“Great products and prime locations mean nothing if opening your doors opens a legal liability floodgate.” – Matt Glynn

Opening a physical store is a huge milestone for any start-up. But if you think it’s just about stock, signage, and sales, you’re setting yourself up for an expensive wake-up call.

The reality? A retail outlet -  whether it’s a boutique, café, showroom, or service location -  is a legal minefield. Regulations are complex, landlord contracts can be ruthless, and compliance mistakes can shut you down overnight.

This article flags the key legal considerations every founder needs to have on their radar from day one.

This is an important stage of the start-up journey because:

◼️Premises Compliance: Your shop location must meet zoning and licensing requirements.

◼️Landlord Leverage: Lease terms can be heavily one-sided in the landlord’s favour.

◼️Safety Obligations: Failure to meet workplace health and safety rules can lead to closure.

◼️Staff Compliance: Employment contracts and benefits must meet legal minimums.

◼️Consumer Protection: B2C stores face strict refund, warranty, and advertising rules.

◼️Brand Protection: In-store branding and signage must not infringe third-party IP.

◼️Insurance Coverage: Retail-specific risks (e.g., slip-and-fall claims) must be insured.

◼️Data Privacy: If you collect customer data (e.g., loyalty programs), privacy laws apply.

◼️Vendor Reliance: Your store depends on supply chain stability and clear vendor contracts.

◼️Reputation Impact: Even minor breaches can cause major PR and valuation damage.

The consequences of not attending to this issue may include the following:

Legal Implications

◼️Inability to enforce lease rights due to vague or unfavourable terms.

◼️Contractual uncertainty in supplier or service agreements.

◼️Exposure to fines for non-compliance with licensing, safety, or consumer laws.

◼️Breach of intellectual property laws through signage or in-store music use.

◼️Failure to protect company IP from competitors.

Founder Relationship Issues

◼️Disputes over who signs leases or personal guarantees.

◼️Friction over funding operational compliance upgrades.

◼️Blame over preventable fines or shutdowns.

Commercial Implications

◼️Sudden revenue loss from forced closure.

◼️Loss of key suppliers unwilling to work without proper contracts.

◼️Negative publicity deterring customers and investors.

Operational Implications

◼️Disruption from safety inspections or enforcement actions.

◼️Delays caused by licensing approval bottlenecks.

◼️Staff turnover from poor compliance with labour laws.

Biz Valuation Issues

◼️Reduced buyer interest due to compliance red flags.

◼️Lower valuation from unresolved lease or liability risks.

The above lists are indicative issues – the relevance of which will depend on your circumstances…

We’ve identified quite a number of potential issues… below are some examples of the types of steps you should consider:

◼️Secure Proper Licensing – Confirm your business activity is licensed for your location.

◼️Review Lease Terms – Engage legal review before signing anything binding.

◼️Plan Fit-Out Compliance – Ensure design meets building codes and fire safety rules.

◼️Vet Your Insurance – Include public liability, contents, and business interruption cover.

◼️Draft Staff Contracts – Ensure compliant terms for working hours, benefits, and termination.

◼️Implement Safety Protocols – Document and train staff on emergency procedures.

◼️Set Refund Policy – Align with consumer protection laws (if B2C).

◼️Check Signage Rights – Avoid infringing trademarks or local advertising bylaws.

◼️Manage Supplier Contracts – Lock in reliable supply terms and quality standards.

◼️Install CCTV Legally – Comply with surveillance and data privacy regulations.

The above suggestions are just a few of the steps you can consider taking. There are many more things that need to be done to ensure the associated risks are effectively and pragmatically dealt with.

Not all risks will materialise - but ignoring them is gambling with your business. Awareness allows you to choose where to spend limited resources without leaving gaping holes that can be exploited.

Case Study 1 – Singapore Café Closure Over Licensing
 In 2023, a popular independent café in Singapore was forced to shut after URA discovered it was operating in a space zoned for offices. Despite strong sales, the business had no legal grounds to challenge the closure because zoning checks weren’t done before signing the lease.

Case Study 2 – UAE Mall Tenant Dispute
 A boutique fashion store in a Dubai mall lost over AED 500,000 in fit-out investments after the landlord enforced a termination clause for “failure to meet sales targets.” The clause, buried in a lengthy lease, allowed the landlord to repossess the unit without compensation.

Case Study 3 – Singapore Retail Safety Prosecution
 A Singapore sports equipment store was fined after a customer was injured when improperly secured shelving collapsed. Investigators found no documented safety checks or maintenance records, resulting in liability and reputational damage.

As a start-up operator you may not be familiar with legal jargon… here are some basics:

◼️Zoning Laws: Rules governing the type of business activities allowed in a location.

◼️Fit-Out: The design and construction work required to make premises operational.

◼️Public Liability Insurance: Insurance covering injury or damage claims from third parties.

Watch out for the legal jargon and refer to the knowledge hub for more plain-language explanations.

A physical store can be a growth engine or a legal liability. By securing the right agreements, licences, and compliance frameworks early, you protect your investment, your customers, and your future valuation.

We help founders protect their brick-and-mortar investments by:

◼️Drafting and reviewing commercial leases

◼️Preparing employment contracts

◼️Advising on consumer protection compliance

◼️Creating supplier agreements

◼️Reviewing insurance policies for adequacy

◼️Drafting in-store policies for safety and privacy

◼️Advising on IP protection for signage and branding

◼️Providing regulatory licensing guidance

◼️Reviewing fit-out contracts

◼️Conducting legal health checks for retail operations