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Commercial Law FAQs

Find clear answers to complex Commercial Law questions in Queensland. Our Southport solicitors explain make-good clauses, retail shop lease protections, rent reviews, outgoings, and business contract essentials for Gold Coast business owners.

Important Legal Disclaimer

The information provided on this page is general legal information only and is not specific legal advice tailored to your individual circumstances. Laws change regularly and every situation is unique.

We strongly advise you to contact us to discuss your specific situation before proceeding with any action based on the information provided here.

Civil Law

What is the difference between civil and criminal law in Queensland?
Criminal law involves the state prosecuting a person for an offence to punish them. Civil law involves disputes between individuals or businesses, usually seeking compensation or a specific action. The ‘burden of proof’ in criminal law is ‘beyond reasonable doubt’, whereas in civil law it is the lower ‘balance of probabilities’.
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What is the time limit (Statute of Limitations) for civil claims in Queensland?
In Queensland, the time limit for most commercial or contractual disputes is 6 years from the date the breach occurred. For personal injury claims, the limit is much shorter, typically 3 years. These limits are defined by the Limitation of Actions Act 1974 (Qld). Missing these deadlines usually means you lose your right to sue entirely.
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Compliance

What are directors' duties under the Corporations Act?
Under the Corporations Act 2001 (Cth), directors have strict fiduciary duties. You must act in good faith in the best interests of the company, exercise care and diligence, avoid conflicts of interest, and prevent the company from trading while insolvent. Breaches can lead to personal liability for debts, civil penalties, disqualification, or even jail.
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Leasing

Can I get out of a commercial lease early in Queensland?
Under a standard commercial lease, you generally have no automatic right to terminate early just because business is slow. Walking away is a breach of contract that leaves you liable for rent until the lease ends. However, you can negotiate an ‘Assignment’ (transferring the lease to a new tenant) or a ‘Surrender’ (paying a break fee to release you).
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What is a make-good clause in a commercial lease?
A make-good clause requires the tenant to restore the premises to its original condition or base building specification at the end of the lease. This can be one of the most expensive hidden costs of a business exit, so negotiating the scope upfront and obtaining a detailed condition report at commencement is critical.
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What are outgoings in a commercial lease?
Outgoings are the operating expenses of a commercial property that the landlord passes on to the tenant. These typically include council rates, building insurance, maintenance, and cleaning. They can add 20% to 40% to your base rent, so understanding exactly what is included and how they are calculated is essential.
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Can commercial rent be increased during the lease?
Typically, yes. Commercial leases almost always include ‘Rent Review’ clauses. These allow the landlord to adjust the rent at set intervals (usually annually). Understanding if your review is linked to a fixed percentage, the CPI (inflation), or a Market Review is vital for your long-term business budgeting.
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Can I assign my commercial lease to another business?
Yes. Assigning a lease allows you to ‘sell’ the remaining term of your lease to another person or business. Under the Property Law Act 2023 (Qld), there are now strict procedures for this, and a landlord cannot ‘unreasonably’ refuse your request if the new tenant is financially capable.
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What protections do retail tenants have under Queensland law?
If your business qualifies as a ‘Retail Shop’, you are protected by the Retail Shop Leases Act 1994 (Qld). This Act overrides your lease agreement to provide mandatory disclosure statements, limits on outgoings, minimum 5-year terms (with some exceptions), and access to faster, cheaper dispute resolution.
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Litigation

How can commercial disputes be resolved without going to court?
Litigation is expensive and public. We prioritise Alternative Dispute Resolution (ADR) methods. These include ‘Without Prejudice’ negotiation, Mediation (where a neutral third party helps facilitate a deal), and binding Arbitration. Most commercial contracts now contain mandatory dispute resolution clauses requiring these steps before you can sue.
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What remedies are available for breach of contract?
If a party breaches a commercial contract, you may be entitled to remedies. The most common is ‘Damages’ (monetary compensation to put you in the position you would have been in if the contract was performed). Other remedies include ‘Specific Performance’ (a court order forcing them to do what they promised) or ‘Termination’ (ending the contract).
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Structuring

What should be in a business partnership agreement?
A partnership agreement is vital for preventing disputes. It should cover capital contributions (who pays what), profit/loss splitting, decision-making powers, dispute resolution mechanisms (like mediation), and crucially, an ’exit strategy’ (what happens if a partner wants to leave, dies, or retires).
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Do I need a Shareholders Agreement for my company?
Yes. While the Company Constitution covers the basics, a Shareholders Agreement is a private contract that handles the ‘what ifs’: What if a shareholder dies? What if they want to sell their shares to a stranger? It includes Drag Along/Tag Along rights and deadlock-breaking mechanisms that save companies from destruction.
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What is the difference between a Pty Ltd company and a sole trader?
The main difference is liability. A Sole Trader is personally liable for all business debts, meaning your house and car are at risk. A Pty Ltd Company is a separate legal entity causing a ‘corporate veil’ that protects your personal assets (limited liability), though it comes with higher setup and compliance costs.
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