Business Know How

You Can’t Sue a Shopfront Sign: Lessons from Wang v Loh on Naming the Right Defendant The episode explains that NSW court proceedings must be brought against legal persons (individuals or companies), not trading names, under UCPR 7.19, with unregistered business names usable only temporarily under rules 7.20 and 7.22 while the plaintiff must identify and amend to the real defendant; service can be effected on an unregistered business name under rule 10.9. Using Wang v Loh (NSW District Court, 2025), it shows how plaintiffs suing “Tofu King” over alleged trespass and nuisance from exhaust ducting faced months of searches, subpoenas, and disputes to identify the proper defendants: the lessee Mr Ting Ting Wu and Ozlong Enterprises Pty Ltd, which owned the business and trademark. The court upheld service, allowed substitution and amendment despite breach of rule 7.22, and highlights lessons on identifying the correct party early, pleading properly, serving strictly, and understanding business structures and liability. 00:00 Suing a Shopfront Name 01:36 Podcast Welcome Disclaimer 02:41 Legal Persons Rule 03:48 Business Names and Service 05:05 Wang v Loh Facts 07:01 Finding the Real Defendant 08:15 Service Dispute in Court 09:36 Judge Answers Three Questions 13:34 Key Lessons for Disputes 18:02 Final Takeaways and Links Wang v Lo [2025] NSWDC 413:  www.austlii.edu.au/cgi-bin/viewdoc/au/cases/nsw/NSWDC/2025/413.html Uniform Civil Procedure Rules 2005 (NSW), rr.7.19–22:  https://www.austlii.edu.au/cgi-bin/viewdb/au/legis/nsw/consol_reg/ucpr2005305/ Civil Procedure Act 2005 (NSW), s.14:  https://www.austlii.edu.au/cgi-bin/viewdb/au/legis/nsw/consol_act/cpa2005167/ ASIC business name and company search:  https://connectonline.asic.gov.au/RegistrySearch/faces/landing/bn/SearchBnRegisters.jspx?_adf.ctrl-state=17suze8s17_18

When a client list goes walking This episode recounts the 2026 NSW Supreme Court decision Body Sculpting Clinics v Palmer, where clinic manager and part-shareholder Ms Palmer resigned, emailed herself nearly 4,000 client and lead records from the clinic’s Mindbody system, and then worked at a nearby competing business, Defined Aesthetics, alongside former staff, with evidence including emails, forwarded scripts and sales data, and a text describing a “sneaky little marketing tactic.” Host Melissa Bush explains Australian restraints of trade are presumed void unless reasonably necessary to protect legitimate interests, and outlines interlocutory injunction requirements, including the usual undertaking as to damages. The court granted injunctions restraining use of the confidential leads list, client and staff solicitation, and a five-kilometre non-compete, but refused a 15-kilometre restraint due to inconsistency with a five-kilometre franchise deed, delay in suing, potential harm to the new business, and the employer’s weak capacity to meet damages (declining profits and $166,000 tax debt). 00:00 Manager Turns Rival 01:28 Podcast Intro Disclaimer 02:35 Restraint Basics 04:09 Injunctions Explained 05:10 Case Facts Timeline 08:04 Orders Granted 10:29 Why 15km Failed 13:55 Eight Key Lessons 17:12 Final Takeaway Outro Read the case here 

Hoang v Hungry Jack’s: How One Word in a Lease Decided $83,000 a Year The episode explains the 2026 Supreme Court of New South Wales case Hoang v Hungry Jack’s, a dispute over an $83,000 annual rent gap caused by differing interpretations of how market rent should be assessed under a registered commercial lease for a Hungry Jack’s drive-through in Taree. Hungry Jack’s argued the valuer should assess only bare land because it built the restaurant, claiming “premises” meant land only, the building was not a fixture or was a lessee’s fixture, and alternatively that charging rent on the building was unconscionable under the ACL. Justice Pike rejected all arguments, holding the lease defined “premises” to include the building, the restaurant was a fixture owned by the landlord, it was not removable as a lessee’s fixture, and the earlier 2004 agreement for lease was excluded by the registered lease and entire agreement clause. The episode draws seven lessons on definitions, rent review drafting, ownership of improvements, registered documents, entire agreement clauses, due diligence, and getting terms right at the start. 00:00 The $83K Dispute 01:21 Podcast Intro Disclaimer 02:27 Deal Setup 2004 Lease 03:21 New Owner Rent Review 05:12 Hungry Jack's Three Arguments 08:06 Court Rejects Arguments 12:13 Seven Lessons Breakdown 17:55 Final Takeaways Outro Hoang v Hungry Jack’s Pty Ltd [2026] NSWSC 775:  www.austlii.edu.au/cgi-bin/viewdoc/au/cases/nsw/NSWSC/2026/775.html

Australia Trademark Non-Use Removal: Use It or Lose It (Trade Marks Act s92) The episode explains that Australian trademark registration is conditional on genuine use and can be removed under the “use it or lose it” principle via a non-use removal application to IP Australia under s92 of the Trade Marks Act 1995. Any person can apply, three years after the filing date, and the decision assesses use in Australia during a three-year lookback window; even a single genuine use can be enough, but token or overseas use does not count, and the application can target all or some goods/services. Two grounds are covered: s92(4A) lack of genuine intention to use at filing, and s92(4B) actual non-use in the relevant period, with owners needing evidence to rebut non-use. Recent 2025 cases (Whiplash/Whiplash’d and Butterful & Creamorous) show removal can’t be limited by state, use anywhere in Australia can defeat removal, and the intention-to-use evidentiary bar is low, making s92(4B) more practical. The host advises documenting Australian use, ensuring authorized user arrangements are recorded, and targeting removal applications carefully by class. 00:00 Trademark Not Set-and-Forget 01:23 Podcast Intro and Disclaimer 02:30 Use It or Lose It Basics 03:37 Timing and Use Requirements 05:02 Two Grounds Under Section 92 06:18 Whiplash Case Lessons 10:24 Butterful Case on Intention 13:48 What Counts as Genuine Use 16:31 Protect Your Mark With Evidence 18:18 Challenging a Competitor Strategically 19:51 Key Takeaways and Wrap-Up https://ipfirstresponse.ipaustralia.gov.au/options/trade-mark-non-use

Intestacy and Your Business: What Happens If You Die Without a Will in NSW Melissa Bush explains how dying without a valid will in New South Wales triggers the Succession Act 2006 intestacy formula (spouse/de facto, then children, parents, siblings, and potentially bona vacantia), which ignores business continuity. She outlines how a surviving spouse may receive personal effects plus a CPI-indexed statutory legacy (noted as $615,054.96 as at 13 July 2026), with the remainder split with children from a prior relationship, creating pressure to sell business assets within 12 months to avoid interest. She details impacts by structure: sole trader operations can freeze until letters of administration; company shares pass to relatives, risking disputes without a shareholders’ agreement; partnerships may dissolve on death under the Partnership Act 1892 unless agreed otherwise. A checklist covers making a business-aware will, enduring power of attorney, shareholder/partnership agreements with buy-sell and insurance, and reviewing personal licences. 00:00 What Happens Without a Will 01:23 Meet Your Host 02:30 Intestacy Rules Explained 03:26 Spouse and Children Split 05:38 Business Meets Statutory Legacy 06:51 Sole Trader Shutdown Risk 08:30 Company Shares After Death 10:02 Partnerships Can Dissolve 10:53 Letters of Administration Delay 12:43 Succession Planning Checklist 15:20 Final Takeaways and Wrap

Flexible Work Requests Under Australia’s Fair Work Act: Lessons from Talaugon v Alight (2025) Melissa Bush explains how flexible work requests under s65 of the Fair Work Act became a tightly regulated process after mid‑2023 reforms, requiring genuine discussion, attempts to reach alternatives, consideration of refusal consequences, and a detailed written response within 21 days, with disputes now able to go to the Fair Work Commission. She reviews the Federal Court case Talaugon v Alight (2025), where a contracts officer and primary carer sought a split-shift, largely work-from-home arrangement; the employer engaged through a formal policy, ultimately refused the proposal on efficiency/productivity and customer service grounds, offered an alternative that was accepted, and later terminated employment amid documented performance concerns. The Court dismissed claims about flexible work, carer’s leave, and adverse action, highlighting consistent treatment of other carers, service-length limits, correct NES carer’s leave scope, and the importance of contemporaneous performance documentation. 00:00 Flexible Work Requests Rise 01:14 Podcast Welcome Disclaimer 02:20 Who Can Request Flexibility 03:36 New Employer Process Rules 05:42 Talaugon v Alight Story 08:32 Court Findings Explained 11:18 Six-Step Employer Checklist 15:09 Wrap Up Resources Next Steps https://www.businessknowhow.com.au/blog/flexibleworking_0526 https://www.fairwork.gov.au/employment-conditions/flexibility-in-the-workplace/flexible-working-arra...

