Australian Business Sale Agreement Drafting

A business sale draft describes the assets and business arrangements being transferred; a share sale draft concerns ownership of company shares. Identify which transaction the parties intend before preparing instructions. The distinction affects the documents, liabilities and consents that need investigation and professional review.

Prepare the asset list, exclusions, proposed price allocation, stock information and completion timetable. Supply relevant leases, employee information, key contracts, licences and IP records. Identify deposits, adjustments and conditions so the draft can reflect the transaction without assuming that every business asset transfers automatically.

List landlord and counterparty consents, licence transfers, employee arrangements and any documents needed to hand over the business. Give responsibility and timing instructions for each item. The draft can organise conditions and completion steps, while the parties must separately verify that required consents and transfers are actually obtained.

State the proposed GST treatment and price allocation, and identify any requested seller restraint with its purpose, duration and area. These are instructions for review, not confirmed outcomes. Obtain appropriate legal and tax support before relying on going-concern treatment, duty assumptions or the enforceability of a restraint.