Whether you are selling or purchasing a business you can rely on Tony Laumberg’s over 30 years’ legal experience to provide you with a smooth, reasonably priced transaction backed up by high quality legal advice.

The steps involved in the sale and purchase of a business include:

1. The vendor’s lawyer prepares a Contract for Sale of Business dealing with numerous issues including:

• • the transfer of the business name;
  • the restraint on the vendor competing with the purchaser’s business in terms of time and distance;
  • the trial period the purchaser is to be allowed before settlement and the training period after settlement;
  • the apportionment of the price between goodwill and equipment;
  • the inventory of equipment;
  • whether the business is to be sold as a going concern to avoid payment of GST;
  • whether the purchaser is to get a transfer of the existing Lease or will negotiate a new Lease with the landlord;
  • the transfer of any licences or permits affecting the business;
  • the engagement of the business’ employees by the purchaser and any adjustment for their entitlements;
  • the handing over of customer lists and records to the purchaser; and
  • any warranty as to takings required by the purchaser;

2. Once the purchaser’s solicitor has received the Contract the parties will negotiate the final terms of the Contract. Before an exchange of Contracts takes place, the purchaser should:

• • get their accountant to examine the books and records of the business;
  • decide on the most appropriate legal entity to purchase the business;
    
  • ensure that any loan finance has been approved;
  • obtain a copy of the Development Approval to conduct the business on the premises; and
  • decide whether it is best to get a transfer of the existing Lease or negotiate a new one with the landlord;
    

3. Following exchange of Contracts the parties will take steps to finalise the transfer of Lease or the preparation of a new Lease including providing the landlord with sufficient information to approve of the purchaser as a new tenant, make and reply to Requisitions on Title, sign any required Deed of Restraint, takes steps with ASIC to transfer the business name, carry out a trial of the business, conduct a stocktake shortly before settlement and agree on all necessary adjustments; and

4. At settlement, the parties should ensure, inter alia, that documentation to allow the transfer of the existing Lease or the creation of a new Lease are executed, that any Deed of Restraint is executed, that the balance purchase price after adjustments is paid, that any Tax Invoice is handed over to the purchaser (if no sale of a going concern) and that keys and security devices are handed over to the purchaser.