Consumer Guarantees vs Warranties: Refund Policies, ACCC Enforcement, and What’s Changing in the ACL Melissa Bush explains Australian Consumer Law consumer guarantees and how they differ from voluntary warranties, stressing guarantees apply automatically, can’t be excluded, and may outlast warranty periods. She outlines key guarantees for goods and services, who qualifies as a "consumer", and how remedies depend on minor versus major failures, including compensation for consequential loss. Using Mazda Australia’s $11.5 million penalty for wrongly insisting repairs were the only remedy, she highlights the risk of misleading representations. She lists ACCC-targeted statements found in a sweep of 2,000 retail websites (e.g., “no refunds", strict return windows, “final sale", “no returns on opened items", “out of warranty", or shifting responsibility to manufacturers), citing Koala Living penalties and proceedings against Mosaic Brands. She flags proposed ACL reforms to penalise simply refusing required remedies and provides a compliance checklist for policies, terms, signage, and staff training. 00:00 No Refunds Can Be Illegal 01:19 Show Intro and Disclaimer 02:26 Consumer Guarantees Explained 05:10 Guarantees vs Warranties 06:48 Major vs Minor Failures 08:21 Mazda Case Lessons 09:56 ACCC Targets Bad Policies 13:54 Law Reform on Enforcement 16:19 Compliance Checklist 18:23 Wrap Up and Resources

Anti-Competitive Conduct: Cartels, Competitors and the Five Rules for Small Business Host Melissa Bush explains how Australian competition law under the Competition and Consumer Act 2010 applies to businesses and individuals of every size, with no small business exemption, and warns how informal chats with competitors can create criminal cartel risk. She outlines the four illegal cartel types – price fixing, output restrictions, market allocation, and bid rigging and highlights severe civil and criminal penalties, including up to $100 million per contravention for corporations and up to 10 years’ prison for individuals, citing ACCC enforcement examples (QTech, Bingo Industries/Aussie Skips, crane hire WhatsApp chats, and fresh produce suppliers). She stresses no written contract is needed; an “understanding” and later parallel conduct may suffice, and ACCC can compel messages and documents. She distinguishes lawful industry discussion from prohibited topics and gives five rules: never discuss prices or customers/territories/bids, clearly object and leave if those arise, assume communications are discoverable, and seek legal advice promptly, including considering ACCC immunity. 00:00 Cocktail Chat Trap 00:57 Episode Purpose and Host 02:53 Cartel Conduct Basics 04:50 Penalties and Real Cases 06:33 How Cartels Really Start 08:32 Informal Agreements Count 10:28 What You Can Discuss 12:04 What You Cannot Discuss 13:40 Five Rules to Follow 15:49 Summary and Next Steps https://www.accc.gov.au/business/competition-and-exemptions/cartels https://www.accc.gov.au/business/competition-and-exemptions/associations-and-professional-services/i...

Mediation for Australian Businesses: Resolving Disputes Early, Especially in Family Partnerships Melissa Bush explains mediation as a structured, facilitated process where an independent mediator helps parties communicate, explore underlying interests, and negotiate their own agreement, unlike arbitration or judge-imposed outcomes and deeper than lawyer-to-lawyer negotiation. She outlines how Australian courts treat ADR seriously, including NSW obligations under the Civil Procedure Act 2005 and Federal Court referrals, with potential cost consequences for refusing to engage; mediation offers cost, time, control, and confidentiality advantages, and many matters resolve at mediation. The episode focuses on using mediation proactively to address partnership tensions before they escalate into litigation, and highlights added complexity in family business disputes where emotional and historical dynamics sit beneath commercial issues. Bush discusses choosing an appropriate mediator, preparing emotionally as well as legally, using dispute resolution clauses and family constitutions, and notes mediation’s limits regarding unwilling participants and safety concerns. 00:00 Why Disputes Escalate 00:41 Mediation Before Lawyers 01:39 Podcast Intro and Disclaimer 02:46 Episode Roadmap 04:00 What Mediation Really Is 05:04 Mediation vs Arbitration 05:43 Mediation vs Negotiation 06:39 Mediation in Litigation 06:42 Why Courts Push ADR 08:22 Benefits Cost Time Control 09:26 Proactive Partnership Mediation 12:38 When Partners Are Family 13:22 Family Dynamics Underneath 14:47 Choosing the Right Mediator 15:41 Preparing for Family Mediation 16:47 Dispute Clauses and Governance 17:36 Limits of Mediation 19:01 Wrap Up and Next Steps 20:47 How to Get Help 22:07 Final Takeaway Melissa Bush, Mediator - https://www.melissabush.com.au/ Resolution Institute - resolution.institute 

1 July 2026 Law Changes: Tranche Two AML/CTF Rules Now Apply to Jewelers and Precious Metal Dealers On 1 July 2026, multiple national changes begin: the lowest marginal income tax rate drops from 16% to 15% for $18,201–$45,000 (employers must apply updated PAYG tables), individuals can claim a $1,000 work expense deduction without receipts, and super caps rise (concessional cap to $32,500 and transfer balance cap to $2.1m) while the SG rate stays at 12%; wage, payday super and parental leave changes were covered in episode 65. The episode focuses on AML/CTF Tranche Two, extending AUSTRAC regulation to many sectors, including dealers in precious metals, stones and products, where $10,000+ cash or digital currency transactions (including structured linked payments) trigger obligations such as AUSTRAC enrollment by 29 July, a compliance officer, risk assessment, written AML/CTF program, customer ID checks, threshold and suspicious matter reporting, staff training, and 7-year recordkeeping, with severe penalties for non-compliance. 00:00 New Financial Year Changes 03:06 Tax And Super Updates 04:47 Tranche Two Explained 06:24 Who Gets Captured 07:49 Ten Thousand Dollar Rule 10:04 Bullion Dealer Notes 10:48 Core Compliance Duties 14:14 Real World Example 15:10 Customer Experience Tips 16:13 Penalties And Enforcement 17:18 Seven Step Action Plan 19:40 Wrap Up And Resources Employment law changes (wages, Payday Super, PPL):  Episode 65 — businessknowhow.com.au AUSTRAC enrolment portal (AUSTRAC Connect):  austrac.gov.au AUSTRAC guidance for dealers in precious metals, stones and products:  austrac.gov.au AUSTRAC bullion dealers overview and quick guide:  austrac.gov.au ATO updated PAYG withholding tables:  ato.gov.au ATO income tax rate changes:  ato.gov.au/about-ato/new-legislation/in-detail/individuals/personal-income-tax-new-tax-cuts

EOFY Legal Checklist for Australian Businesses: 7 Actions to Take in the Final 6 Days In the final six days of the 25–26 financial year, Melissa Bush presents a practical end-of-financial-year legal checklist for Australian businesses to address overlooked compliance risks before 1 July. She outlines seven key actions: audit employment contracts, classifications, and pay arrangements ahead of wage increases; reconcile any outstanding super contributions before payday super and increased ATO visibility begin; review aged receivables and issue formal payment demands for invoices over 60 days (and seek legal advice for debts over 90 days); confirm ABN, business name, licenses, permits, and ASIC details are current; check major contracts for automatic renewal clauses and notice windows; reassess whether the business structure, shareholders’ agreement, and (if applicable) trust distribution resolutions are fit for purpose before 30 June; and update personal documents, especially a current will and enduring power of attorney, to support business continuity. 00:00 Six Days Left 01:21 Podcast Intro 02:27 Why This Checklist 03:23 Audit Employment Setup 05:39 Reconcile Super Now 07:32 Overdue Invoices Plan 09:17 Update Registrations 11:17 Avoid Auto Renewals 13:11 Rethink Structure 14:55 Wills And POA 17:06 Seven Item Recap 18:33 Year End Wrap Up

1 July 2026 Employment Law Changes: Wage Rises, Payday Super, Parental Leave Expansion & Victoria NDA Restrictions Melissa Bush briefs Australian employers on key employment law changes taking effect from 1 July 2026 (plus immediate Victorian changes), warning of active enforcement by the Fair Work Ombudsman and ATO and providing a pre-30 June checklist. The Fair Work Commission’s 2026 Annual Wage Review increases the national minimum wage 6% to $26.44/hour ($1,004.90/week) and modern award minimum rates 4.75%, effective from the first full pay period on or after 1 July, with a phased removal of the C13 classification; employers must update payroll and ensure salaries still absorb award entitlements where applicable and enterprise agreement rates remain above awards. “Payday super” replaces quarterly payments: super must be received by funds within 7 business days of each payday (with a 20-business-day rule for new starters), triggering non-deductible SGC if late. Government-funded paid parental leave expands to 26 weeks, with 4 weeks reserved for the non-primary carer, requiring policy and workforce planning updates. Victorian law restricts NDAs in sexual harassment settlements unless requested by the complainant, with strict procedural requirements and a 12-month termination right. 00:00 July Law Changes Overview 01:25 Show Intro Disclaimer 02:32 Minimum Wage Award Rises 06:09 Payroll Checks BOOT 08:46 Payday Super Explained 13:01 Payday Super Checklist 15:03 Paid Parental Leave Update 19:35 Victoria NDA Limits 23:20 Final Summary Next Steps https://calculate.fairwork.gov.au/FindYourAward https://www.fairwork.gov.au/about-us/workplace-laws/annual-wage-review/annual-wage-review-2026 https://www.ato.gov.au/businesses-and-organisations/super-for-employers/payday-super/about-payday-su... https://www.servicesaustralia.gov.au/parental-leave-pay https://www.vic.gov.au/restricting-non-disclosure-agreements-sexual-harassment-work-act-2025

