Selling a Business
Business Sale Agreements
for Australian business owners who want to sell their business
Make sure the agreement reflects the deal you've made
A business sale agreement sets out what you're selling, what the purchaser is paying and what needs to happen before the sale can be completed.
Want To Know More?
What is a Business Sale Agreement?
A business sale agreement is a legally binding contract that outlines the terms and conditions under which a business is sold from one party to another.
A business sale agreement includes critical details such as the purchase price, the assets and liabilities being transferred, the timeline for the sale, and any contingencies or conditions that must be met before the transaction can be finalised. It also specifies the responsibilities of both the buyer (purchaser) and the seller (vendor), ensuring that both parties are clear on their obligations and rights throughout the business sale process.
By formalising these terms, a business sale agreement provides legal protection, minimises misunderstandings, and helps facilitate a smooth transition of ownership, helping to safeguard the interests of both parties involved in the transaction.
What needs to be covered when you sell a business?
What is being sold?
Clearly identify the assets, stock, goodwill and other property included in the sale.
Purchase price
Record the price, deposit, payment arrangements and any adjustments
Conditions of the sale
Identify anything that must happen before the transaction can proceed.
Employees
Deal with employees, entitlements and arrangements for transition.
Premises
Address what needs to happen with the lease or other rights to occupy the premises.
Restraints
Set out any restrictions applying to the seller after the business has been sold.
A well drafted business sale agreement
When you're selling a business, a well drafted business sale agreement will:
- be in plain language;
- clearly identify the assets to be sold;
- set out the commercial terms between the parties;
- not contain terms that are unfair or unconscionable;
- include franchise-specific considerations (if the business is a franchise).
The Business Sale Agreement should reflect the commercial deal - not the other way around
Selling a franchise is different
If the business you are selling is a franchise, the Business Sale Agreement is only one part of the transaction.
The sale will usually also depend on the franchisor approving the purchaser and satisfying the franchisor's requirements for the transfer.
If you are selling a franchise business your business sale agreement will include conditions which are relevant to the franchise sale.
Your business sale agreement will also need to be approved by the franchisor.
When selling a franchise business:
- the intellectual property of the business will not be included in the list of assets sold (as the franchisor will own the intellectual property rights).
- the business sale agreement will be subject to the specific conditions required by the franchisor - such as the entry (by the purchaser) into a franchise agreement with the franchisor, or the approval of the purchaser franchisee by the franchisor.
We don't just prepare the business sale agreement. We structure the legal documentation around the commercial deal and work with you through the transaction.
We can:
- prepare the Business Sale Agreement
- advise on the terms of sale
- negotiate amendments with the purchaser's lawyer
- address conditions that need to be satisfied before settlement
- deal with franchise-specific requirements where applicable
- assist with the settlement of the sale
Business Sale Agreement
Ready to sell your business?
A well-prepared Business Sale Agreement starts with understanding the deal you have made.
We can prepare the agreement, guide you through the legal requirements of the sale and assist you through to settlement.
Already agreed the key terms of the sale? Send them to us and we can let you know the next steps.