Our team of commercial law solicitors has extensive experience in assisting our clients with buying, selling and merging businesses.
Whether your transaction is large or small or involves the sale or purchase of assets, shares or a combination of both, we can advise and guide you through the entire process from your initial inquiry through to completion.
Purchasing or selling a business can be a life-changing event. As such, it is comforting to know that all legal aspects of the transaction are able to be handled by skilled and experienced legal professionals who will act with your best interests in mind at all times. We recommend you contact Tetlow Legal as early as possible in the sale or purchase process to ensure that we are able to fully assist you with this important life event.
Buying a Business
If you are considering buying a business there are a number of essential steps that we are able to assist you with.
Undertaking Due Diligence
Is the business you propose to purchase financially sound? Due diligence may encompass such things as reviewing the sales history, considering financial records including profit and loss statements, business expenses including wages and running costs (overheads), completing an inventory of all assets and liabilities and interviewing key personnel. If specialist advisers are required, we are able to refer you to experienced professionals.
Before purchasing any business you need to consider which business model or structure will be most appropriate for the type of business you are buying. Options include:
- Conducting the business as a sole trader;
- Purchasing in partnership with one or more other parties;
- Setting up a company structure or trust; or
- A combination of these options.
Each option has its own advantages, risks, and limitations. Tetlow Legal can advise you on the most suitable structure with a view to not only limiting risk but to also long-term growth and potential.
Before purchasing a business we recommend you obtain legal advice to ensure that what is being offered by the Vendor for sale is actually the same as what you think you are purchasing. The optimal time to obtain advice and negotiate contract terms is before the contract is signed, not after.
Once contracts are signed and exchanged Tetlow Legal can advise in relation to the payment of stamp duty, registration of your business name and lodgement of any documents for registration such as commercial leases.
Tetlow Legal can also assist you with any of your other Business Contract needs.
Selling a Business
A key element to successfully selling a business is obtaining early legal advice to ensure that the sale proceeds smoothly.
For any sale of a business, there are multiple matters that need to be considered.
Tetlow Legal can assist you with the preparation of contract documentation, including:
- Confidentiality Deeds (often needed prior to entering into any negotiations with a prospective purchaser);
- Sale of Business Agreements;
- Sale of Share Agreements; and
- Contractor Agreements.
Some or all of these contracts may be required when selling your business.
Structuring the Sale
When selling a business, consideration must be given to the structure of the sale, including:
- Is this a sale of some or all of the shares in the company which owns the business; or
- Is this a sale or all or some of the business assets.
Which path you take will have its own considerations, such as:
- Is it just the business name and goodwill which are included in the sale or are assets such as plant equipment and stock included in the purchase price;
- Employment issues including whether existing employees are to be kept on by the incoming purchaser and liability for existing employee entitlements such as sick leave and annual leave;
- Whether there needs to be a transfer of contracts with suppliers and clients;
- Property considerations including lease arrangements for business premises;
- Additional considerations involved in buying or selling a franchise business; and
- Tax (including GST and capital gains tax) and stamp duty implications.
Tetlow Legal can also assist with negotiating with prospective purchasers regarding terms of the contract including inclusions and exclusions.
If needed, we are also to assist you in accessing specialist business advisers such as financial planners, accountants, and business brokers.