The Great Wealth Transfer: Family Business Succession Without Family Fallout Melissa Bush explains that Australia is entering its largest intergenerational wealth transfer, with $3.5 trillion (possibly closer to $5 trillion) expected to move from over‑sixties to younger generations in the next 20 years, and that succession is especially complex for family businesses. She notes family businesses comprise 70% of Australian businesses and employ 50% of the workforce, yet only about 30% transition to the next generation (12% to the third). The episode distinguishes ownership succession from leadership succession and explores equality vs fairness vs equity in inheritances. Bush compares lifetime transfers (managed handover, mentoring, continuity, possible tax structuring) with testamentary transfers (disruption, disputes, lack of readiness), recommending a hybrid approach. She urges families to start conversations now and outlines a framework: regular valuations, professionalized systems, leadership development, a family constitution, and aligned legal documents (will, enduring power of attorney, shareholders and buy-sell agreements, trusts), supported by structured family meetings and diagnostic tools. 00:00 Trillions at Stake 00:57 Why Family Businesses Differ 01:59 Show Intro and Disclaimer 03:06 Roadmap and Big Picture 05:01 Succession Success Rates 08:15 Should One Child Inherit 10:55 Ownership vs Leadership 12:34 Equality, Fairness, Equity 18:33 Transfer Now or Later 24:09 Start the Conversations Now 28:31 Practical Succession Framework 33:13 Wrap Up and Next Steps https://familybusinessassociation.org/resources/family-business-diagnostic-tool https://familybusinessassociation.org/community/advisor-directory https://www.tdgp.com.au Previous episodes: Episode 19 - Business Succession Planning https://www.businessknowhow.com.au/podcasts/business-know-how/episodes/2149042140 Episode 55 - Is a simple will enough for a business owner? https://www.businessknowhow.com.au/podcasts/business-know-how/episodes/2149186556 Episode 59 - When business and divorce collide https://www.businessknowhow.com.au/podcasts/business-know-how/episodes/2149200656 Episode 60 - Shareholders agreements https://www.businessknowhow.com.au/podcasts/business-know-how/episodes/2149202582  

ABN Isn’t Enough: Navigating Licences, Permits and Council Approvals for Australian Small Businesses Melissa Bush explains that registering an ABN and business name is only the start and many Australian businesses need approvals across three tiers of government Commonwealth (e.g., tax, employment, ACL, ASIC licences), state/territory (e.g., trade and building licences, insurance, certification), and local council (e.g., development consent, building approvals, food premises registration, outdoor dining, signage, noise). She outlines typical approval needs for food and hospitality (Food Standards Code, food authority registration, food safety supervisor, council inspections, liquor licensing), trades and construction, health practices (AHPRA registration, premises consent, accessibility, medicines approvals), and retail/e-commerce (product licences, ACL, privacy, ASIC where relevant). She recommends using ABLIS to identify obligations, confirming premises suitability with council, and auditing/renewing licences, noting serious risks of illegal trading, shutdown orders, prosecution, contract breaches, and invalidated insurance. 00:00 The Costly Approval Trap 01:41 Show Overview and Disclaimer 03:59 ABN Is Only Step One 04:35 Three Government Tiers 06:29 Council Approvals Matter 08:26 Food Business Requirements 11:39 Trades and Construction Licences 13:00 Health Practice Compliance 14:30 Retail and Online Rules 15:59 Using ABLIS to Check 19:14 ABLIS Limits and Myths 20:58 Penalties and Insurance Risks 23:47 When Licences Get Suspended 25:15 Practical Approval Checklist 28:14 Wrap Up and Next Steps https://ablis.business.gov.au/ https://business.gov.au/ https://business.gov.au/registrations

Unpaid Internships in Australia: When Work Experience Becomes Employment Melissa Bush explains that the Fair Work Act doesn’t define "intern", so unpaid arrangements may be treated as employment if they look and function like work, triggering minimum wage, award entitlements, superannuation, back pay and penalties. She outlines two lawful pathways: a vocational placement under s12 (unpaid, required by an authorised course, and documented by the institution) or a non-employment arrangement where the person does no productive work, receives meaningful training, and the main benefit flows to them. She details key indicators used by courts and the Fair Work Ombudsman (purpose, duration, control, benefit, and payment expectations) and cites enforcement examples (Croc Media fines and back pay; D.Studio Architects underpayment recovery). She also covers higher civil penalties after the Feb 2024 reforms and the Jan 2025 criminal offence for intentional underpayment and provides a checklist: verify vocational status, keep placements short/observational, document and review, and when in doubt, pay. 00:00 The Internship Trap 01:54 Show Intro and Roadmap 04:17 Why Internships Matter 08:02 Two Legal Pathways 08:21 Vocational Placement Rules 11:11 When It's Not Employment 13:43 The Employment Line Tests 18:21 Case Study: Croc Media 21:46 Case Study D Studio 24:17 New Penalties and Crimes 29:47 Practical Compliance Checklist 34:31 Wrap Up and Resources

Resale Price Maintenance in Australia: Why Minimum Pricing Demands Are Illegal (and What to Do) Melissa Bush explains resale price maintenance (RPM) under Australian competition law, noting suppliers cannot set or enforce a minimum resale or advertised price, threaten suspension of supply, or use conditional rebates or advertising restrictions, and that RPM is a per se prohibition under the Competition and Consumer Act (Section 48). She outlines why RPM harms retail price competition, especially for small retailers, and notes ACCC enforcement and a narrow, rarely used authorisation process. The episode reviews late-2025 ACCC undertakings involving Connected Audio Visual, Golf Imports, and EE Group Australia and highlights the December 2023 Federal Court penalty of $15 million against Techtronic Industries Australia for widespread, enforced RPM. Bush clarifies that recommended retail price is legal only as a non-mandatory suggestion and provides action steps for retailers (review agreements, document pressure, and report to ACCC) and suppliers (audit and remove clauses, notify networks, train staff, and seek legal review). 00:00 Supplier Threat Call 00:34 Why RPM is Illegal 01:17 Episode Roadmap 02:32 RPM Defined Simply 03:43 Per Se Rule Explained 04:10 Why the Law Exists 05:36 ACCC Cases Overview 05:47 Case CAV Dashcams 07:14 Case Golf Imports 08:37 Case EE Group Drones 10:09 Techtronic $15M Penalty 12:16 What RRP Really Means 13:17 Supplier Dos and Don’ts 14:40 Disclaimers Don’t Help 15:18 Retailer Action Steps 16:55 Supplier Action Steps 19:04 Key Takeaways Recap 21:37 Get Help and Subscribe https://www.accc.gov.au/media-release/dash-cam-and-car-audio-supplier-connected-audio-visual-admits-... https://www.accc.gov.au/media-release/wholesaler-golf-imports-admits-to-engaging-in-resale-price-mai... https://www.accc.gov.au/media-release/drone-supplier-ee-group-admits-to-resale-price-maintenance https://www.accc.gov.au/business/selling-products-and-services/small-business-toolkit/exclusive-deal... https://www.accc.gov.au/business/competition-and-exemptions/minimum-resale-prices

Shareholders’ Agreements: The Missing Document That Can Save Your Business Melissa Bush explains why every Australian company with more than one shareholder needs a tailored shareholders’ agreement, distinct from a public constitution or the Corporations Act replaceable rules, because it governs owners’ relationships, confidentiality, and key risk areas like share transfers, valuation, contributions, exit rights, and deadlock. She illustrates the consequences through Pitak v Sudtipatudom (NSW Supreme Court, 2025), where two couples informally agreed to run a Loftus Lane, Sydney café 50/50, but the operating company (SLT) was solely owned and directed by one party, with nothing in writing; disputes over profit vs revenue, alleged $77,745.32 cash contributions, and control escalated into years of litigation, ending with claims dismissed and the café liquidated. Bush outlines common mistakes: relying on trust, using templates, never reviewing agreements, and not involving accountants/financial planners and invites listeners to contact Shire Legal or join the Café Kickstart course. 00:00 Cafe Dream Turns Sour 01:27 Why You Need One 03:13 Podcast Intro Disclaimer 04:20 What It Is Exactly 04:33 Constitution vs Agreement 08:01 Who Actually Needs It 08:36 Trust Is Not Enough 10:03 The Pitak Case Setup 13:26 Court Issues And Rulings 17:54 How An Agreement Fixes It 21:23 Exit And Deadlock Clauses 24:21 Common Mistakes To Avoid 29:19 Wrap Up And Next Steps https://www.businessknowhow.com.au/blog/partnership_0925

