Selling A Business

• Negotiation of the “deal” with the other party, to get the legal issues properly documented
• Draft the Business Sale Contract
• Drafting a Heads of Agreement (which is preliminary to the Contract), if required
• Addressing the Restraint of Trade issue (non-compete)
• Ensure that the Intellectual Property (such as trade marks, logos, manuals, business names and domain names) that is due to pass with the sale, is appropriately dealt with
• Arrange for the Transfer (assignment) of the lease of the business premises
• If vendor finance is being offered to the buyer, draft tight contractual terms to your interests as the seller
• Deal with Employee matters, including the transfers of employees, leave entitlements in including standard leave and long service leave entitlements and formulas for adjusting those entitlements at settlements
• Transfers of permits required to operate the business
• Tax considerations
• Documenting the process for the transfer of customer contracts and supply contracts that pass with the sale
• Ensuring that your liability in relation to your funding arrangements is discharged

There are different types of processes for different types of sales and different types of businesses.

We will draft all the necessary documentation including (as required): Contract of Sale of Business (Sale Contract).

We are also well experienced in preparing other documents that are sometimes relevant in a sale, including:

• Non-disclosure Agreement (to protect your confidential agreement)
• Heads of Agreement
• Sale of Shares Agreement

This sale document utilised here is generally a Contract of Sale of Business.

Selling a smaller business, such as a small café or mechanic shop will require a fairly straight forward sale of business contract. There may be some employees that will transition to the new owner’s business, which can be costly to the seller if not thought through well.

If there is a lease, you have significant responsibilities as the transferor (assignor) of the lease. If your lender holds secured interest over the business, this will also need to be attended to. These are some of the issues involved in the sale of a smaller business. Our lawyers regularly act for clients in sales of small and family businesses and are well across the issues.

We understand the complexities involved and can make the sale easier and ensure that the terms of contract are clear and you are adequately protected.

Our business sale solicitors also have legal practise experience across multiple areas of law. Experience is required in contract law, property law and employment. Beyond the transfer of the lease or freehold, such matters of restraint of trade often require careful consideration. If employees are staying on, you’ll need to deal with them carefully to ensure you are not left with a huge pay out liability as a seller.

A more sophisticated approach is required for a larger business. There will likely be many complex considerations such as leasing arrangements, complex tax considerations or large-scale employee transfers. Our business sale lawyers are experienced and understand the issues and complexity of transferring larger business to the business purchaser.

We can assist you on an end to end basis, if necessary, in conjunction with your accountants, to assist in negotiating the deal with Non-disclosure Agreements, Heads of Agreement prior to drafting the sale agreement. Our team is sophisticated and is used to dealing with complex commercial transactions. We appreciate the importance of seeking to under to understand your commercial drivers as well.

We will simplify the process well drafted documentation will diminish the risk of a dispute with the purchases.