Commercial & Franchise Lawyers Brisbane

How commercial and franchise law works in Queensland

Buying, selling, leasing or franchising a business in Brisbane means dealing with two layers of law at once. The federal layer is the same across Australia: the Corporations Act 2001, the Australian Consumer Law, the Personal Property Securities Act 2009 and the Franchising Code of Conduct.

Three Queensland rules shape almost every transaction. First, the Retail Shop Leases Act 1994 (Qld) controls how a lease of a retail shop is offered, signed, assigned and disputed. Second, the Duties Act 2001 (Qld) charges transfer duty (often called stamp duty) on the sale of Queensland business assets, including goodwill, meaning the value of a business's reputation and customer base. Third, licences a business trades under, such as a liquor licence under the Liquor Act 1992 (Qld), do not pass automatically to a buyer and must be transferred through the state regulator.

If you are being pushed to sign quickly, several of these laws give you minimum periods to read the documents first. This is general information only.

Leasing a shop in Fortitude Valley or inner Brisbane

Many shopfront, cafe and salon leases in Fortitude Valley, New Farm, Newstead, Spring Hill, South Brisbane and West End fall under the Retail Shop Leases Act 1994 (Qld). Broadly, it applies where premises are in a retail shopping centre (five or more retail businesses under one owner or landlord) or are used wholly or mainly for a retail business listed in the regulation. It does not apply to a retail shop with a floor area of more than 1,000 square metres.

Where the Act applies, the landlord must give you a draft lease and a disclosure statement (a standard form of key facts such as rent and outgoings) at least 7 days before you enter into the lease. You must give the landlord your own disclosure statement at least 7 days before signing as well. Unless you are a major lessee (someone who leases five or more retail shops in Australia), you must also give the landlord a legal advice report signed by a lawyer and a financial advice report signed by a qualified accountant before you enter into the lease. The Act exempts a prospective franchisee from these two tenant-side steps on a new lease, but not a buyer taking an assignment of an existing lease. The 7 days can only be shortened if you sign a waiver notice and a lawyer confirms in the legal advice report that the waiver was explained to you.

If the landlord does not give a disclosure statement, or gives one that is incomplete or misleading in a material way, the Act allows a tenant to end the lease by written notice within 6 months after entering into it. Exceptions apply, for example where the landlord acted honestly and reasonably and you are no worse off.

Leases outside the Act are governed by the lease itself and the general leasing rules in Part 9 of the Property Law Act 2023 (Qld).

Buying or selling a Queensland business: duty, the lease and licences

Queensland still charges transfer duty on business sales. The Queensland Revenue Office lists business assets as including goodwill, a statutory business licence, a business name, rights under a franchise arrangement, intellectual property, and personal property in Queensland such as trading stock, plant and equipment. It says duty may not apply where an agreement transfers only a business debt, a supply right, or intellectual or personal property and no other property (section 37 of the Duties Act 2001 (Qld)), and warns that goodwill can be part of a sale even when the contract does not mention it.

The sale agreement and related documents, including any transfer of lease, must be lodged for duty assessment within 30 days of signing. Late lodgement or payment can attract unpaid tax interest and penalties.

If the business trades from a retail shop, the lease usually has to be assigned (transferred) to the buyer with the landlord's consent. The seller must give the buyer a disclosure statement and a copy of the current lease at least 7 days before the buyer signs the business sale agreement or the landlord is asked to consent, whichever is earlier, unless that period is validly waived. The buyer, unless a major lessee, must give the landlord legal and financial advice reports before the assignment. Under section 50A, a seller and any guarantors are released from liability for the buyer's later defaults only if the seller complied with the disclosure rules and the statement was not defective.

For bars, restaurants and venues, the buyer must apply to the Office of Liquor and Gaming Regulation to transfer the liquor licence and cannot sell or supply liquor until an interim authority to trade is granted or the transfer is approved. The regulator says interim authorities typically take 2 to 3 working days once requirements are met, and most transfers about 2 months. Fortitude Valley is a designated Safe Night Precinct, where certain venues trading after midnight must operate networked ID scanners.

Buying a franchise in Brisbane

Franchising is regulated nationally by the Franchising Code of Conduct, now found in the Competition and Consumer (Industry Codes—Franchising) Regulations 2024. The new Code was introduced on 1 April 2025, with some rules applying from 1 November 2025. The Australian Competition and Consumer Commission enforces it. A franchisor must give you a disclosure document at least 14 days before you sign the franchise agreement, and both sides must act in good faith.

After signing, a new franchisee generally has a 14-day cooling-off period in which to end the agreement. The regulator explains that a franchisee can opt out of cooling-off only where they have, or recently had, a substantially similar agreement with the same franchisor. Opting out removes that safety net.

The Code is rarely the whole picture. Rights under a franchise arrangement are a dutiable business asset in Queensland, and if the outlet is in a shopping centre the retail shop lease rules will usually apply to the premises as well.

Where Brisbane business disputes are resolved

Retail shop lease disputes in Queensland start with the Queensland Small Business Commissioner, not a court. Either side can lodge a dispute notice, and mediations run by video or phone. A mediator cannot deal with the amount of rent or outgoings, a matter already before a court or arbitrator, or a dispute worth more than $750,000.

If mediation does not produce a written agreement, a party does not attend, or the dispute is not settled within 4 months, the mediator must refer an eligible retail dispute to the Queensland Civil and Administrative Tribunal (QCAT), provided the lease did not end more than 1 year before the dispute notice was lodged. QCAT's registry is at Level 8, 259 Queen Street, Brisbane. For other small business leases, the Commissioner can mediate under the Small Business Commissioner Act 2022 (Qld) only if both sides agree to take part.

Contract, business sale and shareholder disputes go to the Queensland courts according to the amount at stake. The District Court deals with civil disputes from $150,000 to $750,000, with smaller claims in the Magistrates Court and larger ones in the Supreme Court. In Brisbane the Supreme and District Courts sit at the QEII Courts of Law Complex, 415 George Street. Franchise disputes follow the Code process: a written notice of dispute, then mediation, conciliation or (if both agree in writing) arbitration if there is no agreed outcome within 21 days.

How Queensland differs from other states

Duty on business sales is set state by state, and Queensland charges transfer duty on goodwill, intellectual property and other business assets, so experience from a sale in another state is not a reliable guide. Queensland also requires most retail tenants and lease buyers to obtain signed legal and financial advice reports before they are bound, and routes retail lease disputes through the Queensland Small Business Commissioner and QCAT. New South Wales and Victoria have their own retail leasing Acts, regulators and tribunals, so interstate templates do not fit here.