Business sale agreements Australia

About these documents:

These are agreements for the sale of a business by either a company or a limited liability partnership or one or more individuals.  On another page are agreements for sale of a company, with or without a business.

Who will use these documents?

Key features:

• these agreements are suitable for any type of trade or business;
• extensive use of warranties to encourage full disclosure by the seller;
  Note: warranties have been used only so far as appropriate to the subject matter of the sale.
• designed for the deal to be completed on the same day, not at some future time;
• purchase price apportioned among the assets to simplify tax planning;
• comprehensive list of matters to be done before completion and documents to be handed to the buyer;
• full account taken (for Internet businesses) of intellectual property issues such as domain name transfers and web site hosting;
• provisions to prevent seller setting up in competition;
• suitable provisions for contract to cover transfer of leasehold and freehold property;
• up to 90 individual warranties where required.

These documents (except COM771 and COM781) include provisions for:

• terms of the agreement for sale and list of subject matter of sale;
• allocation of purchase price, when and how it is to be paid;
• what happens to complete the transaction;
• dealing with counting and hand over of stocks;
• responsibility for creditors and debtors;
• seller’s warranties;
• seller’s future activities;
• mediation of a dispute before court action;
• other legal points.

The 90 individual warranties are in sections relating to:

A          Assets

B          Stocks             

C          Accounts

D          Employees

F          Licences, consents and passwords                    

G          Insurance                     

H          Joint ventures and partnerships  

J           Statutory restrictions

K          Litigation

L          Sellers activities

M         Contracts

N          Defective products and services liabilities

P          Freehold properties

Q          Leasehold properties

R          Intellectual property

S          Internet domain names

T          General