Company Purchase Agreement for Australia

Company Purchase Agreement Template for Australia

A comprehensive legal agreement governed by Australian law that documents the terms and conditions for the purchase and sale of a company, whether through share acquisition or business asset transfer. The agreement details the purchase price, payment terms, warranties, indemnities, conditions precedent, and completion mechanics, while ensuring compliance with Australian corporate law, including the Corporations Act 2001 and other relevant legislation. It includes provisions for due diligence findings, regulatory approvals, and post-completion obligations, tailored to meet Australian legal requirements and commercial practices.

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What is a Company Purchase Agreement?

The Company Purchase Agreement is a fundamental transaction document used in Australian business acquisitions to formalize the purchase and sale of a company. It is essential when one entity wishes to acquire another entity's business, whether through a share purchase or asset purchase structure. The agreement must comply with Australian legal requirements, including the Corporations Act 2001, Competition and Consumer Act 2010, and relevant state legislation. It typically includes detailed provisions covering purchase price, warranties, indemnities, conditions precedent, completion mechanics, and post-completion obligations. The document is crucial for protecting both parties' interests and ensuring a smooth transition of ownership while managing regulatory compliance and risk allocation. It requires careful consideration of Australian corporate law principles, tax implications, and industry-specific regulations.

What sections should be included in a Company Purchase Agreement?

1. Parties: Identification of the buyer, seller(s), and any guarantors

2. Background: Context of the transaction and brief description of the company being purchased

3. Definitions and Interpretation: Defined terms and rules for interpreting the agreement

4. Sale and Purchase: Core agreement to sell and purchase the company shares/assets

5. Purchase Price: Purchase consideration, payment terms, and any price adjustment mechanisms

6. Conditions Precedent: Conditions that must be satisfied before completion can occur

7. Pre-completion Obligations: Obligations of parties between signing and completion

8. Completion: Mechanics of completion, including timing, location, and deliverables

9. Warranties: Seller's warranties about the company, its business, and assets

10. Limitations on Claims: Limitations on warranty claims and seller's liability

11. Tax Indemnities: Specific indemnities relating to tax matters

12. Confidentiality: Obligations regarding confidential information

13. Announcements: Requirements for public announcements about the transaction

14. Further Assurance: Obligation to take further actions necessary to give effect to the agreement

15. Assignment: Restrictions on transfer of rights under the agreement

16. Notices: Process for giving formal notices under the agreement

17. General Provisions: Standard boilerplate provisions

18. Governing Law and Jurisdiction: Law governing the agreement and jurisdiction for disputes

What sections are optional to include in a Company Purchase Agreement?

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

2. Non-competition Covenants: Required when sellers need to be restricted from competing post-completion

3. Intellectual Property Rights: Detailed provisions when IP is a significant asset

4. Employee Matters: Specific provisions for employee transfers or retention

5. Environmental Matters: Required for companies with significant environmental risks or obligations

6. Property Matters: Detailed provisions when real property is a significant asset

7. Transitional Services: Used when seller will provide services post-completion

8. Break Fee: Required when parties want to specify compensation for transaction failure

9. Shareholder Consent: Needed when multiple shareholders are involved

10. Regulatory Compliance: Industry-specific regulations requiring special attention

What schedules should be included in a Company Purchase Agreement?

1. Company Details: Corporate information, share capital, and shareholding structure

2. Warranties: Detailed warranties about the company and business

3. Properties: Details of owned and leased properties

4. Intellectual Property: List of IP rights and registrations

5. Material Contracts: Summary of key business contracts

6. Employees: List of employees and their key terms

7. Insurance: Details of insurance policies

8. Bank Accounts: Company bank account details

9. Completion Deliverables: List of documents to be delivered at completion

10. Permitted Leakage: Agreed exceptions to locked box provisions

11. Data Room Index: Index of due diligence materials provided

12. Disclosed Matters: Specific disclosures against warranties

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

Document Type

Purchase Agreement

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Technology

Retail

Professional Services

Healthcare

Real Estate

Financial Services

Mining and Resources

Agriculture

Construction

Education

Hospitality

Transport and Logistics

Media and Entertainment

Energy

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Risk Management

Compliance

Corporate Secretariat

Treasury

Business Development

Strategy

Operations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Legal Counsel

Managing Director

Finance Director

Company Secretary

Head of Mergers & Acquisitions

Corporate Development Director

Investment Manager

Transaction Manager

Due Diligence Manager

Risk Manager

Tax Director

Business Development Director

Integration Manager

Industries
Corporations Act 2001 (Cth): Primary legislation governing company operations, transfers of ownership, and corporate regulations in Australia, including requirements for share transfers and company structure changes
Competition and Consumer Act 2010 (Cth): Regulates competition aspects of business acquisitions and ensures fair trading practices, including merger control provisions and consumer protections
Foreign Acquisitions and Takeovers Act 1975 (Cth): Governs foreign investment in Australian companies and requires approval from the Foreign Investment Review Board (FIRB) for certain transactions
Income Tax Assessment Act 1997 (Cth): Covers tax implications of company acquisitions, including capital gains tax, stamp duty, and other tax-related considerations
Fair Work Act 2009 (Cth): Addresses employment aspects of company acquisitions, including transfer of employee entitlements and obligations
Personal Property Securities Act 2009 (Cth): Relevant for securing interests in personal property and managing existing security interests during company acquisition
Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth): Ensures compliance with anti-money laundering regulations in business transactions and ownership transfers
State Duties Acts: Various state-based legislation governing stamp duty and other state-level transaction taxes applicable to company purchases
Privacy Act 1988 (Cth): Governs the handling of personal information during due diligence and transfer of customer and employee data
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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