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Company Buy Sell Agreement

Company Buy Sell Agreement Template for Australia

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Key Requirements PROMPT example:

Company Buy Sell Agreement

"I need a Company Buy Sell Agreement for the sale of a medium-sized technology company in Sydney, with specific provisions for protecting intellectual property rights and including an earn-out mechanism based on 2025 performance targets."

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Document background
The Company Buy Sell Agreement serves as a critical legal instrument in Australian business transactions, facilitating the orderly transfer of company ownership. This document is essential when shareholders wish to sell their interests, when new investors are entering the business, or during succession planning. It comprehensively addresses share valuation, payment mechanisms, warranties, and post-completion obligations, while ensuring compliance with Australian corporate law, including the Corporations Act 2001 (Cth) and relevant state legislation. The agreement typically includes detailed provisions for due diligence findings, tax implications, and risk allocation between parties, making it a fundamental tool for corporate transactions in the Australian business landscape.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including full legal names and ACN/ABN

2. Background: Context of the agreement, including company details and purpose of the transaction

3. Definitions and Interpretation: Comprehensive list of defined terms and interpretation rules

4. Sale and Purchase: Core transaction terms including shares/assets being sold and purchase price

5. Purchase Price and Payment: Detailed payment terms, adjustments, and payment mechanics

6. Conditions Precedent: Prerequisites that must be satisfied before completion

7. Pre-Completion Obligations: Parties' obligations between signing and completion

8. Completion: Completion mechanics, timing, and deliverables

9. Warranties and Representations: Seller's warranties about the business and shares

10. Limitations of Liability: Caps, thresholds, and time limits on warranty claims

11. Restraint of Trade: Non-compete and non-solicitation provisions

12. Confidentiality: Protection of confidential information and announcement restrictions

13. Tax Indemnities: Allocation of tax liabilities and indemnities

14. General Provisions: Standard boilerplate clauses including notices, governing law, etc.

Optional Sections

1. Third Party Consents: Required when key contracts or licenses need consent for transfer

2. Employee Matters: Include when dealing with transfer or retention of employees

3. Intellectual Property: Detailed IP provisions when significant IP assets are involved

4. Environmental Matters: For businesses with environmental risks or compliance requirements

5. Property Leases: When business premises are leased and require assignment

6. Earn-out Provisions: For deals involving performance-based additional payments

7. Break Fee: When parties want to include deal protection mechanisms

8. Vendor Finance: When seller is providing financing for part of purchase price

Suggested Schedules

1. Schedule 1 - Company Details: Corporate information, share capital structure, and shareholders

2. Schedule 2 - Purchase Price Calculation: Detailed methodology for price adjustments and calculations

3. Schedule 3 - Warranties: Comprehensive list of seller warranties

4. Schedule 4 - Properties: Details of owned and leased properties

5. Schedule 5 - Material Contracts: List and details of key business contracts

6. Schedule 6 - Intellectual Property: Register of IP rights and licenses

7. Schedule 7 - Employees: List of employees and employment terms

8. Schedule 8 - Completion Deliverables: Documents and items required at completion

9. Appendix A - Form of Share Transfer: Pro forma share transfer documents

10. Appendix B - Board Resolutions: Pro forma board resolutions for 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
Accounts
Accounting Standards
ACN
ABN
ASIC
Assets
Business
Business Day
Claim
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Constitution
Control
Corporations Act
Disclosed
Disclosure Letter
Due Diligence Materials
Effective Date
Encumbrance
Financial Year
FIRB
GST
GST Act
Guarantor
Intellectual Property Rights
Key Contracts
Key Personnel
Liabilities
Loss
Management Accounts
Material Adverse Change
Material Contracts
Notice
Parties
Permitted Encumbrance
Purchase Price
Purchaser
Related Body Corporate
Related Party
Relevant Period
Representatives
Restraint Area
Restraint Period
Sale Shares
Security Interest
Seller
Shares
Subsidiaries
Tax
Tax Act
Third Party Claim
Transaction Documents
Vendor Due Diligence Report
Warranties
Working Capital
Clauses
Interpretation
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-completion Obligations
Completion
Post-completion Obligations
Warranties
Representations
Tax Indemnities
Restraint of Trade
Confidentiality
Employee Matters
Intellectual Property
Third Party Consents
Security Interests
Due Diligence
Material Contracts
Company Assets
Liabilities
Share Capital
Business Operations
Financial Statements
Regulatory Compliance
Dispute Resolution
Force Majeure
Termination
Notices
Assignment
Amendment
Waiver
Severability
Entire Agreement
Governing Law
Jurisdiction
Costs and Stamp Duty
GST
Further Assurance
Relevant Industries

Professional Services

Manufacturing

Retail

Technology

Healthcare

Construction

Mining

Agriculture

Financial Services

Real Estate

Hospitality

Transport and Logistics

Media and Entertainment

Education

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Risk Management

Corporate Secretariat

Business Development

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Company Director

Corporate Lawyer

Legal Counsel

Company Secretary

Business Development Manager

Mergers & Acquisitions Manager

Investment Director

Financial Controller

Tax Manager

Corporate Advisory Manager

Compliance Officer

Risk Manager

Business Owner

Industries
Corporations Act 2001 (Cth): Primary legislation governing company operations, share transfers, and corporate governance in Australia. Particularly relevant for share transfer provisions and director obligations.
Income Tax Assessment Act 1997 (Cth): Covers tax implications of business sales, capital gains tax considerations, and tax treatment of share transfers.
Competition and Consumer Act 2010 (Cth): Ensures fair trading practices and consumer protections in business transactions, including provisions against misleading conduct in business sales.
Contract Law - Australian Common Law: Fundamental principles of contract formation, enforcement, and remedies that apply to business sale agreements.
Fair Trading Act (State-specific): State-based legislation governing fair trading practices and business conduct during sale transactions.
Stamp Duties Act (State-specific): Covers stamp duty implications for business and share transfers, varying by state jurisdiction.
Personal Property Securities Act 2009 (Cth): Relevant for securing interests in company assets and handling existing security interests during company sales.
Foreign Acquisitions and Takeovers Act 1975 (Cth): Applicable if the sale involves foreign buyers or sellers, requiring potential FIRB approval.
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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