Sale Of Business As A Going Concern Agreement for New Zealand

Sale Of Business As A Going Concern Agreement Template for New Zealand

A comprehensive legal agreement governed by New Zealand law that facilitates the transfer of an operational business from a vendor to a purchaser as a going concern. The agreement covers all aspects of the business sale including assets, liabilities, employees, contracts, intellectual property, and operational requirements. It incorporates specific provisions required under New Zealand legislation, particularly regarding GST treatment, employment rights, and fair trading requirements. The document ensures compliance with New Zealand's legal framework while protecting both parties' interests throughout the business transfer process.

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What is a Sale Of Business As A Going Concern Agreement?

The Sale Of Business As A Going Concern Agreement is a crucial document used when transferring ownership of an operational business in New Zealand. It is specifically designed to comply with New Zealand's legal framework, including the Goods and Services Tax Act 1985, Employment Relations Act 2000, and other relevant legislation. This agreement is essential when a business is being sold in its entirety as an operational entity, rather than just its assets. It covers comprehensive details including the transfer of assets, assumption of liabilities, employee arrangements, assignment of contracts, intellectual property rights, and operational continuity. The document is structured to ensure the business can continue operating seamlessly after the transfer while protecting both the vendor's and purchaser's interests. It includes specific provisions for GST zero-rating of going concerns and addresses key New Zealand regulatory requirements.

What sections should be included in a Sale Of Business As A Going Concern Agreement?

1. Parties: Identification of the vendor and purchaser, including full legal names and addresses

2. Background: Context of the transaction, description of the business, and parties' intentions

3. Definitions and Interpretation: Defined terms used throughout the agreement and interpretation rules

4. Agreement to Sell and Purchase: Core agreement to sell the business as a going concern and purchase price

5. Assets Included in Sale: Comprehensive list of tangible and intangible assets included in the sale

6. Liabilities and Excluded Assets: Clear statement of what liabilities are assumed and what assets are excluded

7. Purchase Price and Payment: Purchase price, payment terms, deposits, and adjustments

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

9. Due Diligence: Purchaser's right to conduct due diligence and related processes

10. Period Before Completion: Vendor's obligations in running the business before completion

11. Completion: Completion date, location, and requirements including deliverables

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

13. Tax: Treatment of tax matters including GST and tax indemnities

14. Employees: Treatment of employees and related obligations

15. Confidentiality: Obligations regarding confidential information

16. Notices: How formal notices under the agreement must be given

17. General: Standard boilerplate provisions including governing law

What sections are optional to include in a Sale Of Business As A Going Concern Agreement?

1. Lease Assignment: Required if business premises are leased and the lease is being assigned

2. Intellectual Property: Required if significant IP assets are being transferred

3. Vendor Finance: Required if vendor is providing financing for the purchase

4. Restraint of Trade: Required if vendor is to be restrained from competing

5. Key Contracts Assignment: Required if material contracts need to be assigned

6. Training and Handover: Required if vendor will provide transition assistance

7. Stock: Required if stock forms significant part of sale and special provisions needed

8. Key Employee Arrangements: Required if there are key employees crucial to the business

What schedules should be included in a Sale Of Business As A Going Concern 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: List of employees and their key employment terms

5. Schedule 5 - Intellectual Property: Details of all IP rights included in the sale

6. Schedule 6 - Lease Details: Details of any leases being assigned

7. Schedule 7 - Completion Requirements: Detailed list of documents and items required at completion

8. Schedule 8 - Purchase Price Allocation: Allocation of purchase price across different asset categories

9. Schedule 9 - Handover Tasks: List of specific handover and training requirements

10. Appendix 1 - Form of Restraint: Form of restraint of trade deed if required

11. Appendix 2 - Vendor Finance Terms: Detailed terms of any vendor financing if applicable

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

New Zealand

Publisher

Genie AI

Document Type

Sales Contract

Sector

Sales

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Retail

Hospitality

Manufacturing

Professional Services

Technology

Healthcare

Construction

Agriculture

Transport and Logistics

Education and Training

Real Estate

Financial Services

Media and Entertainment

Relevant Teams

Legal

Finance

Executive

Operations

Human Resources

Compliance

Risk Management

Corporate Development

Mergers & Acquisitions

Commercial

Relevant Roles

CEO

Managing Director

Business Owner

Chief Financial Officer

Commercial Director

Legal Counsel

Corporate Lawyer

Business Development Manager

Operations Manager

HR Director

Finance Manager

Company Secretary

Mergers & Acquisitions Manager

Risk Manager

Compliance Officer

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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