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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

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.

Business structures

Going into business with a mate? Partnership agreement essentials
Starting a business with a friend feels like the safest possible arrangement; you trust them completely. Yet partnerships between mates produce some of the bitterest commercial disputes, precisely because expectations were never written down. The cure costs a fraction of the disease: a clear partnership agreement covering money, roles and exits before you trade123. What the default rules say when there is nothing in writing If you carry on business in common with a view to profit, you have a partnership under the Partnership Act 1891 (Qld) whether or not anything is signed.
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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 se…
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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…
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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 ca…
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Contracts

Unfair contract terms: penalties small businesses should know
For years, unfair contract terms were simply declared void; big suppliers could include them with little downside beyond unenforceability. That comfort zone closed in November 2023, when civil penalties arrived for proposing or using unfair terms in standard form small business contracts. If your business issues quotes, subscriptions or service agreements from templates, this regime now applies to your paperwork, and the cost of ignoring it has moved from theoretical to very real123.
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Restraint of trade clauses: are they enforceable in Queensland?
Employees and business partners routinely sign contracts containing non-compete or non-solicitation clauses without realising those clauses occupy unusual legal territory. Unlike most contract terms, a restraint of trade is presumed void from the outset. It only becomes enforceable if the party relying on it proves it is reasonable. That presumption shapes everything about how these disputes play out123. Why the law starts from suspicion Competition is the default; stopping someone earning a living needs justification. Courts therefore ask two linked questions:
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What must a personal loan agreement include to be legally enforceable in Queensland?
At minimum, a written loan agreement should include the full legal names of both parties, the principal amount, advance date, repayment terms, and signatures.
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Can I still document a personal loan after the money has already been handed over?
Yes, you can retrospectively document a loan using a Deed of Acknowledgment of Debt, provided both parties agree to sign it.
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What are the tax consequences of forgiving a debt in Queensland?
Forgiving a debt can trigger unintended tax or Centrelink consequences, depending on whether the lender is an individual, company, or trust.
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What is a deed of forgiveness and when do I need one in Queensland?
A Deed of Forgiveness formally records that a lender is releasing a borrower from their debt, providing essential legal and tax protection.
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Corporations

Shareholder disputes: exit rights and buy-outs
Feeling trapped in a company you helped build is one of the most stressful positions a business owner can face, but you are rarely without options. Depending on the constitution, any shareholders agreement and the conduct of the other parties, exits range from a negotiated buy-out through to court-ordered relief. The right path depends on your paperwork and the facts, so it pays to understand the landscape before making demands12.
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Court

Where is the Southport courthouse and what are the hours?
The Southport courthouse is located at the Corner of Davenport and Hinze Streets, Southport QLD 4215. Registry hours are 8:30am to 4:30pm (4:00pm on Thursdays).
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Which court hears my civil dispute on the Gold Coast?
The court that hears your civil dispute on the Gold Coast depends on the value of your claim: QCAT handles matters up to $25,000; the Magistrates Court handles claims between $25,001 and $150,000.
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How do I start a civil claim in the Queensland Magistrates Court?
To start a civil claim in the Queensland Magistrates Court, you must file a Claim (Form 2) and a Statement of Claim (Form 7) with the court registry.
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What is QCAT and how do I apply on the Gold Coast?
QCAT handles minor civil disputes up to $25,000. On the Gold Coast, QCAT applications are lodged at the Southport Magistrates Court registry.
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Debt Recovery

Are loan agreements between family members legally binding in Queensland?
Yes. A loan between family members is legally binding in Queensland, provided the essential elements of a contract are present — offer, acceptance, and intention to create legal relations.
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What are the rules on debt collector contact and harassment in Queensland?
Debt collectors must adhere to strict limits under the Australian Consumer Law. They cannot harass you, contact third parties without consent, or make false threats.
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What evidence proves a personal loan existed in court in Queensland?
Without a written agreement, you can prove a loan existed using bank transfer records, text messages, emails, and evidence of partial repayments.
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Employment

