Solvency is not always as simple as looking at the balance sheet.

In Part 1 of this three-part Explain That series on insolvency, Andrew Henshaw is joined by Demian Walton to discuss how solvency should be understood in practice, and why businesses, directors and advisers need to look carefully at what sits behind the financial statements.

The episode explores how company accounts can misrepresent solvency, particularly where assets are tied up in shareholder transactions, related party transactions, informal loan arrangements or unpaid present entitlements. These issues can also intersect with Division 7A, creating tax consequences that may increase pressure on both companies and directors.

The discussion covers:

• what insolvency means in practice;
• why financial statements may not tell the full solvency story;
• how shareholder transactions and related party transactions can affect the analysis;
• the interaction between insolvency risk and Division 7A;
• informal loan agreements and unpaid present entitlements;
• how deemed dividends can create significant tax consequences;
• the ATO’s increased scrutiny, audits and compliance activity;
• the importance of benchmark interest rates and integrity measures;
• potential relief under section 109RB;
• how delayed action or poor structuring can lead to statutory demands;
• Director Penalty Notices and personal exposure for directors; and
• why advisers need to understand the overlap between insolvency law and tax risk.

A practical discussion for advisers, accountants, directors and business owners navigating corporate distress, ATO pressure, related party transactions or high-debt business structures in the post-COVID business landscape.

For advice on insolvency, director exposure, ATO audits, Division 7A issues or restructuring risk, contact Velocity Legal’s Insolvency and Tax teams.

A company tax debt can become a director’s personal problem.

When a company fails to meet certain tax obligations, the consequences for directors can be personal and severe. Under the ATO’s Director Penalty Notice regime, directors may become personally liable for unpaid PAYG withholding, Superannuation Guarantee Charge liabilities and GST amounts.

In this episode of Explain That by Velocity Legal, Andrew Henshaw is joined by Director Seamus Ryan and Senior Associate Sascha Kenny to discuss Director Penalty Notices in Australia, including the difference between lockdown and non-lockdown DPNs, and the practical steps directors can take within the strict 21-day deadline.

The discussion covers:

• how the ATO’s Director Penalty Notice regime operates;
• when company tax liabilities can become personal liabilities for directors;
• the difference between lockdown DPNs and non-lockdown DPNs;
• why the 21-day deadline matters;
• unpaid PAYG withholding liabilities;
• Superannuation Guarantee Charge liabilities;
• GST director personal liability;
• practical steps directors can take after receiving a DPN; and
• why directors need to understand the regime before ATO liabilities escalate.

A practical discussion for company directors, business owners, accountants and advisers dealing with unpaid PAYG withholding, SGC, GST, ATO liabilities or director exposure.

For advice on Director Penalty Notices, ATO liabilities or director exposure, contact Velocity Legal’s Insolvency team.

Selling land can create a significant capital gains tax issue, especially where land values have increased substantially over time.

For business owners, farmers and landowners, the small business CGT concessions can make a major difference when selling land. But the rules are often misunderstood, and with the ATO increasing its scrutiny of CGT claims, taxpayers and advisers need to understand how the concessions apply before relying on them.

In this episode of Explain That by Velocity Legal, Andrew Henshaw is joined by Tyson Bateman to discuss small business CGT concessions, how they may apply when selling land, and why careful planning can affect the tax outcome.

The discussion covers:

• how capital gains tax can arise on the sale of land;
• why the small business CGT concessions can be valuable for business owners, farmers and landowners;
• common misunderstandings about CGT concessions for small business;
• why rising land values can make CGT planning more important;
• the ATO’s increasing scrutiny of CGT concession claims;
• practical issues when applying small business tax relief rules;
• how landowners and advisers can approach CGT planning before a sale; and
• why the legal and tax position should be reviewed before relying on a concession.

A practical discussion for business owners, farmers, landowners, accountants and advisers dealing with capital gains tax on selling land, small business tax relief or ATO scrutiny of CGT claims.

For advice on small business CGT concessions, land sales, capital gains tax or CGT concession claims, contact Velocity Legal’s Tax team.

Unfair contract terms are not new, but the consequences for businesses have changed.

For businesses that use standard form contracts, Australia’s unfair contract terms regime is no longer something to treat as a low-risk compliance issue. Businesses, advisers and in-house legal teams should understand how the regime applies, what has changed, and why contract templates should be reviewed before they create avoidable risk.

In this episode of Explain That by Velocity Legal, Andrew Henshaw is joined by Lauren Gross to discuss unfair contract terms in Australia, the latest updates to the regime, and what those changes mean for businesses in 2025.

The discussion covers:

• what unfair contract terms are;
• why the unfair contract terms regime matters for Australian businesses;
• recent updates to Australia’s unfair contract terms regime;
• what the changes mean for businesses, advisers and in-house legal teams;
• why standard form contracts should be reviewed carefully;
• how businesses can reduce risk when drafting or updating contracts; and
• practical steps to help businesses stay compliant and draft better contracts.

A practical discussion for business owners, advisers and in-house legal teams who use, review or negotiate business contracts.

For advice on unfair contract terms, contract drafting, commercial agreements or contract review, contact Velocity Legal’s Commercial team.

In this episode of Explain That by Velocity Legal, host Andrew welcomes back Brad Marland, Director at Velocity Legal, to unpack the commercial leasing landscape in 2025.

With businesses navigating a tenant-friendly market, Brad reveals the biggest red flags in lease agreements, from make good clauses and outgoing traps to relocation risks and rent review strategies.

