $600 for a full day, including GST
Australian Small Business and Family Enterprise Ombudsman
Disputes between small or family businesses and other businesses or Commonwealth agencies, and mediation under the franchising and other industry codes. Its dispute support tool may refer you to a state body
Describes its help as low cost
VCAT Civil Claims List
Goods and services disputes, including breach of contract, unpaid money, unfair contracts and misleading conduct
From 1 July 2026, $67.40 for a claim of $15,000 or less for individuals and smaller businesses, or $202.10 corporate. Larger claims cost $222.80, or $673.50 corporate
Magistrates' Court
Debts and other money claims up to $100,000
Corporate filing fees from 1 July 2026 run from $352.30 for a claim up to $1,000 to $1,678.60 for $40,000 and over. Businesses with turnover under $200,000 pay the lower standard fee
County Court and Supreme Court
Larger claims. Most Supreme Court civil cases run in its Commercial Court or Common Law Division
Higher fees, and the losing side may have to pay some or all of the other side's costs
VSBC mediation fees are as at May 2026 and may change. Late cancellation, not turning up, or attending without full authority to settle can cost $900 for a half day or $1,350 for a full day.
What the VSBC can and can't do: mediation is held online by video with an accredited mediator, and signed terms of settlement can be enforced in court. The VSBC can't give legal advice, make rulings or enforce agreements. In 2024 to 25 it says 33% of disputes were resolved at the preliminary stage and 69% of its mediations were successful. It doesn't handle consumer disputes, which go to Consumer Affairs Victoria
Lawyers at VCAT: for a goods and services claim under $15,000 you generally can't have a lawyer represent you, and each side usually pays its own costs even if it wins
Time limits: a contract or debt claim generally has to be started within 6 years of when the cause of action accrued. A claim on a deed has 15 years, and a judgment can be enforced for 15 years
After you win: the court won't chase the money for you. You apply for enforcement, such as a summons for oral examination, a warrant to seize property or an attachment of a debt like a bank account, and enforcement fees can be added to the debt
Choosing a business lawyer, and free or low cost help
Pick a lawyer who does your kind of work every week. A firm that mainly handles big company deals may not be the best fit for a cafe lease, and a small practice may not have the people for a contested shareholder fight. Ask who will actually do the work, whether they'll quote a fixed fee for a defined job such as a lease review or shareholder agreement, and how they'll charge if a deal turns into a dispute. If you need advice often, ask about a retainer or part time in house counsel.
Costs in writing: if legal costs are likely to be more than $750, a lawyer must tell you in writing how they'll charge and give an estimate. The rule doesn't apply to commercial or government clients, and some businesses fall into that group, so ask for a written estimate anyway. You can negotiate the costs agreement and ask for an itemised bill
Disputing a bill: contact the Victorian Legal Services Board and Commissioner within 30 days for an itemised bill, or 60 days for a lump sum bill, from when it's payable
Accredited specialists: the Law Institute of Victoria's directory lists accredited specialists. Accreditation isn't required to practise, so plenty of capable business lawyers don't hold it
Victorian Small Business Commission: 1800 878 964. Free preliminary help and low cost mediation for business disputes, but no legal advice
Business Victoria: 13 22 15, with guides and free templates such as a letter of demand
Australian Small Business and Family Enterprise Ombudsman: 1300 650 460. Dispute support for small and family businesses, including franchise mediation
Consumer Affairs Victoria: for disputes with consumers, which the VSBC can't help with
Law Institute of Victoria: its Find Your Lawyer Referral Service can refer you to a firm that offers a free 30 minute consultation
Justice Connect: free legal advice for eligible small business owners and primary producers hit by disasters such as floods and bushfires
Melbourne business & commercial law: common questions
Do I need a lawyer to set up a company?
No. You can register a company with ASIC yourself. You'll need a name (or the company's ACN becomes its name), a registered office and principal place of business, replaceable rules or a constitution, the share structure, member details and signed consents, and each director needs a director ID first. A lawyer is most useful for the constitution and a shareholder agreement, which set out what happens when owners disagree or want to leave.
Does the unfair contract terms law protect my business?
It does if your business has fewer than 100 employees or annual turnover under $10 million, and the contract is a standard form contract made or renewed on or after 9 November 2023. Since then unfair terms in those contracts are illegal and attract penalties. A court decides whether a term is unfair, and if it is, the term is void.
Does the Retail Leases Act cover my shop or office lease?
It covers premises used wholly or mainly for the retail sale or hire of goods or the retail provision of services, up to a maximum occupancy cost set by regulation. A pure wholesale, manufacturing or storage operation generally isn't covered, and neither are tenants that are listed companies or their subsidiaries, leases under one year unless renewals keep you in possession for a year or more, or premises the Minister has excluded. The Victorian Small Business Commission can help you work out whether your lease is covered.
Do I have to go to the Victorian Small Business Commission before VCAT?
For a retail lease dispute, generally yes. VCAT can hear it once the VSBC certifies that mediation hasn't resolved it, or won't. Claims only about recovering unpaid rent, applications for an injunction, and applications to enforce a settlement reached at the VSBC can go straight to VCAT without a VSBC certificate. For other business disputes, using the VSBC is optional.
Can I get out of a franchise agreement after signing?
You can end a new franchise agreement in writing within 14 days of entering into it, and the franchisor must refund your money within 14 days, less reasonable expenses set out in the agreement. After that, ending early isn't an automatic right. A written request must get a response from the franchisor within 28 days.
What does a seller have to give the buyer of a Victorian business?
The contract of sale, a copy of the lease and a vendor statement. A statement in the prescribed form is required where the goodwill, plant, equipment and fittings sell for $450,000 or less in total (not counting a liquor licence), and it must be given before the buyer signs or pays a deposit. It covers the last two financial years and the current year to the latest quarter. If it isn't given, or is incomplete or inaccurate, the buyer may be able to avoid the contract, but generally only within three months of signing and before taking possession.
How long do I have to sue for an unpaid invoice?
Generally 6 years from when the cause of action accrued for a contract or debt claim, and 15 years for a deed. A VCAT goods and services claim generally has to be made within six years. When time starts to run can depend on the facts, so don't leave it late.
