Business purchaser legal services
Buying a business can be a risky endeavour and it is vital you perform due diligence before making any big decision. Understanding what steps must be taken to ensure the legal and financial health of a business before purchasing it is crucial. Getting independent financial advice from an accountant or business adviser on the company's finances and financial status, and independent legal advice on the contract of sale is good first step to take.
Each business transaction is unique and there is no "one size fits all" approach to purchasing a business. Some key considerations that should be taken into account by a purchaser include:  
There are extra procedures and paperwork to consider if the business you want to acquire is a franchise. This includes things like reading through the franchise agreement and giving serious thought to the commitments you are making. Franchise agreements are often strongly structured in favour of the franchisor.
You should sign the contract only after you've done your due diligence and are confident in your understanding of the business's value and the scope of the protections the contract contains.  A full or partial deposit, as specified in the contract, is generally paid at the time of signing, and a receipt for this amount must be received as confirmation of this transaction.
Purchasing an established business is an exciting but difficult adventure. At Pera Lawyers, we urge our clients to seek the counsel of a competent accountant and lawyer before making any major decisions or signing any contracts.
Generally, the following steps will take place in the buying of a business:
  1. Finding the right business
  2. Negotiations
  3. Contract finalisation and execution
  4. Completion/Settlement 


Pera Lawyers are here to help you every step of the way.

CONTACT OUR
BUSINESS PURCHASES
LAWYERS

KEY CONSIDERATIONS WHEN
PURCHASING A BUSINESS

1. Is there a lease to be transferred and how long are the remaining terms?

A purchaser should carefully consider the obligations of the lease that is being transferred as some leases can have onerous provisions. It is important that a purchaser is aware of these before signing.

2. Will there be a restraint of trade applied to the vendor post settlement?

To protect their business investment, most purchasers will require the vendor to sign a restraint of trade clause that prevents the vendor from opening a rival business nearby.

3. Will any employees be transferred and how will their entitlements be apportioned?

A diligent purchaser should have the contract of employment of each employee reviewed prior to transfer. They should also see if the employee is a good match for their organisation.

4. What is the nature of the tangible assets, such as plant and equipment and intangible assets, such as intellectual property and websites, that will be transferred on completion?

A clear list of assets being transferred at the outset in the contract of sale can prevent any disagreements from arising at settlement.

5. Does the operations of the business conform with regulatory requirements of relevant authorities such as the local council?

A purchaser should always do their own checks and research into the business they are enquiring and not rely on the representations made by the vendor or their business broker.

6. What will be the entity under which you will purchase the business and have you given legal risk and taxation consideration to this issue?

Getting legal and financial advice at the outset of the transaction can help establish your business structures in the most advantageous way.

FREQUENTLY ASKED QUESTIONS

Common questions our lawyers answer about business purchases include:

Should I obtain advice before signing a business sale contract?

Obtaining advice before signing allows your lawyer to review the contract and explain the obligations you would be accepting. Legal due diligence and a review of the business’s financial information by your accountant can help identify matters to address before you commit.

What documents should I ask the seller to provide?

Depending on the business, relevant documents may include the proposed sale contract, premises lease, employee information, asset details and any franchise agreement. Your lawyer can help identify the documents needed for the legal review of your proposed purchase.

Why should I involve an accountant as well as a lawyer?

Your lawyer advises on the legal documents and obligations involved in the purchase. An accountant can review the business’s financial information and advise on financial and tax matters. Both aspects are important when considering the proposed transaction.

Which suburbs do you service?

We assist clients across Melbourne and surrounding areas with business purchases. Select your suburb below to learn more about our services in your area.

Abbotsford, Aberfeldie, Airport West, Albion, Alphington, Altona, Ascot Vale, Attwood, Avondale Heights, Beveridge, Braybrook, Broadmeadows, Brunswick, Brunswick East, Brunswick South, Brunswick West, Bulla, Bundoora, Campbellfield, Carlton, Carlton North, Caroline Springs, Clifton Hill, Coburg, Coburg North, Collingwood, Coolaroo, Craigieburn, Dallas, Deer Park, Diggers Rest, Donnybrook, Doreen, Eaglemont, East Melbourne, Epping, Essendon, Essendon Fields, Essendon North, Essendon West, Fairfield, Fawkner, Fitzroy, Fitzroy North, Flemington, Footscray, Gladstone Park, Glenroy, Greenvale, Hadfield, Ivanhoe, Ivanhoe East, Jacana, Kalkallo, Kealba, Keilor, Keilor Downs, Keilor East, Keilor Park, Kensington, Kingsbury, Kingsville, Lalor, Laverton, Maidstone, Maribyrnong, Meadow Heights, Melbourne, Mernda, Mickleham, Mill Park, Moonee Ponds, Niddrie, North Melbourne, Northcote, Oak Park, Oaklands Junction, Parkville, Pascoe Vale, Pascoe Vale South, Point Cook, Preston, Reservoir, Richmond, Roxburgh Park, Seddon, Somerton, South Morang, St Albans, Strathmore, Strathmore Heights, Sunbury, Sunshine, Sunshine North, Sunshine West, Sydenham, Tarneit, Thomastown, Thornbury, Tottenham, Travancore, Tullamarine, Wallan, West Footscray, West Melbourne, Wollert, Yarraville, Yuroke.

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