When Marriage Breaks Down: Protecting Your Business, Company and Family Trust Melissa Bush explains how relationship breakdown can expose business interests, company shares, trust assets, goodwill, and even notional property to scrutiny under the Family Law Act 1975, and why last-minute restructures can be reversed. Using the 2024 Federal Circuit and Family Court case Emmerton & Manwaring (No 2), she outlines how a common company-and-family-trust structure was undermined by poor governance: mixing personal and company finances, failing to meet director tax obligations (including DPN and Division 7A issues), mismanaging trust dealings (including unpaid rent), inadequate records and disclosure, and attempting voluntary liquidation mid-proceedings. She emphasizes that liquidation is not an escape and that lack of planning fuels costly litigation. Practical steps include a shareholders agreement, strict financial separation, proper trust documentation, staying current on BAS and super obligations, considering a binding financial agreement, and maintaining strong records. 00:00 Business at Breakup 03:34 What We Will Cover 04:12 Family Law Meets Business 06:20 Emerton Case Setup 08:46 Lesson One Structure Misused 11:05 Lesson Two Director Tax Traps 14:23 Lesson Three Trust Mismanagement 16:25 Lesson Four Records Disclosure 18:25 Lesson Five Liquidation Myth 20:44 Lesson Six No Exit Plan 22:57 Protective Steps Checklist 29:25 Key Takeaways and Wrap https://www.businessknowhow.com.au/blog/businessdivorce_0226

How NCAT Works: A Practical Guide to Resolving NSW Small Business Disputes Host and lawyer Melissa Bush explains how the New South Wales Civil and Administrative Tribunal (NCAT) helps NSW business owners resolve disputes more quickly, affordably, and informally than court. The episode outlines NCAT’s divisions, focusing on the Consumer and Commercial Division for unpaid invoices, goods and services disputes, retail and commercial lease disputes, and home building matters, while noting other divisions relevant to licensing, regulation, discrimination, and professional conduct. Bush covers when to apply (after attempting written negotiation), how to lodge an application, and how to prepare evidence with organized documents, a timeline, and clear outcomes sought. She describes what happens at hearings and conciliation, discusses when lawyers are optional or useful and how representation may require permission, and explains enforceable orders NCAT can make, including payment, work completion, contract, and lease-related orders. 00:00 Business Disputes Intro 01:06 Podcast Welcome Disclaimer 02:14 NCAT Overview Roadmap 03:31 NCAT Divisions Explained 05:39 Common Business Disputes 07:41 When to Apply Process 08:53 Preparing Your Evidence 10:10 What Happens at Hearing 12:01 Do You Need Lawyer 14:40 Orders NCAT Can Make 16:14 Key Takeaways Next Steps New South Wales Civil & Administrative Tribunal https://ncat.nsw.gov.au/ NCAT Procedural Directions and Guidelines https://ncat.nsw.gov.au/publications-and-resources/procedural-directions-and-guidelines.html

How to exit a franchise the smart way Melissa Bush discusses how Australian franchisees can exit a franchised business and why it requires careful legal and financial planning. She outlines key exit paths - selling (usually needing franchisor consent and buyer approval), not renewing at the end of term (with notice requirements, debranding and return of materials), negotiating early termination, or closing - and explains how renewing before selling can increase value despite renewal fees and upgrade obligations. The episode highlights major risks and constraints including restraint of trade clauses, limits on using customer databases and goodwill, territory restrictions, and the impact of lease structures, especially where the franchisor holds the head lease and the franchisee only has a licence to occupy. She warns that failing to sell before expiry can mean losing goodwill and site control to the franchisor, and urges early review of agreements and professional advice. 00:00 Should You Exit 00:52 Podcast Intro Disclaimer 01:59 Why Exiting Is Complex 03:19 Selling Your Franchise 04:34 Non Renewal Planning 05:21 Early Termination Talks 06:37 Renewal Timing Strategy 08:37 Restraint Of Trade 10:27 Lease Territory Customers 12:54 Walking Away Costs 14:38 Franchisor Continuity 17:09 Exit Strategies Recap

Fair Work Ombudsman Enforcement Patterns (Jan–Mar 2026):  What Australian Small Businesses Must Know Melissa Bush reviews Fair Work Ombudsman media releases from January to March 2026 to identify enforcement patterns relevant to business owners, emphasizing a 2026 shift from isolated underpayments to systemic failures, record-keeping, notice/order breaches, director involvement, and deliberate or repeated conduct. She highlights targeted industries (hospitality, construction, labour hire, manufacturing, healthcare/care) and a strong focus on migrant and young workers, plus increasing Fair Work–ATO collaboration. Key examples include UNSW penalized for record-keeping failures, individuals pursued despite liquidation, alleged false records by a labour hire provider, healthcare and small single-employee cases, multi-site systemic payroll errors, non-compliance with Fair Work Commission orders, enforceable undertakings (including Uniting Communities’ $2.6m underpayments), crackdown on cashback schemes, escalation for ignoring compliance notices, joint sham contracting action, unannounced joint inspections, and harsher treatment of repeat offenders. 00:00 Q2 Kickoff and Shift 01:06 Show Intro and Disclaimer 03:22 How to Read Releases 05:18 January Cases and Signals 08:16 February Expansion and Escalation 12:27 March Crackdowns and Joint Ops 15:47 Quarter Themes and Takeaways 17:19 Wrap Up and Next Steps https://www.fairwork.gov.au/newsroom/media-releases

Is a Simple Will Enough for Business Owners? Estate Planning, Structures, and Continuity Melissa Bush explains why a basic DIY will is often inadequate for business owners because a will only covers assets forming part of the estate and may be overridden by existing legal arrangements. She outlines how business interests differ by structure: sole traders’ business assets generally fall into the estate, while partnerships involve a partnership interest often governed by partnership agreements, and companies involve shares that may be restricted by shareholder agreements. The episode covers common agreement provisions such as buyout rights, valuation mechanisms, and limits on family members stepping into ownership, plus Corporations Act 2001 issues for sole director/sole shareholder companies. Bush emphasizes powers of attorney for incapacity planning, the role of insurance and buy-sell agreements in funding ownership transfers, and risks of intestacy causing delays and disruption. Proper advice aligns wills, business documents, and objectives. 00:00 Is a Simple Will Enough 01:08 Podcast Intro and Roadmap 03:16 What a Will Covers 04:15 Business Structures and Estates 06:08 Partnerships After Death 07:31 Shares and Shareholder Rules 08:44 Sole Director Risks 09:46 Powers of Attorney Matter 10:49 Buy Sell and Insurance 11:59 No Will Intestacy Problems 12:48 DIY Wills for Owners 13:35 What Proper Advice Looks Like 14:35 Wrap Up and Next Steps

Informal Business Partnerships: Ownership, Control and Legal Steps to Protect Yourself Melissa Bush uses an online post by a 23-year-old business owner as a case study about small-business disputes arising from informal arrangements. In the scenario, the business began under a personal ABN, a friend joined on a verbal 50/50 basis, the venture later became a Pty Ltd, and a mistake led to over $20,000 in customer refunds; after the split, the friend claims to be out but remains listed as director/shareholder, refuses mediation, and disputes responsibility despite texts and a joint account. The episode explains how disputes hinge on evidence, structure, and legally recognisable relationships, including whether a partnership exists, how ownership is determined by registrations and conduct, and issues of control, fiduciary duties, and proof without documents. Key guidance is to get early legal advice, avoid unilateral escalation, preserve evidence, and consider negotiation/mediation given litigation costs and uncertainty. 00:00 Business Dispute Case Study 01:02 Podcast Welcome Disclaimer 02:10 Forum Post Breakdown 04:11 Why These Disputes Happen 06:27 How Informal Deals Unravel 08:56 Key Legal Issues Explained 12:17 Online Advice Three Rules 14:20 Prevention Lessons Upfront 15:39 What To Do Now 16:16 Key Takeaways Farewell

