Purchase & Sale of Business
Buying or Selling a Business?
A business sale or purchase involves far more than a single contract — asset and liability allocation, lease assignment, employee transfers and restraint of trade all need to be addressed before you commit. Than & Co advises buyers and sellers on business sale transactions for clients across Bankstown, Marrickville and greater Sydney.
What Buying or Selling a Business Involves
A business sale can be structured as a sale of the business’s assets or a sale of the shares in the company that owns it, and the right structure affects liability, tax treatment and exactly what is being transferred. The process typically involves preparing or reviewing a contract of sale, conducting or responding to due diligence enquiries, dealing with the premises lease, addressing employee entitlements and transfers, and negotiating any restraint of trade that applies once the sale completes.
Because a business sale touches property, commercial and sometimes litigation issues at once, it benefits from a solicitor who can see the whole transaction rather than just the document in front of them. Than & Co has advised buyers and sellers of businesses from our Bankstown office since 1996.
Common Situations We Assist With
- Selling a business — preparing the contract of sale, meeting disclosure obligations, and negotiating terms with the purchaser’s solicitor
- Buying a business — due diligence, reviewing the contract of sale, and negotiating warranties and conditions that protect you
- Asset sales versus share sales — advising on the right structure for your transaction and what it means for liability and tax
- Lease assignment or a new lease — coordinating the transfer or grant of the business premises lease as part of the sale
- Employee transfers — advising on transferring employee entitlements and obligations to the incoming owner
- Restraint of trade clauses — negotiating or reviewing restraints that protect the business without unreasonably restricting your future activities
- Franchise business sales — additional considerations where the business operates under a franchise agreement
How Than & Co Can Assist
Andrew Than, who leads our property and commercial work, brings more than 30 years’ experience across conveyancing, commercial leasing and contractual disputes to business sale transactions — you deal with him directly, not a rotating case handler. That breadth of experience means the lease, the contract of sale and any employment or restraint issues are considered together, not handled piecemeal by different advisers.
We review contracts and due diligence material promptly and explain what we find in plain language. Where terms need to be negotiated, we deal directly with the other party’s solicitor on your behalf. And because litigation experience sits in-house, we’re positioned to flag risk in a sale contract that an adviser without it may not recognise.
Important Legal Considerations
- Asset sale or share sale — this affects what is actually being transferred, who retains existing liabilities, and the tax treatment of the transaction
- Due diligence — a buyer should review financials, leases, licences, contracts and employee entitlements before committing to the purchase
- Conditions and warranties — the contract should clearly allocate risk for matters discovered after exchange but before completion
- Lease assignment — landlord consent is usually required and should be addressed early, not left until settlement is due
- Employee entitlements — accrued leave and other entitlements need to be dealt with correctly under the sale agreement
What Happens Next
- Get in touch with details of the business and the transaction — whether you’re buying or selling
- We review the proposed terms, or prepare the contract of sale, and raise any concerns with you directly
- We confirm our fees before any work proceeds, so there are no surprises
- We conduct or respond to due diligence enquiries and negotiate terms with the other side
- We manage the transaction through to completion, including lease assignment and employee transfer requirements
Frequently Asked Questions
Should I buy the assets or the shares of a business?
It depends on the business, its existing liabilities and your tax position. An asset sale generally lets a buyer pick which assets and liabilities to take on, while a share sale transfers the company as a whole, including its history. We can advise on which structure suits your transaction.
How long does a business sale take to complete?
It varies with the complexity of the business and how much due diligence and negotiation is required, but most straightforward sales complete within a few months of the contract being signed.
Do I need to tell employees before the sale completes?
Timing depends on the circumstances and the terms of the sale agreement. We can advise on when and how employees should be notified, and what obligations apply to their entitlements.
What happens to the lease when a business is sold?
Where the business operates from leased premises, the lease is usually assigned to the buyer or a new lease is granted, and landlord consent is generally required. This should be addressed as early as possible in the transaction.
What does it cost to buy or sell a business?
Fees depend on the size and complexity of the transaction, including how much due diligence and negotiation is involved. We confirm fees in writing before any work begins.
Related Services
Ready to Buy or Sell a Business?
Send us the details of your transaction — we’ll respond promptly with clear next steps.
