Vojdani Lawyers
Buying And Selling A Business
Buying or selling a business is a significant commercial transaction that requires careful planning, thorough due diligence, and clear legal documentation. Whether you are acquiring an established business or preparing to exit one you have built over time, the right legal advice helps protect your interests, manage risk, and ensure a seamless transition.
At Vojdani Lawyers, we assist clients across Queensland with all aspects of business acquisitions and disposals, providing practical, strategic advice tailored to your commercial objectives.
Purchasing a Business
Purchasing an established business can offer a faster and often less risky pathway to business ownership. With existing operations, systems, goodwill, and a customer base already in place, it allows buyers to step into a functioning enterprise rather than starting from scratch.
In Queensland, purchasing a business involves a number of critical legal steps that must be handled carefully to ensure the transaction is completed smoothly and the business is well positioned for future success.
Contracts and Documentation
A comprehensive review of the contract of sale and all related documents is essential when purchasing a business. This typically includes reviewing the REIQ business sale contract and any special conditions negotiated between the parties.
Where the business operates from leased premises, it is also critical to review the existing lease, the lessor’s disclosure statement, and the assignment of lease documentation. These documents determine whether the lease can be transferred, on what terms, and whether landlord consent is required.
Due Diligence
Due diligence is one of the most important stages of any business purchase. It involves investigating the financial performance, legal compliance, operational structure, and commercial viability of the business.
This process helps identify potential risks, liabilities, or inconsistencies before completion and allows the purchaser to make informed decisions or renegotiate terms where necessary.
Leasing Arrangements
If the business operates from leased premises, the lease must be reviewed in detail. Key considerations include rent, outgoings, term and renewal options, make good obligations, and any restrictions on use or assignment.
Understanding the lease obligations ensures the purchaser is aware of ongoing commitments and avoids unexpected costs after settlement.
Intellectual Property and Business Assets
A purchaser must carefully assess the intellectual property assets of the business, including trade marks, business names, domain names, patents, and copyright material. It is important to confirm that the seller owns these assets and that they can be validly transferred as part of the sale.
Where appropriate, steps should be taken to register or update ownership of intellectual property or record any assignment in the purchaser’s name following completion.
Licences and Permits
Many businesses require licences or permits to operate legally. As part of the purchase process, it is essential to determine which licences are transferable and which require new applications.
This may include business registrations, liquor licences, food licences, or industry specific approvals. Failure to address licensing requirements can delay settlement or prevent the business from operating post completion.
Employees and Employment Arrangements
It is also important to understand obligations under the Fair Work Act and any applicable awards, particularly where employees will transfer with the business.
Purchasing a Business? We’re Here to Guide You
At Vojdani Lawyers, we guide you through every stage of the purchase process with clarity and precision. From contract review and due diligence to lease assignments, employment matters, and settlement, we ensure your interests are protected and no critical detail is overlooked.
Whether you are acquiring a small business, franchise, or company shares, we provide clear, practical advice tailored to your goals.
Selling a Business
Selling a business is a major financial and legal decision that extends well beyond finding a buyer. Whether you are transitioning to retirement or pursuing new opportunities, a well-managed sale protects the value of your business and ensures an orderly handover.
Proper preparation, careful negotiation, and experienced legal guidance are essential to achieving a successful outcome.
Supporting You Through the Sale Process
We assist business owners at every stage of the sale process, including preparing and negotiating the contract of sale, managing buyer due diligence requests, and coordinating lease assignments and asset transfers.
We also advise on employee entitlements and transitions, regulatory and licensing requirements, and oversee settlement to ensure the transaction is completed efficiently and accurately.
What Is a Sale of a Going Concern?
A sale of a going concern involves the transfer of a business as an operating entity, including its assets, liabilities, employees, premises, and contracts, so that the business can continue operating after the sale.
Where certain requirements are met, a sale of a going concern is exempt from GST. To qualify, both the buyer and seller must be registered for GST, and the business must be capable of continuing operations after completion.
We assist clients in structuring transactions correctly to ensure GST exemptions are applied where available and compliant with legislation.
Frequently Asked Questions
What assets and rights are actually included in a business sale?
A business sale typically includes goodwill, plant and equipment, stock, intellectual property, licences and, in some cases, employees, depending on the agreed terms. Importantly, the exact assets being transferred must be clearly identified in the contract. Not all assets used in the business are automatically included, items such as leased equipment, premises, contracts with third parties, and employee entitlements may require separate assignment, consent, or adjustment. The structure of the sale (for example, an asset sale versus a share sale) will also determine what is transferred, along with the allocation of liabilities, tax consequences, and risk. Careful drafting is essential to ensure the transaction reflects the parties’ commercial intentions and avoids disputes post-completion.
What is the difference between a share sale and a business (asset) sale?
In a business (asset) sale, specific assets of the business, such as goodwill, plant and equipment, stock and intellectual property, are transferred to the buyer. The buyer can generally choose which assets to acquire and which liabilities to assume, subject to the contract and any required third-party consents. In a share sale, the buyer acquires the shares in the company that owns the business. The company itself continues unchanged, meaning all assets, contracts and liabilities (including existing obligations and risks) remain with the company. The structure of the transaction has significant legal, tax and commercial implications for both parties. Careful consideration is required to determine which structure is more appropriate in the circumstances.
Do I need a lawyer to buy or sell a business?
It is strongly recommended that a lawyer be engaged to significantly reduce risk. Proper legal advice ensures contracts are watertight, due diligence uncovers hidden issues, leases and licences are properly transferred, and settlement proceeds without costly errors or disputes.
When should I seek legal advice?
Ideally before signing any contract, heads of agreement, or paying a deposit, as early advice can prevent costly issues later.
Selling Your Business? Speak with Our Legal Team Today
Whether you are selling a small business, franchise, or company shares, we deliver clear, strategic advice designed to protect your interests and achieve the best possible outcome.