Business & commercial

Banking & finance law in Victoria.

Loan documents are drafted by the lender, for the lender. CMK Legal reviews and negotiates commercial finance for borrowers, guarantors and private lenders across Victoria, facility agreements, security documents, construction and development finance, refinances and settlements.

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Solicitor-drafted

Facility and security documents reviewed closely before you commit.

Practical timeframes

Reviews turned around in 2 to 4 business days; urgent settlements accommodated.

Fixed fee, quoted first

Fixed fee for the review and certificate, quoted before we open the file.

Australian commercial law

NCC, PPSA, Corporations Act and Victorian mortgage practice.

What a finance transaction involves.

A commercial finance deal has three layers. The letter of offer sets the commercial terms, amount, rate, fees, term and repayment. The facility agreement contains the machinery: drawdown conditions, representations, financial covenants, reporting obligations, events of default and the lender's discretions. The security package sits underneath, mortgages, general security agreements, specific security agreements, guarantees and PPSR registrations.

Most borrowers read only the first layer. The risk almost always lives in the second and third. A loan-to-value ratio covenant tested annually, a material adverse change clause, a cross-default across unrelated facilities or an all-monies mortgage over the family home can each convert a manageable deal into an existential one.

We act on refinances, purchase and development finance, private and non-bank lending, related-party loans and vendor finance. Where we act for a lender, we prepare and register the security so that the debt is actually recoverable. Where we act for a borrower or guarantor, we identify the terms worth pushing back on and give the independent advice a lender requires before it will settle.

An 'all monies' security secures every debt you owe that lender, now and in the future, not just this loan. It is the single most important clause to understand before you sign a mortgage or general security agreement.

What we check in a finance deal.

The facility terms behind the rate

Drawdown conditions, line fees, break costs, review events, financial covenants and the reporting you have to deliver. A cheaper rate with an annual LVR review can be far riskier than a slightly dearer facility with a fixed term.

The security package and what it captures

All-monies clauses, cross-collateralisation across properties and entities, general security agreements over the whole business, and PPSR registrations. We map exactly which assets are exposed and to whom.

Guarantees and personal exposure

Whether directors and spouses need to guarantee, whether the guarantee can be capped or limited to a specific facility, and what independent legal advice is required before settlement.

Default and enforcement

What triggers a default, whether there are grace and cure periods, whether default interest is a penalty, and what steps the lender must take before appointing a receiver or taking possession.

Come to us before you sign if.

  • You have received a letter of offer or facility agreement
  • You are refinancing and the security package is being reorganised
  • You are being asked to give a mortgage over your home for business debt
  • You are funding a development or construction project in stages
  • You are lending money privately and want it properly secured
  • The lender wants directors' and spouses' personal guarantees
  • You need a solicitor's certificate of independent legal advice
  • You are in default or have received a notice of demand

Send the documents the day you receive them. Lender settlement dates are rarely flexible and the negotiation window is usually the first week.

How a finance matter runs.

  1. 01

    Documents and deadline

    We take the letter of offer, facility agreement, securities and settlement date and quote a fixed fee.

  2. 02

    Review

    Full read of the facility, securities, guarantees and any conditions precedent, mapped against your assets and structure.

  3. 03

    Advice

    A plain-English rundown of obligations, covenants, exposure and the terms worth negotiating.

  4. 04

    Negotiation and conditions

    Amendments put to the lender, conditions precedent satisfied, certificates and searches completed.

  5. 05

    Settlement

    Execution, PEXA or in-person settlement, registration of securities and PPSR, and reporting on the file.

Transparent finance fees.

Facility and security reviews are a fixed fee quoted before we start. Settlements are quoted as a package including searches, registration and PEXA costs, with lender legal fees, stamp duty and registration fees listed separately as third-party disbursements. Solicitor's certificates of independent advice are a small fixed fee.

Request a fixed-fee quote

FAQs

Banking & finance FAQs.

Still unsure? Call us on (03) 9008 7224 and speak to a lawyer, not a call centre.

Can I negotiate a bank's loan documents?
More than most borrowers expect. Standard-form retail documents rarely change, but commercial facility terms, covenant levels, review events, cross-default, security scope, guarantee caps and reporting frequency, are regularly negotiated, particularly where the deal is competitive or you have another offer.
What is an all-monies mortgage?
A security that secures all money you owe that lender at any time, including future and unrelated debts, rather than only the facility being settled. It is standard in bank documents, but it means refinancing one loan can leave a security in place for others, so it needs to be understood before signing.
Do I need a solicitor's certificate?
Lenders require one where a guarantor or borrower is not receiving a direct benefit from the loan, or where there is a risk of undue influence, typically directors' spouses, parents and family trusts. See our solicitor's certificates page; we can usually attend to it within a few days.
What is registered on the PPSR and why does it matter?
Security interests over personal property, plant, equipment, inventory, receivables and the whole of a company's assets under a general security agreement. Registration determines priority between competing creditors and, if a registration is late or defective, the security can vest in a liquidator and become worthless.
What happens if I breach a covenant?
It is usually an event of default, which may allow the lender to charge default interest, demand repayment, refuse further drawdowns or enforce security. Many defaults are technical and can be waived or renegotiated, but only if you raise them with the lender early and with advice.
How quickly can you review a loan?
Standard commercial facilities are reviewed within two to four business days. Where a settlement date is already fixed, tell us when you send the documents and we will work to it.

Related services.

Loan agreements

Private, family and commercial loans documented and secured properly.

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Guarantees & securities

Personal guarantees, mortgages, GSAs and PPSR registrations explained and negotiated.

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Solicitor's certificates

Independent legal advice certificates for guarantors and borrowers, same week.

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Signing a facility or security?.

Send us the documents or tell us what you are planning. Start online in a few minutes, or book a consultation and speak to a commercial lawyer the same business day.

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