Contractor or employee? The sham contracting trap
Paying workers by invoice instead of payslip saves leave loading, payroll tax and superannuation, which is exactly why some businesses dress employees up as contractors. The problem is that the label on the paperwork decides nothing. If the relationship is genuinely one of employment, calling it something else is sham contracting, and it carries serious financial and legal consequences under the Fair Work Act 20091 (Cth)23. Why getting it right matters The distinction determines which obligations attach:
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General Questions

How Do You Wind Up a Self-Managed Super Fund?
An SMSF cannot be closed by simply emptying its bank account. Trustees must complete the fund’s asset, liability, audit, reporting and benefit-payment obligations in the correct order. Finalising the fund The trustees should check the deed and exit plan, record the decision to wind up, dispose of assets lawfully, pay outstanding liabilities and calculate each member’s benefit. Enough cash should remain to meet final tax, accounting and audit expenses. An approved SMSF auditor must complete the final audit before the trustees lodge the final annual return. The return tells the Australian Taxation Office that the fund was wound up and states the relevant date.
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Are Verbal Agreements Legally Binding in Australia?
Yes, verbal agreements can be legally binding in Australia if there is a clear offer, acceptance, consideration (like a deposit), and certain terms.
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Can I Completely Exclude Liability in My SaaS Agreement in Australia?
You cannot completely exclude liability in an Australian SaaS agreement, and an attempt to do so is likely to be void. The Australian Consumer Law sets guarantees that cannot be excluded, and the unfair contract terms regime adds a second limit on what a standard form agreement can do. This page explains what cannot be excluded, what s 64A lets you limit, and how to draft limits that are more likely to be enforceable.
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What business structure should I use for my Queensland tech startup?
For high-growth technology startups, a dual-company structure is the industry standard. This involves a Holding Company (HoldCo) that owns all intellectual property, source code, and trade marks, and an Operating Company (OpCo) that conducts the day-to-day business, employs staff, and signs SaaS contracts. The HoldCo licenses the IP to the OpCo, quarantining the core software assets from the commercial liabilities and insolvency risks of the operating entity under the Corporations Act 2001 (Cth).
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What is a PPSR registration and why does my startup need it?
The Personal Property Securities Register (PPSR) records security interests in personal property under the Personal Property Securities Act 2009 (Cth). If your startup uses a HoldCo/OpCo structure, the HoldCo must register its security interest over the intercompany IP licence on the PPSR to protect it from the OpCo’s liquidator. If you supply physical goods on retention of title terms, failing to register a Purchase Money Security Interest (PMSI) on the PPSR means you will lose those goods if your customer enters liquidation.
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What is a statutory demand?
Where a creditor is owed a liquidated debt of $4,000 or more by a company, they may serve a statutory demand under s 459E of the Corporations Act 2001 (Cth). If the debtor company fails to pay the debt or apply to set aside the demand within a strict 21-day period, the company is presumed insolvent. The creditor may then apply to the Supreme Court to wind up the company. It is a highly effective debt recovery tool, but requires precise drafting to avoid being set aside.
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Who Can a Company Raise Capital From Without a Prospectus?
Raising capital without a disclosure document is possible only where a specific exemption applies, and each exemption has its own limits. Understanding Chapter 6D, the main s 708 exemptions and crowd-sourced funding helps a startup choose the right path without assuming every person is eligible to invest. This page expands the existing guidance to explain when a prospectus is not required and what obligations remain. Chapter 6D and the main exemptions Offers of securities generally need a disclosure document under Chapter 6D of the Corporations Act 2001 (Cth) unless an exemption applies, mainly in s 708.
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How do I collect a personal debt in QCAT?
To succeed in a debt recovery claim under Queensland civil procedure, you must prove on the balance of probabilities, that is, that it is more likely than not (the required civil standard of proof of 51%), that money changed hands and that it was intended as a loan rather than a gift. Written loan agreements are the strongest form of evidence, but Queensland courts and QCAT will accept any contemporaneous written record, including text messages, emails, bank transfer records with reference descriptions, and written acknowledgments of the debt.
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What is the Personal Property Securities Register?
The Personal Property Securities Register (PPSR), established under the Personal Property Securities Act 2009 (Cth), allows any person with a security interest in personal property, including a vehicle, to register that interest against the asset’s serial number. To secure a private loan against a vehicle, you register your interest on the PPSR. Once registered, your security interest is visible to any person conducting a PPSR search, commonly known as a REVS check, and takes priority over later registered interests and unsecured creditors. If the borrower defaults or sells the vehicle, your registered security interest means the vehicle is sold subject to your interest, and the proceeds must satisfy your debt before any surplus passes to the seller or their creditors.
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Leasing

