Commercial & Franchise Lawyers Parramatta

How does commercial and franchise law work for a Parramatta or Western Sydney business?

If you are buying a cafe in Merrylands, selling a workshop in Blacktown, taking over a shop lease in Penrith or signing a franchise agreement for a site in Liverpool, you are dealing with two layers of law at once. Federal law covers companies (the Corporations Act 2001), franchising (the Franchising Code of Conduct), misleading conduct and unfair contract terms (the Australian Consumer Law) and security interests over equipment and stock (the Personal Property Securities Act 2009). New South Wales law covers the parts that are tied to the premises and the transaction itself: retail leases, transfer duty, liquor and other state licences, and the courts and tribunal that decide disputes.

Most matters here are transactions, not court cases. They start with a document you have been asked to sign, often with a deadline: a heads of agreement from a broker, a contract for sale of business, a lease or a franchise pack. Deposits, personal guarantees and lease obligations usually bind you from the moment you sign, so the time to ask questions is before that.

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

Revenue NSW confirms that on 1 July 2016 transfer duty (often still called stamp duty) on the sale of business assets such as goodwill, intellectual property and statutory licences was abolished. Goodwill means the value of the business's reputation and customer base.

Duty has not disappeared altogether. Revenue NSW says duty is still payable when the sale includes land or an interest in land, and it gives a transfer of lease as an example. Plant and equipment that is permanently fixed to the premises, and some movable goods sold together with dutiable property, can also be counted. Where duty applies it is paid by the purchaser, within three months of the date the agreement is first signed. How the price is split between the different assets in the contract therefore matters.

Two other NSW steps often control the timetable. If the business trades from leased premises, the landlord's consent to the transfer (called an assignment) of the lease is usually a condition of the sale. If the business sells alcohol, the liquor licence must be transferred through Liquor & Gaming NSW under the Liquor Act 2007. The NSW Government says a complete application generally receives provisional approval within ten business days, the business can keep operating while the application is assessed, and the transfer is confirmed about 60 days later if there are no objections.

A buyer should also search the Personal Property Securities Register (the national register of security interests over things like equipment, vehicles and stock) so that a financier's interest does not follow the assets to you.

Retail leases in NSW: the rules Western Sydney shop owners need to know

The Retail Leases Act 1994 (NSW) applies to most shops in Western Sydney's centres and strips. The NSW Small Business Commissioner explains that the Act generally covers premises under 1,000 square metres used for a retail business listed in Schedule 1 of the Retail Leases Regulation 2022, or located in a retail shopping centre, where the lease runs for at least six months and less than 25 years.

Before the lease is entered into, the landlord (the lessor) must give the tenant (the lessee) a written lessor's disclosure statement at least seven days beforehand. It sets out the rent, outgoings, fit-out obligations and trading hours. The tenant then has seven days to return a lessee's disclosure statement recording any promises they are relying on. If a cash bond is taken, the landlord must deposit it with the NSW Government's Retail Bond Scheme within 20 business days of receiving it. The landlord must register a retail lease with a term of more than three years with NSW Land Registry Services within three months of it being signed by both parties, and landlords must not ask for key money.

When you sell, section 41 of the Act sets the assignment process. You ask the landlord for consent in writing, give the proposed tenant the lessor's disclosure statement and an assignor's disclosure statement, and give the landlord information on the proposed tenant's financial standing and business experience. The landlord must respond within 28 days of receiving all the information. Giving the assignor's disclosure statement at least seven clear days before the assignment is what protects an outgoing tenant from ongoing liability under the lease.

Leases of offices, warehouses and industrial units usually fall outside the Act and are governed by the lease document itself, which makes the wording you sign even more important.

Franchise agreements: federal rules that apply to a NSW franchise

Franchising is regulated nationally by the Franchising Code of Conduct, a mandatory industry code under the Competition and Consumer Act 2010 that is enforced by the ACCC. A new version of the Code started on 1 April 2025, with some rules applying from 1 November 2025.

The ACCC states that a franchisor must give a prospective franchisee the disclosure document at least 14 days before the franchise agreement is signed. After signing, a franchisee may terminate within 14 days of entering into the agreement (the cooling-off period), and the franchisor must return money paid within 14 days of being notified, less reasonable expenses in some cases.

Two NSW issues sit alongside the Code. Many franchisees occupy their shop under a lease or licence held through the franchisor, so the Retail Leases Act 1994 (NSW) disclosure rules still need to be checked. And the ACCC notes that a franchisor cannot make a franchisee resolve a dispute outside the state or territory where the franchisee's business is based, which for a Western Sydney franchise means NSW. The process starts with a written notice of dispute; if there is no agreement within 21 days, either side can go to mediation or conciliation, and the Australian Small Business and Family Enterprise Ombudsman can appoint the practitioner.

Where do commercial disputes start if your business is in Parramatta?

For retail lease disputes, NSW has a compulsory first step. NCAT states that mediation is compulsory for most retail lease claims, so you apply to the NSW Small Business Commissioner first. There is no application fee, and the Commissioner's published cost of a formal mediation is $330 per party for up to four hours. If mediation fails, the Commissioner issues a mediation certificate, which you attach to an application to the NSW Civil and Administrative Tribunal (NCAT). Under section 68 of the Retail Leases Act 1994, an application for an order in the nature of an injunction, for example to stop a lockout, can be accepted without mediation.

NCAT's Consumer and Commercial Division can decide retail lease claims up to $750,000 for leases entered into on or after 1 July 2017 ($400,000 for earlier leases), and an application must be lodged within three years of the liability or conduct complained about. NCAT lists a Parramatta Registry at Level 5, 9 George Street, and Consumer and Commercial Division registries at Penrith (corner of Belmore and Station Streets) and Liverpool (Level 7, 35 Scott Street).

Other commercial claims, such as an unpaid purchase price or a broken supply contract, go to the courts. The Local Court of NSW hears civil claims up to $100,000, with a Small Claims Division for claims up to $20,000. The District Court of NSW hears claims from $100,001 to $1,250,000. Both sit at the Parramatta courthouse at 12 George Street. Larger or more complex company and commercial disputes are heard in the Equity Division of the Supreme Court of NSW in the Sydney CBD, which runs dedicated commercial and corporations lists.

How NSW differs from other states

The federal rules on franchising, companies and unfair contract terms are the same everywhere in Australia. The state rules are not. Queensland, for example, still charges transfer duty on Queensland business assets including goodwill, while NSW abolished that duty in 2016. Each state also has its own retail lease Act with different disclosure documents, time limits and dispute bodies, so a lease checklist written for another state cannot safely be used for a shop in Parramatta.