Business Sales Agreement for Australia

Business Sales Agreement Template for Australia

An Australian Business Sales Agreement is a comprehensive legal document that governs the sale and purchase of a business, including its assets, goodwill, and sometimes shares. This agreement, governed by Australian federal and state laws, sets out the terms and conditions of the business transfer, including purchase price, payment terms, warranties, employee arrangements, and post-sale obligations. It incorporates relevant provisions from the Competition and Consumer Act 2010, Corporations Act 2001, and other applicable Australian legislation, ensuring compliance with local regulatory requirements while protecting both parties' interests throughout the transaction.

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What is a Business Sales Agreement?

The Business Sales Agreement is a crucial legal document used in Australian business transactions when one party intends to sell their business to another. This comprehensive agreement is essential for both small business transfers and large corporate acquisitions, providing a legally binding framework that protects all parties involved. It details everything from asset transfers and employee arrangements to warranties and post-sale obligations, ensuring compliance with Australian federal and state legislation. The document becomes particularly important in contexts where significant assets, intellectual property, or ongoing business relationships are involved, and should be customized based on the specific nature of the business being sold, industry requirements, and jurisdictional considerations.

What sections should be included in a Business Sales Agreement?

1. Parties: Identifies and provides full details of the vendor and purchaser

2. Background: Outlines the context of the sale, including brief business description and intention to sell/purchase

3. Definitions and Interpretation: Defines key terms and establishes interpretation rules for the agreement

4. Sale and Purchase: Core terms of the transaction including the assets/business being sold and purchase price

5. Purchase Price and Payment Terms: Detailed breakdown of the purchase price, payment method, and timing

6. Completion: Requirements and process for completion of the sale, including timing and location

7. Pre-Completion Obligations: Parties' obligations between signing and completion, including business operation requirements

8. Due Diligence: Terms regarding the purchaser's investigation of the business

9. Warranties and Representations: Vendor's warranties about the business, assets, and liabilities

10. Employee Matters: Treatment of employees, including transfers, entitlements, and related obligations

11. Restraint of Trade: Non-compete and non-solicitation provisions protecting the purchased business

12. Confidentiality: Obligations regarding confidential information and announcements

13. GST: GST treatment of the transaction and related obligations

14. Dispute Resolution: Process for handling disputes between parties

15. General Provisions: Standard boilerplate clauses including notices, governing law, and entire agreement

What sections are optional to include in a Business Sales Agreement?

1. Intellectual Property: Specific provisions for IP transfer when the business has significant IP assets

2. Lease Assignment: Required when business premises are leased and the lease needs to be transferred

3. Stock: Detailed provisions for handling inventory when it forms a significant part of the sale

4. Earn-out Provisions: Used when part of the purchase price is contingent on future performance

5. Third Party Consents: Required when specific third party approvals are needed for the sale

6. Franchise Arrangements: Needed when the business being sold is a franchise

7. Environmental Matters: Required for businesses with environmental compliance obligations

8. Transition Services: Used when the vendor will provide post-completion assistance

What schedules should be included in a Business Sales Agreement?

1. Schedule 1 - Assets: Detailed list of all assets included in the sale

2. Schedule 2 - Excluded Assets: List of assets specifically excluded from the sale

3. Schedule 3 - Contracts: List of business contracts to be assigned or novated

4. Schedule 4 - Employees: Details of employees including positions, salaries, and entitlements

5. Schedule 5 - Intellectual Property: List of all IP assets including registrations and licenses

6. Schedule 6 - Plant and Equipment: Detailed inventory of plant and equipment included in sale

7. Schedule 7 - Warranties: Comprehensive list of vendor warranties

8. Schedule 8 - Lease Details: Details of any premises leases involved in the sale

9. Appendix A - Due Diligence Requirements: Checklist of required due diligence materials

10. Appendix B - Completion Checklist: List of actions required for completion

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Australia

Publisher

Genie AI

Sector

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Retail

Manufacturing

Hospitality

Professional Services

Technology

Healthcare

Construction

Transportation and Logistics

Agriculture

Education and Training

Real Estate

Food and Beverage

Automotive

Mining and Resources

Entertainment and Media

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Risk and Compliance

Operations

Business Development

Due Diligence

Commercial

Relevant Roles

Chief Executive Officer

Managing Director

Business Owner

Corporate Lawyer

Legal Counsel

Chief Financial Officer

Finance Director

Business Broker

Mergers & Acquisitions Manager

Commercial Director

Business Development Manager

Operations Manager

Company Secretary

Risk Manager

Compliance Officer

Due Diligence Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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