Purchase & Sale of Business

Purchase & Sale of Business

At Cyngler Kaye Levy Lawyers our experienced Commercial & Property Lawyers have been assisting our business clients for over 25 years to negotiate and document the transfer of their businesses.

Whether you are a Vendor or Purchaser, there are many things to consider when transferring a business and obtaining sound commercial advice at the outset is crucial to avoiding many of the most common pitfalls.

The Top things to consider when buying or selling a business are:-

  1. Contracts for Purchase or Sale of a Business
  2. Goodwill – assessment of Goodwill (working in conjunction with your Accountant)
  3. Stock – assessment of stock and how to value the stock
  4. Debtors – assessment of Debtors
  5. Premises – Contract for Sale of Property (if the purchase of the business also involves purchasing the factory, building, farm etc)
  6. Lease – Assignment of Lease negotiations for the premises with the Landlord’s representatives
  7. Equipment – Assignment of Lease of Equipment and negotiations with the suppliers
  8. Licences – Transfers of Licences eg. Council footpath licence for restaurants, Liquor Licence
  9. Franchise – Transfer of a Franchise including negotiations with both the Franchisee and the Head Franchisor
  10. Intellectual Property – Transfer of Trademarks and Patents, and transfer of business names and logos
  11. Supplier Agreements – Negotiating the continuation of agreements with suppliers
  12. Restraints of trade on the Vendor
  13. Legal Structures – Establishing or deconstructing legal entities such as Companies, Discretionary Trusts, Unit Trusts and Partnerships
  14. Employee contracts – Establishing liability for continuing employees’ entitlements (Annual leave, sick leave, leave loading, long service leave etc)
  15. Wills, Powers of Attorney & Insurance to protect business partners or family members in the event you are no long able to operate the business

Whether you have previous experience as a business owner or want to commence as a new business owner, there are many aspects to consider when buying or selling a business.

The Top mistakes made when purchasing & selling a business are:-

  1. Trial Period – missing out on negotiating a trial period and retaining the services of the Vendor to train the Purchaser and new staff
  2. Retention – missing out on retaining current key employees
  3. Zoning – not checking that the current use of the property complies with the zoning
  4. Planning Permit – not checking that the property is issued with a valid planning permit.
  5. Saleable stock – not counting saleable stock figures correctly.
  6. Demolition clauses – not checking that the lease does not include a demolition or refurbishment clause giving the right to the Vendor to remove you and redevelop the building within the lease term
  7. Lease options – not making sure that the lease provides for options past the current lease and that notification periods to exercise options have not expired
  8. Future liability – not accounting for the future liability for the sale of gift vouchers and promotions to be redeemed in the future
  9. Finance arrangements must be in place with the plant and equipment and the necessary transfers required
  10. Licences, Permits, Quotas – not obtaining legal advice to determine if the licences, permits and quotas of the business are transferable.

Getting sound legal advice before entering into a contract to sell or purchase a business will ensure you are aware of all your rights and obligations and can proceed with a smooth settlement.  Call our office if you would like to discuss with our experienced Property Lawyers your purchase or sale.

Please do not hesitate to contact our experienced Lawyers on +61 3 9500 1722 for advice with your purchase or sale, request a cost estimate or email an enquiry.

Return to top of page…