Loan Documents, Forgery Claims and the Power of Independent Legal Advice: Lessons from a Supreme Court Case The episode examines a Supreme Court of Victoria decision involving a borrower who sought to avoid liability under a roughly $300,000 loan secured by a registered mortgage by alleging she did not sign the documents, that signatures were forged, documents were backdated, and the lender engaged in unconscionable conduct. With handwriting experts for both parties unable to reach definitive conclusions, the court assessed the totality of evidence, including the advance and receipt of funds, repayment history, and lender records consistent with an operative loan. The borrower’s forgery case failed because serious allegations require persuasive proof on the balance of probabilities, and minor date discrepancies were treated as possible administrative errors. The unconscionable conduct claim also failed due to lack of special disadvantage or exploitation and because the borrower had an opportunity to obtain independent legal advice but did not. The key lesson for business owners is that once transactions are implemented, unwinding them is extremely limited, making independent legal advice critical for loans, guarantees, leases, and major business decisions. 00:00 Signing Without Realising 00:49 Case Overview And Roadmap 01:15 Podcast Intro And Disclaimer 03:20 The Loan And Default 04:19 Forgery And Backdating Claims 04:52 Handwriting Evidence Problems 05:30 How Courts Weigh Evidence 06:48 Why The Claims Failed 09:35 Independent Advice Matters 11:14 Where Advice Is Essential 14:15 Final Takeaways And Wrap https://www.businessknowhow.com.au/blog/independentadvice_0326

Selling a Business in Australia: Assets, Leases, Financial Disclosure, Employees and Contract Conditions Melissa Bush explains that selling a business is a complex legal transaction involving more than price, covering assets, goodwill, contracts, leases, employees, intellectual property and disclosure obligations. Using scenarios, she outlines what is actually sold (including stock and business name) and how lease assignments can derail a deal if landlord consent is refused or new terms are demanded. She warns that inaccurate financial information, even if unintentional, can expose sellers to misleading or deceptive conduct claims if buyers rely on it. She explains that employees do not automatically transfer, requiring sellers to address entitlements and buyers to document new terms to avoid staff uncertainty and value loss. Finally, she discusses conditions precedent like finance approval and how missed deadlines can trigger disputes over deposits, emphasising careful drafting and early professional advice. 00:00 Selling Is Complex 01:22 Show Format Disclaimer 02:30 What Youre Selling 03:59 Leases Can Derail 05:19 Financials Must Be Accurate 08:08 Employees And Entitlements 10:26 Contract Conditions Deposits 12:37 Prepare For A Smooth Sale 13:56 Final Takeaways Next Steps

When Informal Deals Become Legal Partnerships Host Melissa Bush explains that under Australian law, a partnership can exist without a written agreement if people carry on a business in common with a view to profit, and courts determine this from conduct and evidence such as profit sharing, control, contributions, records, and representations to others. She outlines major consequences, including partners acting as agents who can bind each other, joint and several personal liability for debts, and fiduciary duties. The episode discusses Hallam v Tancred, where an arrangement labelled as employment was found on appeal to have partnership hallmarks, and a NSW cafe dispute case (Pitac v Sdo) showing vague informal understandings and undocumented cash claims failing against formal company records. Bush covers dissolution, valuation, death of a partner, and urges documenting contributions, profit distribution, decision-making, exit and valuation mechanisms, estate planning alignment, and tax considerations through a formal partnership deed. 00:00 Handshake Deals Risk 01:29 Show Intro Disclaimer 02:37 Partnership Basics NSW 04:11 Legal Consequences Partners 05:21 Case Hallam Tancred 07:11 Cafe Dispute Case 09:41 Exit Without Agreement 11:33 Hidden Liability Risks 12:41 Death Estate Issues 13:49 Why Avoid Agreements 14:49 How To Protect Yourself 16:14 Key Takeaways Wrap 17:29 Final Call To Action

Unfair Dismissal in Australia: 10 Key Things Small Business Owners Need to Know Melissa Bush presents an episode of Business Knowhow explaining unfair dismissal under the Fair Work Act 2009 and what often surprises small business owners. She outlines the four elements of unfair dismissal (dismissal, harsh/unjust/unreasonable, compliance with the Small Business Fair Dismissal Code for small business employers, and not being a genuine redundancy) and notes possible remedies of reinstatement or compensation. The episode covers 10 key points: minimum employment periods (6 months, or 12 months for employers with fewer than 15 employees); casuals may qualify if employed regularly and systematically with a reasonable expectation of ongoing work; high earners may still claim if covered by an award or enterprise agreement (high income threshold cited as $183,100 from 1 July 2025); resignations can be constructive dismissal; a valid reason is not enough without fair process and an opportunity to respond; the Small Business Fair Dismissal Code and its Fair Work Commission checklist must be followed (including warnings for performance issues and reasonable grounds for summary dismissal for serious misconduct); redundancies must be genuine and include consultation and redeployment considerations; claims must be lodged within 21 days; reinstatement is the primary remedy, with compensation generally capped at the lesser of 26 weeks’ pay or half the high income threshold; and costs are usually each party’s own but can be ordered for unreasonable conduct or hopeless claims/defences. Two cases are discussed: Mitchell Fuller v Madison Branson (false sick leave and dishonesty found to justify dismissal consistent with the Small Business Fair Dismissal Code, claim dismissed) and Janice v Red Star Gold Coast (redundancy accepted but unfair dismissal found due to failure to conduct genuine award-required consultation). The episode emphasises that eligibility, correct process, using the code and checklist, and seeking advice before termination can reduce risk, and highlights the importance of acting quickly given the 21-day limit. 00:00 Unfair Dismissal Scenarios 01:08 Show Intro and Disclaimer 02:28 What Unfair Dismissal Means 03:22 Eligibility and Service Rules 04:07 Casuals and High Earners 05:34 Constructive Dismissal Risks 06:18 Valid Reason vs Fair Process 07:09 Small Business Code Checklist 08:43 Genuine Redundancy Requirements 09:38 Deadlines Remedies and Costs 11:33 Case Study False Sick Leave 13:50 Case Study Redundancy Consultation 16:25 Key Takeaways for Owners 17:28 Final Advice and Wrap Up https://www.austlii.edu.au/cgi-bin/viewdoc/au/cases/cth/FWC/2024/531.html https://www.austlii.edu.au/cgi-bin/viewdoc/au/cases/cth/FWC/2025/784.html https://www.fwc.gov.au https://www.fairwork.gov.au https://www.fwc.gov.au/small-business-fair-dismissal-code https://www.fwc.gov.au/high-income-threshold https://www.fwc.gov.au/awards-and-agreements/awards

Business Structures in Australia: Sole Traders, Partnerships, Companies and Trusts (and Why the Trustee Matters) Melissa Bush explains that a business structure is not just a tax choice and affects asset ownership, liability, contracting, and what happens if someone resigns or dies. She outlines the differences between sole traders and partnerships (no separate legal entity and personal liability), companies (a separate ASIC-registered legal entity that can own property and enter contracts, with shareholders and directors and generally limited liability), and trusts (not a legal entity but a relationship governed by a trust deed where the trustee holds legal title and contracts on behalf of beneficiaries). She unpacks why the identity of the trustee is critical and uses a commercial lease renewal example where a husband signed personally as trustee, later resigned, and the lack of a corporate trustee created confusion that required careful evidence of the trust and trustee change; she notes a corporate trustee would have provided continuity even if directors or shareholders changed. The episode also covers constructive trusts through a family property development dispute where one person held legal title but others contributed money and labour based on an understanding of shared ownership; the court examined common intention, reliance and contributions, and unconscionability, and ultimately imposed a constructive trust to recognise a beneficial interest despite no trust deed. The key takeaways are to understand who the trustee is, consider a corporate trustee for clarity and stability, and document intentions in shared property arrangements because courts can impose trusts based on conduct, contributions and intention. 00:00 Business Structure Isn’t Just Tax: Who Signs, Who’s Liable? 01:20 Podcast Intro + Legal Disclaimer 02:28 What ‘A Business’ Legally Means (Assets, Relationships, Not an Entity) 03:24 Sole Trader vs Partnership: Personal Liability Explained 04:17 Companies: Separate Legal Entity & Limited Liability Basics 04:54 Trusts 101: What a Trust Is (and Why It’s Not a Legal Person) 06:12 Lease Renewal Case Study: When the Wrong Trustee Name Is on the Lease 07:26 Why a Corporate Trustee Matters: Continuity, Clarity, Stability 08:06 Constructive Trusts: Family Property Dispute & What Courts Look For 12:17 Key Takeaways + Next Steps (Structure, Trustees, Document Intentions)

Proactive Legal Health Check for Your Business In this episode of 'Business Know How Practical Legal Insights for Australian Businesses', host Melissa Bush emphasises the importance of proactive legal compliance for business owners. The episode features a recording of a webinar that focuses on why proactivity is essential, how to periodically review your business, and how to use the Business Knowhow Legal Health Checklist. Listeners are encouraged to download the checklist to evaluate their legal foundations, review contracts, understand compliance obligations, and align their business structures. The goal is to manage legal responsibilities proactively to ensure a smooth operation throughout the year. 00:00 Introduction: Assessing Your Business's Legal Health 01:13 Welcome to Business Knowhow Podcast 02:28 Starting the Webinar: Legal Health Check Overview 05:04 Understanding the Business Lifecycle 08:36 Proactive Legal Compliance 14:27 Legal Health Check: Key Elements 16:17 Business Structures and Succession Planning 21:38 Contracts and Employment Agreements 24:35 Compliance and Regulatory Obligations 25:43 Estate Planning for Business Owners 28:09 Conclusion and Next Steps

