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Business Sale Contract

Business Sale Contract Template for Australia

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Key Requirements PROMPT example:

Business Sale Contract

"I need a Business Sale Contract for the sale of my Melbourne-based retail clothing business with 3 locations and 25 employees, including specific provisions for the transfer of store leases and protection of supplier relationships, with completion planned for March 2025."

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Document background
The Business Sale Contract is a fundamental commercial agreement used in Australian business transactions when one entity wishes to sell its business operations to another. This comprehensive document is essential for both asset sales and share sales, structured to comply with Australian federal and state legislation, including the Corporations Act 2001, Competition and Consumer Act 2010, and relevant tax laws. It details all aspects of the transaction, from initial conditions precedent to post-completion obligations, and is typically prepared following a heads of agreement or memorandum of understanding. The contract requires careful consideration of Australian business regulations, employment laws, and industry-specific requirements, making it crucial to have professional legal and financial advice during its preparation and negotiation.
Suggested Sections

1. Parties: Identification of the seller and purchaser, including full legal names, ACN/ABN, and registered addresses

2. Background: Context of the sale, brief description of the business, and purpose of the agreement

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

4. Sale and Purchase: Core agreement to sell and purchase the business, including the assets being transferred

5. Purchase Price: Amount payable, payment terms, deposit requirements, and adjustment mechanisms

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

7. Pre-Completion Obligations: Obligations of both parties between signing and completion, including business conduct requirements

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

9. Post-Completion Obligations: Actions required after completion, including transfer of assets and notifications

10. Warranties: Standard warranties given by the seller about the business and its assets

11. Limitations of Liability: Restrictions on warranty claims and general liability caps

12. Restraint of Trade: Non-compete and non-solicitation obligations on the seller

13. Confidentiality: Obligations regarding confidential information and announcements

14. GST: GST treatment of the transaction and tax obligations

15. General Provisions: Standard boilerplate clauses including notices, governing law, and dispute resolution

Optional Sections

1. Employee Provisions: Required when employees are transferring with the business, covering transfer arrangements and entitlements

2. Intellectual Property: Detailed provisions for businesses with significant IP assets requiring special transfer arrangements

3. Property Lease Assignment: Required when the business premises are leased and the lease needs to be assigned

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

5. Vendor Finance: Required when the seller is providing financing for part of the purchase price

6. Third Party Consents: Detailed provisions when key contracts or licenses require third party consent to transfer

7. Environmental Provisions: Required for businesses with environmental risks or compliance obligations

8. Working Capital Adjustment: Used when the purchase price includes adjustments based on working capital at completion

Suggested Schedules

1. Assets Schedule: Detailed list of all assets included in the sale

2. Excluded Assets Schedule: List of assets specifically excluded from the sale

3. Contracts Schedule: List of business contracts being assigned or novated

4. Employee Schedule: Details of transferring employees and their entitlements

5. Intellectual Property Schedule: List of IP rights included in the sale

6. Lease Details: Details of any premises lease being transferred

7. Purchase Price Calculation: Detailed breakdown of the purchase price components

8. Warranties Schedule: Detailed warranties given by the seller

9. Completion Checklist: List of items to be delivered or actions to be taken at completion

10. Form of Transfer Documents: Pro forma transfer documents required at completion

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Accounting Standards
Accounts
Accounts Date
Adjustment Amount
Assets
Associate
Business
Business Day
Business Records
Claim
Completion
Completion Date
Completion Payment
Conditions Precedent
Confidential Information
Contracts
Control
Disclosed
Due Diligence Material
Effective Date
Employees
Encumbrance
Excluded Assets
Excluded Liabilities
Financial Year
Going Concern
Goodwill
GST
GST Act
GST Law
Intellectual Property Rights
Key Contracts
Leased Premises
Lease
Liabilities
Loss
Material Adverse Change
Material Contract
Normal Business Hours
Notice
Payment Date
Permitted Encumbrance
Plant and Equipment
Purchase Price
Related Body Corporate
Related Entity
Related Party
Relevant Law
Restraint Area
Restraint Period
Security Interest
Seller's Group
Seller's Knowledge
Stock
Subsidiary
Tax
Tax Act
Tax Invoice
Tax Law
Third Party Consent
Transfer
Transferring Employees
Transition Period
Warranties
Working Capital
Clauses
Interpretation
Definitions
Sale and Purchase
Purchase Price
Deposit
Adjustments
Conditions Precedent
Due Diligence
Pre-completion Obligations
Conduct of Business
Completion
Post-completion Obligations
Assets Transfer
Employee Transfer
Intellectual Property
Business Records
Warranties
Tax
GST
Indemnities
Limitations of Liability
Restraint of Trade
Confidentiality
Privacy
Property Lease
Third Party Consents
Stock Transfer
Working Capital
Security Interests
Contract Assignment
Insurance
Default
Termination
Force Majeure
Dispute Resolution
Notices
Costs
Assignment
Amendment
Waiver
Severability
Entire Agreement
Governing Law
Jurisdiction
Relevant Industries

Retail

Manufacturing

Professional Services

Hospitality

Technology

Healthcare

Construction

Agriculture

Mining

Transport and Logistics

Education

Financial Services

Real Estate

Media and Entertainment

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Human Resources

Operations

Risk and Compliance

Company Secretariat

Business Development

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Counsel

Corporate Lawyer

Managing Director

Finance Director

Business Development Manager

Commercial Manager

Mergers & Acquisitions Manager

Company Secretary

Risk Manager

Tax Manager

Operations Director

Human Resources Director

Industries
Competition and Consumer Act 2010 (Cth): Governs business conduct, competition law, and consumer protections, including misleading and deceptive conduct provisions that could affect representations made during the sale process
Corporations Act 2001 (Cth): Regulates company operations, share transfers, and corporate governance requirements that may be relevant to the sale structure
Income Tax Assessment Act 1997 (Cth): Covers tax implications of the business sale, including capital gains tax considerations and tax liabilities
Fair Work Act 2009 (Cth): Governs employment relationships and employee entitlements that need to be addressed in the transfer of business
Personal Property Securities Act 2009 (Cth): Relevant for dealing with security interests over business assets and ensuring clear title transfer
State Property Law Acts: Relevant for any real property aspects of the business sale and lease assignments
Goods and Services Tax Act 1999 (Cth): Governs GST implications of the business sale, including potential GST-free treatment of going concern sales
Privacy Act 1988 (Cth): Relevant for the transfer of customer databases and employee information during the business sale
State Business Licensing Acts: Covers transfer of business licenses and permits specific to the relevant state jurisdiction
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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