Melbourne business lawyers
Plain-English legal advice for business owners and directors, from setting up to handing over.
Our business lawyers in Melbourne act for small to medium, privately owned and family businesses across Victoria.
Where is your business up to?
2001
Hendersons Legal established in Melbourne
30+ years
of experience for our principal, David Henderson
Across Victoria
by phone, email and e-signing
What’s happening in your business?
Pick the situation closest to yours and we’ll show the topics that usually come up.
Starting and structuring
Business structures and company law
Choosing a company, trust, partnership or sole trader set-up, and getting governance and directors’ duties right.
Most owner-run businesses trade as a sole trader, a partnership, a company or through a trust. Each carries different consequences for personal risk, control, tax and running costs. Your accountant leads on tax. We cover the legal side: setting up the entity and how decisions get made.
If you run a company, you also have directors’ duties under the Corporations Act 2001 (Cth). Directors must act with care and diligence (s 180), in good faith and for a proper purpose (s 181), and must not misuse their position or company information (ss 182 and 183). Dishonest breaches can be criminal (s 184). Directors can also face personal liability if a company trades while insolvent (s 588G).
Setting up or restructuring? Tell us what you are planning.
This is general information, not legal advice. Every business is different, so get in touch about yours.
Partnerships and joint ventures
Written agreements for co-owners and project partners, including trusts used to run a business.
In Victoria, a partnership is the relation between people carrying on a business in common with a view to profit (Partnership Act 1958 (Vic), s 5). Because that turns on how you actually operate, it pays to record in writing what you intend. The Act also sets default rules for partners who have not agreed otherwise, and they may not suit you.
A good partnership or joint venture agreement covers capital, profit sharing, decision-making, what happens when someone leaves, and how disputes get resolved. The same applies when a business runs through a trust, where the trust deed sets the rules.
We advise on partnerships, joint ventures and the trusts used to run family businesses. Tell us what you are planning.
This is general information, not legal advice. Every business is different, so get in touch about yours.
Shareholders and unitholders agreements
Agreements that set how owners decide, transfer shares or units, exit and resolve disagreements.
Running and trading
Commercial contracts and terms of trade
Drafting and reviewing customer, supplier and contractor contracts, and your standard terms of trade.
Commercial and retail leasing
Leases, renewals, rent reviews and assignments for tenants and landlords of shops, offices and industrial premises.
Australian Consumer Law and competition
Misleading conduct, advertising, pricing and product claims, plus competition rules for dealings with other businesses.
Selling, buying and succession
Selling a business
Preparing to sell, the broker’s offer, the contract, your lease and staff, through to settlement.
Business succession planning
Handing over to family, a key employee or a buyer, with shares, trusts and wills lined up.
Succession rarely comes down to one decision. You might hand the business to family, to a key employee or to an outside buyer, and each route needs the paperwork to line up. In August 2025, CA ANZ reported MYOB research showing that only 24% of the SME owners and operators surveyed had a succession plan in place for their exit.
The legal side usually involves several documents: the shareholdings, any trust deed, buy-sell arrangements between owners, and your will. If they were prepared at different times, they can pull in different directions. We look at them together, alongside your accountant and other advisers, before retirement, illness or death forces the question.
If you are thinking about stepping back, get in touch.
Source: MYOB research reported by CA ANZ, August 2025
This is general information, not legal advice. Every business is different, so get in touch about yours.
Disputes and investigations
Shareholder disputes
Deadlock, exits and disagreements between owners, from negotiation through to court.
Commercial disputes and litigation
Contract and business disputes, from negotiation and mediation through to hearings at VCAT and Victorian courts.
Debt collection and insolvency
Recovering what you are owed, responding to demands, and acting for creditors, directors or liquidators.
Regulatory investigations and corporate crime
Responding to regulator notices, examinations and investigations, and to allegations against a business or its officers.
Why owners choose our business lawyers in Melbourne
Principal-led
Your work is led by our principal, David Henderson, who has 30+ years’ experience.
Plain-English advice
We explain your options in everyday language, so you can make the call and move on.
Fees confirmed upfront
We confirm the scope and our fees in writing before we start.
Easy to work with
We work by phone, email and e-signing, and alongside your accountant and other advisers.
How it works
Send an enquiry
Use our online enquiry form or call us, and tell us briefly what is happening in your business.
We clarify your instructions
We confirm what you need and briefly review your documents.
You receive a costs agreement
We prepare a costs agreement and disclosure statement setting out the scope and our fees.
We start work
Once you accept, we get going and keep you updated.
For accountants and advisers
We work alongside your client’s accountant or adviser, and with your client’s agreement we keep you informed as the matter moves. If a client needs legal work on a structure, a sale, an agreement or a dispute, send them to our online enquiry form or ask them to call (03) 9629 2211.
Related practice areas
Contracts, policies, terminations and workplace disputes, mainly for employers.
Loans, mortgages, guarantees and security documents for lenders and borrowers.
Contracts, defects and disputes for builders, contractors and owners.
Farm transfers, leases, contracts and disputes for farmers and rural landowners.
Wills and powers of attorney, including planning where there is a family business.
Frequently asked questions
What does a business lawyer do for an owner-run business?
We handle the legal side of owning and running a business: setting it up, buying or selling it, contracts, leases, owner agreements and disputes. Our principal leads the work and we work alongside your accountant and other advisers. We work by phone, email and e-signing, so we can act for businesses across Victoria, not just in the city.
Which business structure suits a small or family business?
There is no single best structure. The main options are a sole trader, a partnership, a company and a trust, and they differ in who carries responsibility for debts, how decisions are made, how tax applies and what they cost to run. A company also brings directors’ duties under the Corporations Act. Get legal and accounting advice together before you choose, because it is easier to set up the right structure than to change it later.
Do we need a shareholders agreement?
A company is governed by its constitution or by the replaceable rules in the Corporations Act, according to ASIC. A shareholders agreement is a separate private agreement between the owners. It is where you can deal with an owner leaving, dying or disagreeing with the others. If you share ownership with family or partners, it is worth having one.
Is registering my business name enough to protect it?
No. Registering a business name does not give you exclusive rights to it, and it does not stop a trade mark owner from using the same name. A registered trade mark gives you exclusive rights to use the mark in Australia, and a registration lasts 10 years before it must be renewed. A domain name registration only gives you the domain.
Does Victoria follow the national WHS laws?
No. Victoria is the only Australian jurisdiction that has not adopted the model WHS laws, according to Safe Work Australia. Victorian businesses work under the Occupational Health and Safety Act 2004 (Vic), regulated by WorkSafe Victoria. If you also trade in other states, you may need to check both regimes.
When should we start planning for succession?
Well before you plan to step back. MYOB research reported by CA ANZ in August 2025 found that only 24% of the SME owners and operators surveyed had a succession plan in place for their exit. Whether you are handing over to family, a key employee or a buyer, your shareholdings, trusts, owner agreements and wills all need to fit together. Starting early gives you more options.
How much does a business lawyer cost?
It depends on the work, so we do not publish a price list. Before we start, we confirm the scope and our fees in writing, in a costs agreement and disclosure statement, so you know what to expect. Where possible, we offer fixed fees for work with a clear scope.
This is general information, not legal advice. Every business is different, so get in touch about yours.
Tell us what is happening in your business
Send an online enquiry or call (03) 9629 2211, and our Melbourne business lawyers will come back to you about next steps.