Welcome to Season 2!   In this episode of the Business Know How, host Melissa Bush kicks off the second season by reflecting on the past year and setting the stage for 2026. Offering practical legal insights for Australian businesses, Melissa emphasises the importance of being proactive in addressing legal matters to minimize risks. As we step into the new year, she discusses the common legal issues faced by business owners, the value of early legal advice, and introduces upcoming resources and webinars designed to help businesses maintain legal health. Tune in to learn how to set your business up for success with clarity, confidence, and a solid legal foundation.   00:00 Welcome to Season 2 of Business Know How Podcast 00:42 Introduction to Practical Legal Insights 03:35 Reflecting on Last Year's Lessons 07:06 Common Legal Patterns in Business 09:50 Looking Ahead: 2026 and Beyond 11:38 Upcoming Webinars and Final Thoughts     https://www.businessknowhow.com.au/ https://www.businessknowhow.com.au/webinars 

Mastering Holiday Sales: Stay Compliant and Boost Revenue In this episode of Business Know How, Melissa Bush provides a comprehensive guide for retailers on how to navigate the chaotic yet profitable holiday sales season while adhering to Australian consumer laws. She covers everything from the importance of honest and accurate advertising, pricing strategies, and practical planning steps to the risks associated with misleading promotions. Melissa also delves into the ACCC's recent actions during Black Friday, highlighting common pitfalls to avoid. Through detailed examples and timelines, she offers actionable advice on running successful and legally compliant sales. The episode wraps up with reflections on the first season of the podcast and a look ahead to the next year. 00:00 Introduction to Holiday Sales Risks and Opportunities 00:34 Legal Risks During Holiday Sales 00:41 ACCC's Role and Recent Actions 01:21 Masterclass on Running a Legally Compliant Sale 02:47 Importance of the Holiday Sales Season 04:37 Legal Framework for Advertising and Selling 07:01 ACCC's Findings from Black Friday Sweep 09:46 Building Your Holiday Sales Blueprint 16:54 Common Retailer Questions and Case Studies 21:58 Conclusion and Reflections on Season One

Understanding Modern Slavery Risks in Australian Small Businesses In this episode of Business Know How, host Melissa Bush delves into the often misunderstood topic of modern slavery in Australia, stressing its relevance even to small businesses. The discussion covers the definition and manifestations of modern slavery within local contexts, the evolution of Australian modern slavery laws, and practical steps businesses can take to mitigate risks. A detailed fictional case study highlights the inadvertent involvement of a Sydney cafe in modern slavery practices through a subcontractor, underscoring the importance of due diligence. Melissa outlines a comprehensive five-part framework and a practical checklist for small businesses to identify and manage modern slavery risks effectively. 00:00 Introduction to Modern Slavery in Australia 02:40 Understanding Modern Slavery 03:44 Modern Slavery in the Australian Context 05:15 The Evolution of Modern Slavery Laws in Australia 09:00 Impact on Small Businesses 09:48 Case Study: Luna's Cafe 12:49 Practical Steps for Small Business Owners 15:24 Modern Slavery Risk Management Checklist 16:00 Conclusion and Final Thoughts

Navigating Influencer Collaborations: Legal Insights for Australian Businesses In this episode of Business Know How, host Melissa Bush delves into the complex legal landscape of influencers requesting free products or services from small businesses in exchange for exposure. Using a fictional case study, Melissa explains how such arrangements are considered commercial advertising under Australian law, highlighting the guidelines set by the ACCC, AANA, and AIMCO. She discusses key issues such as disclosure responsibilities, potential legal risks, and the importance of written agreements. This episode provides actionable advice for businesses to manage influencer collaborations ethically and legally, ensuring transparency and compliance. 00:00 Introduction to Influencers and Free Services 00:37 Understanding the Legal Implications 01:24 Welcome to Business Know How 02:19 A Common Scenario: Influencer Requests 03:33 Legal Framework and Industry Standards 08:21 Case Study: Harbor and Bloom Weddings 10:18 Risks and Considerations 11:57 Best Practices for Influencer Collaborations 14:31 Conclusion and Final Thoughts https://aana.com.au/self-regulation/codes-guidelines/code-of-ethics/ https://aimco.org.au/best-practice https://www.accc.gov.au/business/advertising-and-promotions/social-media-promotions  

Protecting Your Business: Managing Confidential Information and Trade Secrets Post-Employment In this comprehensive episode of Business Know How, hosted by Melissa Bush, discover how to safeguard your business against the risk posed by departing employees. The episode covers the legal duties that extend beyond employment, essential contractual tools like confidentiality clauses, non-solicitation, and non-compete restraints, and practical steps employers can take before, during, and after an employee's departure. Learn from recent court cases and stay informed about potential changes in employment law, including upcoming federal reforms. Packed with practical advice and real-life examples, this episode is crucial for any small business owner looking to protect their confidential information and trade secrets. 00:00 Introduction: Protecting Your Business When Employees Leave 00:28 Legal Duties After Employment Ends 03:28 Implied Obligations in Employment 06:08 Express Contractual Tools for Protection 08:49 Practical Steps for Employers 11:05 Recent Case Law and Legal Developments 19:53 Operational and Procedural Steps 23:18 Upcoming Legal Reforms and Final Advice 26:17 Conclusion and Contact Information Cases referred to in this episode: McMurchy v Employsure Pty Ltd; Kumaran v Employsure Pty Ltd (NSW Court of Appeal) Shire Real Estate Pty Ltd v Kersten (NSW Supreme Court) Monarch Advisory Group Pty Ltd v Puxty (No 4) (Federal Court) Agha v Devine Real Estate Concord Pty Ltd (NSW Court of Appeal) You can subscribe to the newsletter here - https://www.businessknowhow.com.au/newsletter  Follow Business Know How on Facebook, Instagram and LinkedIn. Follow Melissa Bush on LinkedIn.

The Crucial Role of Accurate Company Records: Lessons from WCXM v. Vanguard In this episode of Business Know How, host Melissa Bush explores the importance of keeping company records up to date with the Australian Securities and Investments Commission (ASIC). Using the WCXM v. Vanguard court case as a primary example, Melissa emphasizes the significant consequences of administrative neglect and shares practical tips for maintaining compliance. Topics include updating registered office addresses, ensuring accurate financial records, the role of accountants, and staying proactive in corporate governance. The episode also offers a free compliance checklist for company directors. 00:00 Introduction: The Importance of Company Compliance 00:53 Welcome to Business Know How 01:51 Setting Up a Company in Australia 02:12 The Role of a Registered Office 03:09 Financial and Compliance Obligations 03:53 The Importance of Professional Help 05:07 Case Study: WCX M4 PT Pty Ltd v Vanguard Australia Pty Ltd  08:13 Lessons for Company Directors 10:24 Conclusion and Free Compliance Checklist Download your Director Checklist here ASIC Changes to Company Details WCX M4 PT Pty Ltd v Vanguard Australia Pty Ltd [2025] FCA 1341

Understanding Copyright Ownership in Australian Businesses: This episode of Business Know How with Melissa Bush provides practical legal insights into copyright ownership within Australian businesses. It covers how copyright arises automatically under the Copyright Act of 1968 and the nuances of ownership between employers and employees or contractors. The episode delves into notable court cases to illustrate how ownership can become complicated and emphasises the importance of clear written agreements, defining roles, and seeking legal advice early. Business owners are encouraged to protect their intellectual property through proper contracts and understanding their rights to avoid future disputes. 00:00 Introduction to Copyright Ownership 01:38 Understanding Copyright Basics 02:33 Employment and Copyright Ownership 04:25 Case Study: Victoria University of Technology vs. Wilson 06:58 Case Study: ResMed and Employee-Created Works 09:21 Case Study: Telstra and Automated Works 11:59 Key Takeaways for Business Owners 13:31 Conclusion and Recap Copyright Act 1968 (Cth) AustLII – Copyright Act 1968 (Cth) Australian Copyright Council ACC Fact Sheet: An Introduction to Copyright in Australia (INFO010) Attorney-General’s Department – Copyright Basics  

