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Sale Of Business As A Going Concern Agreement

Sale Of Business As A Going Concern Agreement Template for Australia

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Key Requirements PROMPT example:

Sale Of Business As A Going Concern Agreement Template

"I need a Sale of Business as a Going Concern Agreement Template for selling my Melbourne-based retail pharmacy business, with specific provisions for handling regulated pharmaceutical licenses and transfer of existing Medicare provider numbers, planned for completion in March 2025."

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Document background
The Sale Of Business As A Going Concern Agreement Template is essential for documenting the transfer of operational businesses in Australia. This document is used when a business is being sold in its entirety as an operational entity, rather than as a collection of individual assets. It comprehensively covers the transfer of all business components including tangible and intangible assets, employees, contracts, intellectual property, and operational licenses. The template is structured to ensure compliance with Australian legislation, including the Corporations Act 2001, Competition and Consumer Act 2010, and relevant tax laws, particularly regarding GST-free treatment of going concerns. It includes provisions for both standard and complex business sales, with flexible sections that can be adapted to specific business circumstances while maintaining legal compliance.
Suggested Sections

1. Parties: Identifies and provides full details of the vendor and purchaser

2. Background: Sets out the context of the sale, including brief description of the business and intention to sell as a going concern

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles

4. Sale and Purchase: Core agreement to sell and purchase the business as a going concern, including the assets and liabilities being transferred

5. Purchase Price: Details the total consideration, payment terms, deposit requirements, and adjustments

6. Completion: Specifies completion date, pre-completion obligations, completion requirements, and post-completion matters

7. Assets: Comprehensive listing and treatment of all business assets being transferred

8. Employees: Treatment of employees, including transfer arrangements, entitlements, and related obligations

9. Liabilities: Clear delineation of which liabilities are assumed by the purchaser and which are retained by the vendor

10. Vendor's Warranties: Warranties regarding the business, assets, employees, and financial statements

11. Purchaser's Warranties: Warranties from the purchaser regarding capacity to complete the purchase

12. Restraint of Trade: Non-compete and non-solicitation provisions binding the vendor

13. GST: GST treatment of the sale, including going concern provisions

14. Confidentiality: Obligations regarding business information and terms of the sale

15. Notices: Process for giving formal notices under the agreement

16. General Provisions: Standard boilerplate clauses including governing law, entire agreement, and dispute resolution

Optional Sections

1. Intellectual Property: Detailed provisions for transfer of intellectual property rights, required when the business has significant IP assets

2. Property Lease: Provisions dealing with transfer or new lease of business premises, required when business premises are leased

3. Stock: Detailed provisions for valuation and transfer of stock, required for businesses with significant inventory

4. Third Party Consents: Provisions regarding obtaining necessary third-party consents, required when key contracts or licenses need transfer approval

5. Earn-out Provisions: Structure for additional payments based on future performance, used when part of purchase price is contingent on future events

6. Due Diligence: Provisions relating to due diligence process and outcomes, required when completion is subject to due diligence

7. Environmental Matters: Specific provisions dealing with environmental liabilities and compliance, required for businesses with environmental risks

8. Information Technology: Provisions dealing with transfer of IT systems and licenses, required for technology-dependent businesses

Suggested Schedules

1. Schedule 1 - Assets: Detailed inventory of all physical 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 being assigned or transferred

