Our Business sale lawyers add value to your purchase or sale of a business: carefully considering all contingencies in contract drafting and stewarding the deal through to successful completion.
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By far the most common way of selling or buying a business is by way of a business contract that transfers the business’s unencumbered assets. Under this form of sale which is usually “walk-in walk-out”, all debts of the business remain with the seller as do pre-sale creditor and tax liabilities.
The business assets sold usually include goodwill, plant & equipment, lease of the premises, fixtures and fittings, stock and intellectual property. The price of the sale reflects the combined value of each of those components.
Staff can transfer to employment by the buyer without detriment to their employment benefits, or their contracts can be terminated by the seller at the date of completion of the sale.
Our experienced business sale lawyers are expert in ensuring that all protections and precautions are negotiated in your favour – to take account of unforeseen potential hurdles – in your business sale contract.
They are also accomplished in the important steps that precede a business contract settlement, which occur smoothly.
Make sure you agree on exactly what to include in the sale of your business. Establishing what exactly is for sale will help you gain full value your business. – business.gov.au
Our Business Sale Lawyers will expertly assist with as much or as little as you require of each of the following:
- Negotiating the terms and conditions of the sale agreement;
- Reviewing + preparing a contract prepared on behalf of another party to the transaction;
- Securing rights of intellectual property;
- Transferring contracts of supply;
- Due diligence advice prior to settlement;
- Negotiating the assignment of leases;
- Preparing or examining vendor finance security documents;
- Preparing Non-disclosure and Confidentiality Agreements ,
- Pre-contractual Heads of Agreement;
- Franchise deed assignments;
- Preparing restraint of trade covenants;
- Structuring the buyer’s purchase entity;
- Employee transfers, employment contracts and entitlement adjustments for employees;
- Transfer of business names, trademarks, and domain names;
- Transfers of service contracts and permits;
- Adjustments to business debtors;
- Bank etc Loan & Security arrangements.
Transfer of shares in the company
The sale of shares in a company that owns a business is another means of selling a business although it occurs far less frequently. It involves a sale of the company “warts & all” to the buyer, meaning that the buyer acquires all of the company’s assets – including the business – and all of its liabilities.
More informaton on transfer of shares in the company →
Is it better to sell or buy the business or the shares?
The documentation required for the two different methods of asset transfer is different, though the legal costs for a buyer and seller are generally much the same in each case.
More informaton on sell or buy the business or the shares? →
Hospitality business contracts
The value of the goodwill in a hospitality business – restaurant, café or bar – is usually determined in the first instance by reference to future maintainable earnings having regard to historical revenue and then negotiated according to other features of the business including location, reputation etc.
More informaton on Hospitality business contracts →
Real Estate Agency sales & rent rolls contracts
A Rent Roll can be acquired either with or without the agency business that operates it. Rent Roll sales contracts must accommodate many eventualities and provide a mechanism for the transfer of property owners’ “appointments to act” in favour of the Rent Roll buyer.
More informaton on Real Estate Agency sales & rent rolls contracts →
Professional services business sales contracts
Because professional services firms are largely dependent upon recurring client business, a “client schedule” listing those customers, is usually included in the contract documentation.
The sale price is usually comprised of goodwill (calculated by reference to maintainable earnings or cash generation capacity); plant and equipment; and work in progress.
More informaton on Real Estate Agency sales & rent rolls contracts →
Medical & Pharmaceutical business sale contracts
The unique features of the medical + pharmaceutical industries demand deep industry knowledge to ensure your transaction’s success. Issues relating to revenue and expenses must be carefully handled and the retention of management personnel and medical & allied professionals is usually essential. Because of the high value of such acquisitions, the buyer’s finance arrangements and any component of vendor loan should be carefully thought through. In these transactions, an “earn out” is often required.
Contact our business sale specialists today with the queries on your transaction.
Agricultural business sale contracts
Plant and equipment is always an important feature in the sale of an agribusiness. Be sure an accurate inventory is included. Crops, livestock and progeny also require careful attention not least in relation to security interests including those in the form of a PPS registration that my apply in relation to them.
Contact our business sale specialists today with the queries on your transaction.
Regardless of your circumstances, our business sale lawyers will identify issues you may have missed and will help mitigate potentially expensive mistakes that are often associated with the buying or selling of any business.
Looking to get a personalised assessment on the sale or purchase of a business? Why not try our free interactive assessment tool and find out what issues may arise and the precautions & safeguards you can take.