Navigating Commercial Property Purchases for Australian Businesses In this episode of Business Know How, host Melissa Bush offers practical legal guidance on buying commercial property in Australia. Covering topics such as different property types, due diligence steps, essential legal frameworks, and future planning, Melissa aims to equip business owners with the knowledge to make informed and strategic property investments. With over 30 years of legal experience, she emphasizes understanding key laws and obtaining independent legal advice, ensuring business owners are well-prepared for this significant financial and strategic move. 00:00 Introduction to Business Know How 00:58 The Importance of Buying Commercial Property 02:07 Types of Commercial Properties 04:14 Due Diligence in Property Purchase 05:34 Zoning and Planning Considerations 06:08 Finance and Tax Issues 06:55 Future Planning for Your Business 08:27 Case Study: Sinks Land Developments 10:07 Legal Framework in New South Wales 13:32 Key Takeaways and Conclusion Download our Buying Property Checklist. Core NSW Property & Conveyancing Laws Conveyancing Act 1919 (NSW)https://legislation.nsw.gov.au/view/html/inforce/current/act-1919-006Governs contracts for sale, deposits, settlements, and property transfers. Real Property Act 1900 (NSW)https://legislation.nsw.gov.au/view/html/inforce/current/act-1900-025Covers the Torrens Title system, land registration and dealings. Retail & Leasing Retail Leases Act 1994 (NSW)https://legislation.nsw.gov.au/view/html/inforce/current/act-1994-046Sets out rights and obligations for landlords and tenants of retail premises, including disclosure requirements. Planning & Zoning Environmental Planning and Assessment Act 1979 (NSW)https://legislation.nsw.gov.au/view/html/inforce/current/act-1979-203Provides the framework for zoning, development approvals and planning certificates (Section 10.7). Local Government Act 1993 (NSW)https://legislation.nsw.gov.au/view/html/inforce/current/act-1993-030Outlines the role of local councils in land use, development approvals and compliance. Strata and Shared Ownership Strata Schemes Management Act 2015 (NSW)https://legislation.nsw.gov.au/view/html/inforce/current/act-2015-050Covers the management and operation of strata schemes, owners corporations, levies and by-laws. Strata Schemes Development Act 2015 (NSW)https://legislation.nsw.gov.au/view/html/inforce/current/act-2015-051Regulates the subdivision, consolidation, and redevelopment of strata lots. Finance, Tax & Duties Duties Act 1997 (NSW)https://legislation.nsw.gov.au/view/html/inforce/current/act-1997-123Covers stamp duty payable on property transfers. Land Tax Management Act 1956 (NSW)https://legislation.nsw.gov.au/view/html/inforce/current/act-1956-026Sets out land tax obligations and exemptions. Taxation Administration Act 1996 (NSW)https://legislation.nsw.gov.au/view/html/inforce/current/act-1996-097Provides for the administration of NSW state taxes, including duties and land tax. National / Corporate Context Corporations Act 2001 (Cth)https://www.legislation.gov.au/Series/C2004A00818Governs company operations, director duties and execution of documents (relevant to guarantees and contracts). Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth))https://www.legislation.gov.au/Series/C2004A00818Provides consumer protections that can, in some cases, apply to small business transactions. Optional Extras Building and Construction Industry Security of Payment Act 1999 (NSW)https://legislation.nsw.gov.au/view/html/inforce/current/act-1999-046Relevant if you intend to build or renovate after purchase. Work Health and Safety Act 2011 (NSW)https://legislation.nsw.gov.au/view/html/inforce/current/act-2011-010Outlines obligations for maintaining a safe workplace on your premises.

Future-Proofing Your Cafe: Legal Insights for Australian Business Owners In this episode of 'Business Know How - Practical Legal Insights for Australian Businesses,' host Melissa Bush delves into the critical foundations every cafe owner needs to establish to ensure a legally sound and successful business. Starting with the selection of the right business structure, registration requirements, and compliance obligations, Melissa provides actionable guidance derived from over 30 years of legal experience. The episode features a recording of her live webinar presented during New South Wales Small Business Month, focusing on the basics of business registrations, food safety standards, and the importance of conducting due diligence. She also introduces the new 'Cafe Kickstart' 12-week course designed to equip cafe owners with essential knowledge and resources to avoid common legal pitfalls and operate confidently. Tune in for a comprehensive overview, practical tips, and valuable insights aimed at future-proofing your cafe business. 00:00 Introduction to Business Know How 00:58 Webinar Introduction: Future-Proofing Your Cafe 08:03 Understanding Business Structures 11:44 Legal Documentation and Registrations 22:13 Food Safety Standards and Compliance 31:31 Cafe Kickstart Course Overview 33:38 Conclusion and Final Thoughts

Managing Supplier Failures and Debt Recovery - Simple Steps for Small Businesses This episode is part of a four-part webinar series for New South Wales Small Business Month, focusing on strategies to handle supplier shortcomings and stress-free debt recovery. Additionally, there are updates on the Cafe Kickstart course with enrollments opening soon, closing on Halloween. 00:00 Introduction to Supplier Issues and Debt Recovery 00:08 Webinar Series Overview 00:17 Cafe Kickstart Course Enrollment 00:28 Enrollment Deadline Reminder 00:35 Welcome to Business Knowhow 00:50 Suppliers, Contracts & Debt - protecting your cashflow

Staffing Your Cafe: Legal Insights for Australian Business Owners In this episode of Business Know How, Practical Legal Insights for Australian Businesses, host Melissa Bush, a lawyer with over 30 years of experience, explores the intricate details of staffing a cafe. As part of the New South Wales Government's small business month, this episode features audio from a webinar focused on engaging workers for cafes. Melissa delves into the classifications of full-time, part-time, and casual employees and explains the legal distinctions between employees and independent contractors. She highlights the importance of proper employment agreements and touches on the concept of sham contracting. Additionally, the episode covers the National Employment Standards and relevant modern awards, providing practical guidance to help cafe owners minimise legal risks and ensure compliance. Melissa also introduces the upcoming 12-week Cafe Kickstart course, which offers comprehensive training modules, Q&A sessions, and valuable resources to help café owners navigate the legal landscape effectively. 00:00 Introduction to Business Know How 00:58 Overview of Today's Episode 02:14 Webinar Introduction: Staffing Your Cafe 06:53 Understanding Employee Classifications 19:31 National Employment Standards and Modern Awards 24:36 Case Studies and Practical Tips 27:46 Cafe Kickstart Course Details 30:08 Conclusion and Upcoming Webinars

In this episode, we delve into the intricate nuances of leasing for cafe owners, emphasizing the critical importance of understanding and negotiating lease terms. Building on insights from the recent webinar 'The Cafe Lease: Your Biggest Business Risk,' we explore key protections under the Retail Leases Act 1994 (NSW) and highlight the potential pitfalls and risky clauses often found in cafe leases. Key topics include the significance of disclosure statements, rent review clauses, hidden costs, and clauses regarding relocation, demolition, incentives, and sale. Additionally, a real-world case from the New South Wales Tribunal illustrates the costly consequences of ambiguous lease terms. Finally, practical advice is given for negotiating new leases and ensuring clarity and legal safeguarding for cafe owners. 00:00 Introduction: The Hidden Dangers of Cafe Leases 01:06 Understanding Retail Leases in New South Wales 02:13 Core Protections for Retail Tenants 03:38 Unique Challenges of Cafe Leases 05:21 Five Dangerous Clauses to Watch Out For 09:49 Real World Example: The Annandale Cafe Case 14:37 Key Takeaways and Practical Tips 17:44 Conclusion and Upcoming Resources https://www.businessknowhow.com.au/webinars

In this episode of Business Knowhow, host Melissa Bush provides practical legal guidance tailored for cafe owners, aligning with the New South Wales Small Business Month. She introduces her series of four webinars covering critical topics such as leasing, staffing, supplier contracts, and future-proofing your cafe. Melissa emphasizes the importance of understanding leases, managing staff legally, securing fair supplier agreements, and protecting your business assets. She also highlights additional events during Small Business Month that complement these webinars, offering opportunities for growth, networking, and comprehensive business education. 00:00 Introduction to Business Knowhow 02:14 Overview of New South Wales Small Business Month 04:16 Webinar 1: Navigating Cafe Leases 06:54 Webinar 2: Staffing Your Cafe Legally 09:51 Webinar 3: Managing Suppliers and Cashflow 12:11 Webinar 4: Future Proofing Your Cafe 14:30 Conclusion and Final Thoughts https://www.businessknowhow.com.au/webinars https://www.smallbusiness.nsw.gov.au/small-business-month 

Unlocking the Benefits of New South Wales Small Business Month Join Melissa Bush in this week's episode of Business Know How, Practical Legal Insights for Australian Businesses. This episode is dedicated to New South Wales Small Business Month, an annual October event that offers free business education, networking opportunities, and practical advice for small business owners. Melissa shares steps on how to get involved, outlines different topics covered in various events, and highlights the importance of engaging with the community. The episode also includes an overview of four free webinars presented by Business Know How, tailored specifically for cafe and hospitality business owners. Tune in to learn how to leverage this powerful initiative to help your business thrive. 00:00 Introduction to Business Know How 00:58 New South Wales Small Business Month Overview 04:03 How to Get Involved in Small Business Month 06:50 Business Know How's Free Webinars 09:41 Regional Business Focus 10:20 Small Business Initiatives Across Australia 12:08 Maximizing Your Small Business Month Experience 13:03 Final Thoughts and Call to Action https://www.smallbusiness.nsw.gov.au/small-business-month https://www.businessknowhow.com.au/webinars https://www.businessknowhow.com.au/kickstart