4. Schedule 4 - Employees: Details of all employees, including terms of employment and entitlements

5. Schedule 5 - Intellectual Property: Details of all intellectual property being transferred

6. Schedule 6 - Lease Details: Details of any premises lease being transferred or assigned

7. Schedule 7 - Financial Statements: Recent financial statements of the business

8. Schedule 8 - Stock List: Detailed inventory of stock to be transferred

9. Schedule 9 - Plant and Equipment: Detailed list of plant and equipment included in the sale

10. Appendix A - Form of Transfer Documents: Pro forma transfer documents required for completion

11. Appendix B - Handover Checklist: Detailed checklist of items to be addressed during business handover

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
Accrued Benefits
Adjustments
Assets
Associate
Assumed Liabilities
Authority
Balance Sheet
Business
Business Day
Business Hours
Business Name
Business Records
Claim
Completion
Completion Date
Completion Payment
Confidential Information
Contracts
Control
Customer
Deposit
Disclosure Material
Effective Date
Employee Entitlements
Employees
Encumbrance
Excluded Assets
Excluded Liabilities
Financial Statements
Goodwill
GST
GST Act
GST Law
Guarantor
Intellectual Property Rights
Inventory
Key Contracts
Key Employees
Lease
Leased Premises
Liabilities
Loss
Material Adverse Change
Material Contract
Notice
Parties
Permitted Encumbrance
Plant and Equipment
Purchase Price
Purchaser
Purchaser's Solicitors
Related Entity
Restraint Area
Restraint Period
Security Interest
Stamp Duty
Stock
Stock Value
Supplier
Tax
Tax Invoice
Third Party Consent
Trade Secrets
Transferring Employees
Transition Period
Vendor
Vendor's Solicitors
Warranties
Working Capital
Clauses
Interpretation
Definitions
Sale and Purchase
Purchase Price
Deposit
Adjustments
Stock in Trade
Pre-Completion Obligations
Completion Requirements
Post-Completion Obligations
Assets Transfer
Excluded Assets
Employee Matters
Superannuation
Lease Assignment
Business Contracts
Assumed Liabilities
Excluded Liabilities
Vendor Warranties
Purchaser Warranties
Tax Matters
GST
Restraint of Trade
Confidentiality
Intellectual Property
Business Records
Third Party Consents
Default and Termination
Risk and Insurance
Due Diligence
Property Matters
Customer and Supplier Relationships
Transition Arrangements
Working Capital
Environmental Compliance
Competition Law
Data Protection
Force Majeure
Dispute Resolution
Governing Law
Assignment
Notices
Costs and Stamp Duty
General Provisions
Time of the Essence
Further Assurance
Entire Agreement
Relevant Industries

Retail

Manufacturing

Professional Services

Hospitality

Healthcare

Technology

Construction

Agriculture

Transport and Logistics

Education and Training

Real Estate

Financial Services

Mining and Resources

Media and Entertainment

Wholesale Trade

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Commercial

Operations

Risk Management

Compliance

Business Development

Relevant Roles

Chief Executive Officer

Managing Director

Business Owner

Corporate Lawyer

Commercial Lawyer

General Counsel

Legal Counsel

Chief Financial Officer

Finance Director

Business Broker

Mergers & Acquisitions Lawyer

Company Secretary

Business Development Manager

Commercial Director

Operations Manager

Industries
Corporations Act 2001 (Cth): Primary legislation governing business entities in Australia, covering transfer of business ownership, corporate regulations, and statutory requirements for business sales
Competition and Consumer Act 2010 (Cth): Regulates business conduct, consumer protection, and competition matters, including provisions relevant to business acquisitions and fair trading practices
Fair Work Act 2009 (Cth): Governs employment relationships and worker entitlements, crucial for managing employee transfers and obligations in business sales
Income Tax Assessment Act 1997 (Cth): Covers tax implications of business sales, including capital gains tax considerations and tax treatment of asset transfers
A New Tax System (Goods and Services Tax) Act 1999 (Cth): Critical for GST treatment of business sales as going concerns, including GST-free treatment requirements
Personal Property Securities Act 2009 (Cth): Governs security interests in personal property, relevant for transferring business assets and checking encumbrances
Privacy Act 1988 (Cth): Regulates handling of personal information, important for transfer of customer and employee data during business sales
State Property Law Acts: Relevant for transfer of any real property or leasehold interests associated with the business
State Sale of Goods Acts: Governs the sale of goods aspects of business transfers, including inventory and equipment
Transfer of Business State Revenue Acts: State-specific legislation governing stamp duty and other state-based taxes applicable to business transfers
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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