Buying or selling a business can be exciting, yet it’s a very important decision. So, it’s important that you have the right team behind you to ensure the process goes smoothly.

Unified Lawyers have a team of property and commercial lawyers and conveyancers who specialise in helping clients buy or sell a business. Whether you’re a sole trader, a start-up or limited liability company we can help you.

Unified Lawyers has offices across Sydney CBD, Bondi, North Sydney, Parramatta and Marrickville for your convenience. We are a top rated Sydney property law firm that specialises in all areas of property law including commercial, retail and residential conveyancing, leasing and off the plan conveyancing.

We have won and been nominated for several legal awards in Sydney and specialise specifically in property law.

“Unified Lawyers rated top three best property lawyers in Sydney for 2017, 2018, 2019, 2020, 2021, 2022, 2023 and 2024”

Source: Threebestrated.com.au

Buying a business can either be the best or the worst decision of your life.

Having the right legal team behind you ensures that every step of the process is handled with the utmost care and attention so that you can get the best possible deal

What is involved in buying a business?

There are a number of steps involved in buying a business. First you need to find a business that you want to purchase. Once you’ve found the right business, you should then start considering:

• The financial position of the business, for example, does it have good cashflow? What types of outgoings does it have such as the cost of employees or contractors?  Are there any employee termination payments coming up? Are there any debts associated with the business, for example, any debts to suppliers?
• The business assets, for example, are there any business assets excluded from the sale? Do the owners of the business owe any debts on the business assets included in the sale? Does a third party own a major business asset that is required to operate the business and if so, what happens to those assets after the business changes hands?
• What intellectual property and goodwill applies to the business?
• What regulations or restrictions does the business operate under?
• Are you familiar with the industry and the nature of the business?
• Does the business have a liquor license or are trading permits required?
• What are the current lease terms?
• Does the business have all the required consents/approvals to legally operate?
• Are there any warranties or staff contracts to consider? Do those employee or contracts contain employee entitlements for sick leave and long service leave?
• Who are the business’s clients? You should aim for businesses that have a diverse customer base rather than just a few large customers.
• Does the business have a long term growth plan? How will you sustain that growth plan?
• Will you enjoy running the business?

If you’ve found a business that you want to purchase but you’re unsure if you’re making the right decision, then give our property and commercial lawyers a call.

Reviewing the Contract of Sale

The contract of sale is the most important document as it outlines all the terms and conditions of the sale. This is why it is very important to get the Contract reviewed by a lawyer from Unified Lawyers as we have the knowledge and expertise to analyse it with a fine-tooth comb.

Our property and commercial lawyers will review the proposed terms of the purchase including your GST or stamp duty obligations, negotiate the terms of the contract and help determine whether you need any consent from government authorities.

Deposits

Generally, the buyer should pay a deposit after the parties have agreed to the terms of the sale. The deposit is usually 5%-10% of the total purchase price, but this can be negotiated.

We can help with handling the deposits and negotiate the terms on your behalf. This may include:

• the monetary value of the deposit
• when it should be paid and who it should be paid to
• what will happen if the vendor or seller changes their mind about the sale?

Due diligence

Due diligence is very important and you should take the time to do your research so that you can make an informed decision. You should research anything that may apply to your business purchase, such as:

• Will I need to apply for any registrations?
• What happens to the existing leased premises? Will I need to sign a new lease? What will happen to any current leased business premises?
• What are my GST obligations?
• Is there a franchise agreement? If so, what are the terms of the franchise agreement?
• Do I need to apply for any trading consents?
• Who are my financiers and what information do they want?
• Can I retain the business name?
• What are the staff retention rates? is there high turnover or a stable workforce?
• Does someone else other than the owners have an interest in the business?
• Do I need to undertake a qualification to operate the business?
• Has there been any complaints against the business or notices or orders issued by any government organisation, for example council, against the owners regarding the business?

We will help you every step of the way until the business transaction is complete.

Questions to ask a vendor

There are many questions that you need to ask a vendor when you are considering buying a business. Some of the questions may include:

• When was the business last valued and what methods were used in the valuation?
• How are you buying the business? Are you buying a share or the total asset?
• What is the state of the business’s financial affairs?
• Are the financial records accurate?
• Does the business have a business plan for the future?
• Is there a handover period?
• What permits or licences are required?
• Will existing employees be retained after ownership is transferred?
• Is there a restraint of trade clause in the sales agreement?

These are just some of the questions that you should ask a vendor. After you have asked a vendor these questions and compiled all the documentation, we will review it and provide you with impartial legal advice.  We normally work very closely with your accountant and/or financial adviser to ensure your financial and legal interests are protected.

The end goal

Most people buy businesses because they want to secure their financial future. When buying a business, you want to make sure that the business you are trying to acquire gets transferred to you with no hassles.

This is why we are here.

Unified Lawyers are specialists in reviewing and conducting the purchase transaction to make sure you receive exactly what you purchased.

Final points to consider when buying a business

Buying a business is a complex process and before you sign on the dotted line, you need to ensure that you’ve done your due diligence and enlisted the services of a professional and respected business lawyer.

If you have a lot of equity in the business, then selling it can give you the opportunity to free up the capital to embark on new ventures such as starting a new business or diversifying your personal assets.

What is involved in selling a business?

There are many components involved when you are selling a business.

You need to understand the process and decide on a price, which may involve getting the business valued. You need to find potential buyers and get all the documents in order including the business sale contract and other important documentation, such as lease agreements or other important financial information that a buyer wants to know before they agree to buy the business.

We can help with all of this.

When you have found a potential buyer for the business, we will help negotiate the terms on your behalf. For example, you may only want to sell the assets rather than the goodwill or the business name. If the buyer wants to include a vendor restraint clause but you are not in favour of that, then we can handle the negotiations for you.

After the negotiations are finalised and both you, and the other party are happy, we can prepare the required paperwork for you and take care of the entire transaction up to and including settlement.

We have negotiated hundreds of business sale and purchase agreements and are available to have a friendly chat.

Preparing for a business sale

If you’re selling your business then undoubtedly you want to get the best price for your asset with the least headaches. Our team of property and commercial lawyers can help you prepare your business for sale. You will need to consider many issues when preparing your business for sale including:

• the business valuation. Knowing what your business is worth will help you get the right price for your business.
• what you are actually selling: are you just selling the tangible assets like property and fittings or are you selling the patents, goodwill and business name as well?
• the staff agreements: will employees be retained or will their employment contracts be terminated when the business is transferred to a new owner? How much superannuation will you need to pay before you sell the business?
• What are the tax implications of the sale?

There is a lot to consider when preparing your business for sale even before you have prepared the sale contract. Unified Lawyers are qualified in guiding business owners throughout this comprehensive process so that the price you sell the business for accurately reflects its value.

The Contract of Sale

When you’ve decided that you want to sell your business and have found a buyer, one of Unified Lawyers experienced legal team will draft the contract of sale.

The end goal

Selling a business is not a quick endeavour. It may take months, or even years to get the business ready for sale.

As a property law firm, we will advise you on any legal issues that may arise throughout the process.

We will also explain any terms that you’d like clarification on so that you can make an informed decision.

Final points to consider when selling a business

Selling a business is a huge decision that should not be taken lightly. It can take months of effort. As a top rated Sydney law firm, Unified Lawyers will be right there with you to  manage the sale process, from initial negotiations right through to settlement day when the funds land in your bank account. During the process, we will answer any questions you have and keep you updated with any developments along the way