Whether you're a tenant, adviser, or landlord, this practical conversation delivers critical insights for negotiating smarter and avoiding hidden costs. Perfect for business owners, property managers, and commercial agents alike.

Connect with us at https://www.velocitylegal.com.au/

In this episode, we introduce Brad Marland, Velocity Legal’s newest director and a leading expert in property and commercial law. Join us as we explore his journey in the legal industry, his approach to solving complex property and commercial matters, and what clients can expect from his expertise. Whether you’re navigating a high-stakes transaction or looking for strategic legal insights, Brad’s got you covered.

Unpaid present entitlements have long been one of the most misunderstood areas of Division 7A.

For business owners, accountants and tax advisers, the treatment of UPEs can affect private company tax risk, trust distributions and compliance exposure. The decision in Commissioner of Taxation v Bendel is central to the discussion, particularly for advisers dealing with UPEs, trusts and private company tax issues.

In Part 2 of this Explain That series on Division 7A, the discussion turns to tax risk, unpaid present entitlements and what the Bendel decision means for business owners and advisers.

The discussion covers:

• what UPEs really are and why they have been misunderstood;
• what the Bendel decision changes;
• what the Bendel decision does not change;
• why advisers should not assume clients are “home and hosed”;
• Subdivision EA risks and why they still need to be considered;
• what business owners, accountants and tax advisers should do next;
• whether legislative reform may be coming; and
• what advisers should watch for when advising clients with private companies, trusts and unpaid present entitlements.

Following Part 1, which focused on common Division 7A tax traps involving private companies, company loans, deemed dividends and use of company assets, this episode looks more closely at UPEs and the tax risks that remain after Bendel.

A practical discussion for business owners, accountants and tax advisers dealing with private companies, trusts, unpaid present entitlements, Division 7A compliance or ATO risk.

For advice on Division 7A, unpaid present entitlements, private company tax issues or trust-related tax risk, contact Velocity Legal’s Tax team.

Division 7A can turn what looks like ordinary use of company money into a tax problem.

For private companies, business owners and advisers, the risks often arise when company funds or assets are used informally. Unpaid present entitlements, company loans, deemed dividends, withdrawing company funds and personal use of company assets can all create issues if they are not identified and addressed under the relevant compliance rules.

In Part 1 of this Explain That series, Andrew Henshaw is joined by Archana Manapakkam to discuss Division 7A, why it matters for private companies, and how business owners and advisers can reduce the risk of unexpected tax consequences.

The discussion covers:

• what Division 7A is and why it matters for private companies;
• common mistakes business owners make when withdrawing company funds;
• how company loans can be treated as deemed dividends;
• what deemed dividends can mean for tax bills;
• unpaid present entitlements and ATO compliance risks;
• the risks of using company assets for personal purposes; and
• key compliance rules accountants and tax advisers need to understand.

A practical discussion for business owners, accountants and tax advisers dealing with private companies, company loans, unpaid present entitlements, deemed dividends, personal use of company assets or Division 7A compliance risk.

For advice on Division 7A, private company tax issues, unpaid present entitlements, company loans or ATO compliance risks, contact Velocity Legal’s Tax team.

Choosing a franchise is not only a commercial decision. It also involves legal obligations, ongoing business commitments and a long-term relationship with the franchisor.

In Part 3 of this Explain That franchising series, Andrew Henshaw is joined by Greg Thomas to discuss the key issues franchisees should consider before entering a franchise arrangement, including franchise agreements, disclosure documents, due diligence and ongoing compliance with the franchisor’s systems.

Following Part 1 on the fundamentals of franchising and Part 2 on legal and business considerations for franchisors, this episode shifts focus to the franchisee’s position and the practical risks that can arise when selecting, operating or expanding a franchise business.

The discussion covers:

• how franchisees should approach selecting a franchise;
• why franchise agreements need to be understood before signing;
• the role of disclosure documents in the franchise process;
• the importance of due diligence before committing;
• territory exclusivity and why it matters;
• ongoing compliance with the franchisor’s systems;
• risks associated with entering long-term agreements without a clear exit strategy;
• potential challenges of operating multiple franchise locations;
• why good communication with the franchisor matters; and
• the importance of understanding legal obligations and business commitments before entering the arrangement.

A practical discussion for prospective franchisees, existing franchisees, business owners and advisers considering the legal and commercial issues involved in entering or operating a franchise.

For advice on franchise agreements, disclosure documents, due diligence, franchise obligations or franchise business arrangements, contact Velocity Legal.

Turning a business into a franchise system requires more than a strong commercial idea.

In Part 2 of this Explain That franchising series, Andrew Henshaw is joined by Greg Thomas to discuss the key legal and business considerations for franchisors, including the advice, documents and systems that should be considered before expanding through a franchise model.

Following Part 1, which introduced the fundamentals of franchising, this episode focuses on the franchisor’s position and the issues that can shape how a franchise network is structured, documented and managed.

The discussion covers:

• why franchisors should obtain advice from legal, financial and business professionals;
• the role of intellectual property in a franchise system;
• asset protection considerations for franchisors;
• how franchisors should think about structuring the franchise system;
• key franchise agreement terms;
• royalty fees and how they fit within the franchise model;
• franchisee selection and why it matters;
• compliance with the Franchising Code of Conduct;
• the importance of long-term support for franchisees;
• maintaining strong relationships with franchisees; and
• ensuring consistency across the franchise network.

A practical discussion for business owners, franchisors and advisers considering how to structure, document and manage a franchise system.

For advice on franchise agreements, franchise system structuring, Franchising Code compliance or related commercial issues, contact Velocity Legal.