Understanding Retail Leases: Essential Legal Insights for Australian Business Owners In this episode of Business Know How, host Melissa Bush provides valuable insights into the complexities of retail leasing in Australia. Listeners will learn the key differences between retail and general commercial leases, the protections offered under the Retail Leases Act in New South Wales, and crucial components of a retail lease disclosure statement. The episode emphasizes the importance of carefully reviewing lease documents and consulting legal professionals to avoid costly mistakes. Updates to the Retail Leases Act for 2023 and a real-life case study highlight the significance of attention to detail in lease agreements. 00:00 Introduction to Business Know How 00:58 Understanding Retail Leasing in Australia 02:11 Defining Retail Leases vs. General Commercial Leases 05:24 Key Protections Under the Retail Leases Act 08:33 Retail Lease Disclosure Statement 10:08 Real Case Study: Importance of Disclosure Statements 11:44 Timing Requirements and 2023 Updates 14:22 Conclusion and Final Advice Read about the case dealing with the handwritten amendment to the Disclosure Statement Fair Trading website - Retail Leases Retail Tenancy Guide

In this episode, we delve into the world of franchising in Australia. We explore what franchising is, why it's attractive to business owners, and the different types of franchises available in Australia. The episode also covers the legal aspects, such as the Franchising Code of Conduct, and offers practical advice on buying a new or existing franchise. We'll discuss everything from initial franchise fees and ongoing royalties to the importance of conducting due diligence and understanding your rights and responsibilities. Whether you're new to the idea of franchising or already in the research phase, this episode provides valuable insights and tips to help you make informed decisions. 00:00 Introduction to Franchising in Australia 00:53 Understanding the Basics of Franchising 02:10 Why Franchising is Attractive 03:27 Types of Franchises in Australia 05:26 Legal Aspects of Franchising 07:36 Buying a New vs. Existing Franchise 10:14 Practical Tips for Prospective Franchisees 13:34 Franchisor's Responsibilities and Misleading Conduct 14:28 Handling Disputes and Conclusion https://business.gov.au/planning/business-structures-and-types/franchising https://www.accc.gov.au/business/industry-codes/franchising-code-of-conduct/about-franchising https://treasury.gov.au/franchising-code-of-conduct https://www.asbfeo.gov.au/disputes-assistance/franchising https://www.ato.gov.au/businesses-and-organisations/starting-registering-or-closing-a-business/start...

Navigating the Small Business Simplified Debt Restructuring Scheme: In this episode of Business Know How, Practical Legal Insights for Australian Businesses, host Melissa Bush delves into the Small Business Simplified Debt Restructuring Scheme (SBR). Introduced in 2021 as a response to COVID-19 era insolvencies, the SBR provides a new approach to business survival for those experiencing financial distress. The episode covers what the SBR is, eligibility criteria, timelines, the role of the restructuring practitioner, and practical guidance on how this scheme helps businesses restructure their debts while maintaining operational control. It also debunks common misconceptions and provides essential tips for business owners, bookkeepers, legal advisors, and accountants. 00:00 Introduction to Business Know How 00:58 Overview of the Small Business Restructuring Scheme 04:28 Eligibility Criteria for SBR 05:52 Steps in the Restructuring Process 06:53 Role of the Restructuring Practitioner 07:31 Effectiveness and Recent Trends 09:49 Common Myths and Misconceptions 10:36 Final Thoughts and Resources https://asic.gov.au/regulatory-resources/insolvency https://www.asic.gov.au/regulatory-resources/insolvency/insolvency-for-directors/small-business-restructuring-and-the-restructuring-plan/ Here’s your go-to list of resources: ✅ ASIC Restructuring Guide https://asic.gov.au ✅ ATO Guidance & Debt Help https://ato.gov.au/sbr ✅ Insolvency Practitioners Register https://registers.afsa.gov.au  

Navigating Corporate Disputes: Lessons from the Yin vs. Maalouf Case In this episode of Business Know How, Practical Legal Insights for Australian Businesses, host Melissa Bush delves into a recent Supreme Court case involving a corporate dispute between Mrs. Yin and Mr. Roy Maalouf. The episode covers the case's background, the legal questions raised, and the court's decisions. Key takeaways for business owners include the importance of substance over form in legal agreements, the limitations of ASIC filings, the need for actual loss in misleading conduct claims, and procedural requirements for correcting corporate registers. The discussion emphasizes the critical need for proper legal guidance in managing business ownership and directorship changes. 00:00 Introduction to Business Know How 00:58 Case Overview: Yin vs. Maloof 02:30 Legal Questions and Court Decisions 09:21 Implications for Business Owners 11:18 Conclusion and Takeaways https://www.businessknowhow.com.au/blog/sham_0525

Unlocking the Power of Mediation for Small Business Disputes In this episode of Business Know How, host Melissa Bush, delves into the intricacies of mediation—a crucial alternative dispute resolution method for small business owners. She explains the mediation process, its benefits over litigation, and the specifics under the new Australian Mediation and Dispute Resolution accreditation standards. Melissa also covers the legal areas where mediation is mandatory, offers practical guidance on choosing a mediator, and emphasizes the importance of acting early to prevent disputes from escalating. Whether you're dealing with lease disputes, franchise conflicts, or contract breaches, this episode provides essential insights to navigate and resolve business conflicts effectively. 00:00 Introduction to Business Know How 00:58 The Importance of Mediation for Small Businesses 01:51 Understanding Mediation: Process and Benefits 02:44 The Mediation Process Explained 07:41 Legal Requirements for Mediation 10:24 Comparing Mediation and Litigation 11:41 Key Takeaways and Final Thoughts 14:04 Conclusion and Personal Note https://www.smallbusiness.nsw.gov.au/about-us/our-work/mediation https://qsbc.qld.gov.au/factsheets/mediation/  https://www.vsbc.vic.gov.au/dispute-resolution/how-mediation-works/  https://www.asbfeo.gov.au/disputes-assistance  https://localcourt.nsw.gov.au/help-and-support/alternative-dispute-resolution/types-of-alternative-dispute-resolution/mediation.html 

Understanding Insolvency: Key Insights for Australian Business Owners In this episode of Business Know How, Melissa Bush, a seasoned lawyer with over 30 years of experience, breaks down the complex topic of insolvency and its critical relevance to business owners in Australia. The episode covers what insolvency is, how to recognise warning signs, and the legal ramifications of insolvency as defined by the Corporation's Act of 2001. Melissa shares practical advice on how to navigate potential insolvency, including identifying red flags like chronic cash flow shortfalls, borrowing to cover operational costs, and ignoring tax obligations. She emphasises the importance of acting early and consulting with professionals to potentially recover or find the best path forward, such as restructuring debt or considering voluntary administration. Listeners will learn proactive strategies to prevent insolvency, including maintaining up-to-date financial records, monitoring cash flow, negotiating payment terms, building financial reserves, and more. The episode aims to equip business owners, directors, accountants, and advisors with the knowledge needed to sustain business longevity and avoid the pitfalls of insolvency. 00:00 Introduction to Business Know How 00:58 Understanding Insolvency 03:17 Types of Insolvency Tests 04:21 Recognizing the Warning Signs 05:57 Steps to Take if Insolvency Looms 07:47 Proactive Strategies to Prevent Insolvency 09:45 Conclusion and Final Thoughts https://www.asic.gov.au/regulatory-resources/insolvency/ https://download.asic.gov.au/media/f4moc3we/rg217-published-6-december-2024.pdf

Understanding Small Business Definitions in Australia: Legal and Practical Insights In this episode of Business Know How, host Melissa Bush provides a comprehensive guide to understanding the varied definitions of small business in Australian law. From the Fair Work Act Australian Taxation Office, Australian Securities and Investments Commission, and the Australian Competition and Consumer Commission, Melissa breaks down how each agency defines small business and the implications for legal obligations, financial responsibilities, and access to support programs. She also introduces the New South Wales Small Business Month, highlighting its events and resources aimed at empowering small business owners. By the end of the episode, listeners will have a clearer understanding of which definitions apply to their business and why it matters. 00:00 Introduction to Business Know How 00:58 Understanding Small Business Definitions 03:07 New South Wales Small Business Month 06:38 Fair Work Act: Small Business Employer 08:50 Tax and Financial Definitions 12:07 Why Definitions Matter 14:35 Conclusion and Final Thoughts https://www.smallbusiness.nsw.gov.au/small-business-month Fair Work Australia - What is a ‘small business’? | Fair Work Commission Australian Small Business & Family Enterprise Ombudsman - Welcome | ASBFEO Australian Taxation Office - Small business entities | Australian Taxation Office