The Sale Of Business As A Going Concern Agreement Template is essential for documenting the transfer of operational businesses in Australia. This document is used when a business is being sold in its entirety as an operational entity, rather than as a collection of individual assets. It comprehensively covers the transfer of all business components including tangible and intangible assets, employees, contracts, intellectual property, and operational licenses. The template is structured to ensure compliance with Australian legislation, including the Corporations Act 2001, Competition and Consumer Act 2010, and relevant tax laws, particularly regarding GST-free treatment of going concerns. It includes provisions for both standard and complex business sales, with flexible sections that can be adapted to specific business circumstances while maintaining legal compliance.
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1. Parties: Identifies and provides full details of the vendor and purchaser
2. Background: Sets out the context of the sale, including brief description of the business and intention to sell as a going concern
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles
4. Sale and Purchase: Core agreement to sell and purchase the business as a going concern, including the assets and liabilities being transferred
5. Purchase Price: Details the total consideration, payment terms, deposit requirements, and adjustments
6. Completion: Specifies completion date, pre-completion obligations, completion requirements, and post-completion matters
7. Assets: Comprehensive listing and treatment of all business assets being transferred
8. Employees: Treatment of employees, including transfer arrangements, entitlements, and related obligations
9. Liabilities: Clear delineation of which liabilities are assumed by the purchaser and which are retained by the vendor
10. Vendor's Warranties: Warranties regarding the business, assets, employees, and financial statements
11. Purchaser's Warranties: Warranties from the purchaser regarding capacity to complete the purchase
12. Restraint of Trade: Non-compete and non-solicitation provisions binding the vendor
13. GST: GST treatment of the sale, including going concern provisions
14. Confidentiality: Obligations regarding business information and terms of the sale
15. Notices: Process for giving formal notices under the agreement
16. General Provisions: Standard boilerplate clauses including governing law, entire agreement, and dispute resolution
1. Intellectual Property: Detailed provisions for transfer of intellectual property rights, required when the business has significant IP assets
2. Property Lease: Provisions dealing with transfer or new lease of business premises, required when business premises are leased
3. Stock: Detailed provisions for valuation and transfer of stock, required for businesses with significant inventory
4. Third Party Consents: Provisions regarding obtaining necessary third-party consents, required when key contracts or licenses need transfer approval
5. Earn-out Provisions: Structure for additional payments based on future performance, used when part of purchase price is contingent on future events
6. Due Diligence: Provisions relating to due diligence process and outcomes, required when completion is subject to due diligence
7. Environmental Matters: Specific provisions dealing with environmental liabilities and compliance, required for businesses with environmental risks
8. Information Technology: Provisions dealing with transfer of IT systems and licenses, required for technology-dependent businesses
1. Schedule 1 - Assets: Detailed inventory of all physical 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 being assigned or transferred
4. Schedule 4 - Employees: Details of all employees, including terms of employment and entitlements
5. Schedule 5 - Intellectual Property: Details of all intellectual property being transferred
6. Schedule 6 - Lease Details: Details of any premises lease being transferred or assigned
7. Schedule 7 - Financial Statements: Recent financial statements of the business
8. Schedule 8 - Stock List: Detailed inventory of stock to be transferred
9. Schedule 9 - Plant and Equipment: Detailed list of plant and equipment included in the sale
10. Appendix A - Form of Transfer Documents: Pro forma transfer documents required for completion
11. Appendix B - Handover Checklist: Detailed checklist of items to be addressed during business handover
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