Does the Retail Shop Leases Act 1994 apply to my lease in Queensland?
The Retail Shop Leases Act 1994 (Qld) applies to premises used wholly or predominantly for a retail business. However, size and rent exclusions mean it does not apply to all shops.
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What is the difference between a retail, commercial and industrial lease in Queensland?
Queensland business tenancies fall into three broad categories: retail, commercial, and industrial. The legal framework and protections available to you differ dramatically between them.
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What is the Disclosure Statement and when must I receive it?
Before entering a retail shop lease, the lessor must provide the prospective tenant with a Disclosure Statement in the prescribed form under section 21 of the Act.
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What is a make good clause and how much can it cost in a retail lease?
A make good clause requires the tenant, at the end of the lease, to restore the premises to their original condition. Make good costs are one of the most underestimated liabilities in retail leasing.
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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 contra…
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Can I assign my retail lease if I sell my business?
Yes, but it is subject to the lessor’s consent and requirements in your lease and the Retail Shop Leases Act 1994 (Qld). Consent cannot be unreasonably withheld.
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Which court or tribunal resolves retail shop lease disputes in Queensland?
QCAT has jurisdiction to hear retail tenancy disputes in Queensland, subject to a monetary limit of $750,000. Disputes above this limit are heard in the Supreme Court.
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What is a Form 7 Notice to Remedy Breach in Queensland?
Under section 131 of the Property Law Act 2023 (Qld) (which replaced section 124 of the 1974 Act), a lessor cannot exercise any right of re-entry or forfeiture for a breach without serving a Form 7 notice.
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What is the cooling-off period for a retail lease in QLD?
Under section 22 of the Retail Shop Leases Act 1994 (Qld), a tenant may terminate a retail lease within a 7-day cooling-off period if disclosure requirements have not been met.
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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 …
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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 insu…
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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…
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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 …
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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…
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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 (whe…
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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 yo…
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Resources

Who to contact for Commercial Law & Business Disputes in QLD?
A directory of the most important contacts for Commercial Law matters in Queensland, including ASIC, the Office of Fair Trading, and QCAT.
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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 power…
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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…
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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 s…
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Technology Law

Does the NDB scheme apply to my small business in Queensland?
While many small businesses were historically exempt from the Privacy Act, recent reforms and turnover thresholds mean most Queensland businesses now have data breach reporting obligations.
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What is an eligible data breach under the Privacy Act?
An eligible data breach is one that is likely to result in serious harm to one or more individuals and cannot be prevented by remedial action.
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How long do I have to assess and report a data breach in Queensland?
The assessment clock starts once you suspect an eligible data breach. You must complete your assessment within 30 days and provide notification as soon as practicable.
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What are the penalties for failing to report a data breach in Australia?
Penalties for failing to assess or notify a data breach have been significantly increased. Serious or repeated breaches can now result in civil penalties of up to $50 million.
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What are my ransomware reporting obligations in Australia?
Under the Cyber Security Act 2024, entities must report a ransomware or cyber extortion payment to the ASD within 72 hours of the payment being made.
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What is the new statutory tort for serious invasions of privacy?
From 10 June 2025, individuals can directly sue a Queensland business in court for serious privacy invasions, without a complaint to the OAIC.
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