Business Sale and Purchase

Expert Business Transaction Lawyers in NSW

Are you considering buying or selling a business in NSW? At Invictus Legal, our experienced commercial lawyers provide comprehensive guidance through every stage of business transactions. We understand that buying or selling a business can be a life-changing event, which is why our team is committed to protecting your interests throughout the entire process.

Business and Company Transactions

Whether your transaction involves a small business or a large company, our NSW business transaction lawyers can assist with all aspects of the sale or purchase process:

Types of Business Transactions

• Complete business sale including goodwill and assets

• Partial asset sale

• Complete company acquisition (100% shareholding)

• Partial share acquisition

Why Choose Invictus Legal for Your Business Transaction?

Our experienced commercial lawyers provide expert guidance through the entire transaction process, from initial negotiations to final settlement. We recommend engaging our services as early as possible in the sale or purchase process to ensure all legal aspects are properly managed from the start.

With offices across key NSW locations, our award-winning commercial law team specializes in all aspects of business transactions, ensuring you receive the highest quality legal advice throughout your business sale or purchase journey.

Buying a Business in NSW

Key Considerations When Purchasing a Business

Before signing any contract, prospective buyers should carefully evaluate:

• Financial Position: Current cashflow, outgoings, employee costs, and any existing debts

• Business Assets: What's included and excluded from the sale, any encumbrances on assets

• Intellectual Property and Goodwill: What IP rights are being transferred

• Regulatory Environment: Industry-specific regulations and restrictions

• Premises: Lease terms, conditions, and transferability

• Operational Requirements: Licenses, permits, or qualifications needed

• Client Base: Diversity of customers and stability of relationships

• Future Growth: Business sustainability and growth potential

• Employee Arrangements: Existing contracts, entitlements, and retention plans

Contract Review Services

The contract of sale is the most crucial document in any business transaction. Our commercial lawyers will:

• Thoroughly analyze all terms and conditions

• Review GST and stamp duty obligations

• Negotiate favorable terms on your behalf

• Ensure all necessary consents and approvals are addressed

• Protect your interests with comprehensive warranties and indemnities

Deposit Negotiations

We can negotiate all aspects of the deposit process, including:

• Appropriate deposit amount (typically 5-10% of purchase price)

• Payment timing and recipient arrangements

• Deposit protection mechanisms

• Conditions for deposit return or forfeiture

Comprehensive Due Diligence Services

Due diligence is critical to any business transaction, particularly for purchasers. Our thorough process helps minimize the risks associated with acquiring a potentially non-viable business or company.

Our Due Diligence Process Includes:

• Verification of financial position and business valuation

• Review of all material contracts, including premises leases

• Verification of corporate structure and asset ownership

• Assessment of intellectual property rights

• Employee and supplier verification

• Investigation of any ongoing legal proceedings

• Compliance with regulatory requirements

• Trading history and business reputation assessment

Essential Due Diligence Questions

When purchasing a business, our team will help you obtain answers to critical questions, such as:

• When was the business last valued and what methods were used?

• Are you buying shares or assets?

• Are the financial records accurate and up-to-date?

• Does the business have a future growth plan?

• What permits or licenses are required?

• Will existing employees be retained after ownership transfer?

• Is there a restraint of trade clause?

• What handover support will be provided?

Selling a Business in NSW

Maximizing Your Business Value

Our team can help you prepare your business for sale to achieve maximum value:

• Professional business valuation guidance

• Asset and liability assessment

• Structuring the sale for optimal tax outcomes

• Addressing employee entitlements and arrangements

• Preparing comprehensive information memorandums

• Resolving outstanding compliance issues

Contract Preparation

Our commercial lawyers will draft a comprehensive contract of sale that:

• Clearly defines what is included and excluded from the sale

• Protects your interests with appropriate warranties

• Addresses potential liabilities

• Structures the transaction for optimal tax outcomes

• Includes appropriate restraint provisions if required

Negotiation Support

We will represent your interests throughout the negotiation process:

• Determining what assets and rights are being sold

• Negotiating favorable payment terms

• Addressing vendor restraint clauses

• Managing employee transition arrangements

• Structuring the handover process

Understanding Business Goodwill

Goodwill is a unique and intangible asset that significantly impacts business value. When purchasing a business, key assets typically include:

• Goodwill

• Equipment

• Stock

As a purchaser, you're acquiring both tangible assets (equipment, stock) and intangible assets (goodwill). Goodwill may comprise the business name, intellectual property including trademarks and patents, customer databases, and established reputation.

Capital Raising Solutions

Our commercial lawyers at Invictus Legal provide expert guidance for businesses seeking to raise capital. We'll help determine the most advantageous capital raising structure for your specific situation.

Types of Capital Raising

Debt Capital

Traditional borrowing through financial institutions, private lenders, or personal connections.

Equity Capital

Raising funds by selling portions of your business to investors, typically angel investors or venture capitalists. This approach often allows for greater capital injection than traditional debt financing.

Crowd-Sourced Funding

A modern approach to capital raising regulated by the Corporations Act (Crowd-sourced Funding) Act 2017, allowing businesses to raise funds through online platforms from multiple small investors.

Our Business Transaction Services

• Structure planning and implementation

• Asset transfer documentation

• Stock valuation and transfer

• Premises lease assignment or negotiation

• Business name transfer

• Employee transition arrangements

• Restraint of trade provisions

• Transition assistance and training agreements

• GST implications and compliance

Legal Documentation and Compliance

Our services include preparation and review of all necessary legal documentation:

• Sale and purchase agreements

• Due diligence reports

• Asset transfer documents

• Lease assignments

• License transfers

• Employment contracts

• Restraint of trade agreements

• Warranties and indemnities

Contact Our NSW Business Transaction Lawyers

Buying or selling a business involves significant legal considerations under NSW law. Whether you're a seller looking to maximize your return or a buyer seeking to minimize risk, our experienced team at Invictus Legal will provide tailored advice and representation throughout the transaction.

Contact us today to arrange a consultation with one of our specialist business transaction lawyers and ensure your business sale or acquisition proceeds smoothly and protects your interests.

This information is general in nature and should not be relied upon as legal advice. Please consult with Invictus Legal for advice specific to your circumstances.