Review, advise, negotiate and execute
Navigate risks
Whether you are buying a business or plan to sell an existing business, we help our clients from initial examination and guidance of contracts to settlement.
Inclusion and Exclusions
Understanding business value
We assist in understanding goodwill, reputation and intellectual property affecting the value of business.
We guide clients to consider the implications of:
- buying business with all assets
- assets not included with the sale of business
- business name registration being part of the sale
- PPSR and supplier matters
Type of Sale
Best perspective
We help to determine the most appropriate method for sale or purchase of business based on specific circumstances.
Asset Sale, Business Sale or Share Sale.
Selling or buying a Going Concern
GST/Stamp Duty
If the business is to be sold with everything required for the buyer to continue normal operation (e.g. exclusions do not impact the normal operation of the business) the business will be sold as a ‘going concern’ and savings in GST/Stamp Duty are present.
Sale of Business Agreement
Key details of transaction
We suggest having a Term Sheet, to outline key issues, mainly:
- Business structure
- Physical address
- Names of Selling and Buying parties
- Purchase price and payment terms
- Inclusions of assets
- Inventory, staffing, equipment
- Leases and liabilities
- Warranties, liabilities and non-competition clauses
- Indemnities
- Negotiate to achieve optimal results.
Legal Obligations
Commercial agreements
We suggest checking all agreements relating to the business, in particular:
- Hire purchase
- Equipment licence agreement
- Supplier, distributor and client contracts
- Intellectual Property licences
- Employment contracts
- PPSR registrations
Transfer of Business
Business Compliance
Responsibility of any agreements will remain with the vendor until the transfer is complete. Certain transfers may take longer than others, being prepared avoids delays.
Remember to include items like marketing assets, domain names as well as business administration records.
De-registration will need to completed with the ATO along with cancellations of ABN (if required).
Managing Employees
Provide formal notice
When a business is sold, the employee’s position with the existing owner ends. Employees must be provided with formal notice. Whether the employees cease employment with the business or transfer to the new owner, they are required to receive official notice in writing.
Under all circumstances, providing your employees with as much information about the process as early as possible can be the key to ensuring a favourable transition. Consider preparing your employee contracts and awards before settlement to keep disruptions to business a minimum.
