Buying or Selling a Business

Buying or Selling a Business

Thinking of selling or purchasing a business?

At face value it may seem like a straightforward transaction but more often than not the transaction is complex and requires legal expertise. We are here to ensure the transaction runs as smoothly and stress free as possible for you.

If you are thinking of selling your business we would be happy to help prepare your contract and explain all the terms clearly. This way you know exactly what you are signing and presenting to a purchaser.

For guidance in selling or purchasing a business, you need experience that you can trust. Our commercial lawyers take the time to understand the set up and running of the business, to help to determine all of the logistical steps that will be required in the transfer and need to be stipulated carefully within the Contract. Our commercial lawyers can ensure that your Contract covers the following:

• An appropriate price breakdown, for which you will need to consult with your accountant;
• A list of what plant and equipment are to be included in the sale;
• How to account for sales between the time of signing the Contract and the settlement;
• How to adjust credit vouchers;
• Restraint of trade;
• Assistance period;
• GST or GST exempt provisions;
• Transfer of leases;
• Transfer of licences, permits, registrations, business names, and material contracts;
• Release of any registered security interests, such as those registered by suppliers of your business.

If you are selling a business that is being run by a Company, then you have options in regards to how the sale is structured. You could sell all assets with the business, and the Purchasers utilises their own business structure to purchase those assets, known as an Asset Sale Agreement. This is the most common option, particularly for small businesses.  Alternatively, you could sell the shares of the existing Company, known as a Share Sale Agreement. We have a Blog Post on our Website that dives further into the differences between these options and what might suit you best. To learn more, you can read the post here.

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We have the expertise to successfully complete a variety of business sales and purchases, be it small or large, for corporations or individuals, throughout Victoria.  Whether you are selling or buying a business, don’t sign a Contract without consulting with one or our commercial lawyers for expert advice.