Business Purchase + Sale

Goodwill is considered to be "personal property" for the purposes of the Personal Properties Securities Act 2009 (Cth). Goodwill refers to the business' intangible property, and for this reason, it can be difficult to quantify. It includes things like the business’s reputation, its location, and its relationships with customers. Generally, the value of a business's goodwill can be determined by calculating the cost of the business minus the value of the business' net tangible assets. When purchasing a business, it is important to ensure the sale contract places adequate restrictions on the Vendor's ability to interfere with the business' goodwill to be transferred to the Purchaser.

Yes, you can sell a business without a Solicitor, but it carries risk and we generally do not recommended. A business sale involves more than just agreeing on a price. There are usually complex legal and financial steps, including drafting or reviewing the sale contract, transferring leases and licences, dealing with employees, managing tax implications, and ensuring assets (including goodwill and intellectual property) are properly transferred. Without legal support, it’s easy to miss important protections or obligations. For example, poorly drafted contracts can leave you exposed to disputes after settlement, or allow the buyer to claim breaches you didn’t anticipate. A Solicitor can help ensure: the sale contract clearly sets out what is included and excluded your liability after settlement is limited restraint of trade and goodwill protections are properly structured settlement occurs smoothly and in compliance with relevant laws. So while it’s legally possible to proceed without one, most sellers choose to have a solicitor involved to reduce risk and avoid costly issues later.

Buying a franchise is mostly about doing the groundwork properly before you commit. A good starting point is to treat it like both a business purchase and a long-term contract decision. Owning a franchise can place a large impact on one emotionally, physically and financially. In order to purchase a franchise, you will need first to ensure that it is a good investment. Research one may undertake when finding the right franchise for them will include; Completing thorough due diligence on the franchise system Reviewing market conditions to confirm the industry is growing or stable Seeking a second opinion before making any commitment. It is also important to obtain professional advice early in the process. A solicitor, accountant, and/or business broker can help you assess the opportunity properly and identify potential risks or red flags. In particular, a solicitor can guide you on the key legal and commercial factors to consider when comparing franchise opportunities and reviewing the franchise agreement before you proceed.

When selling a business, buyers will usually expect a clear set of documents so they can properly assess what they are purchasing. At settlement, the Vendor should arrange to provide the necessary documents to the Purchaser to complete the transfer or assignment of the business, including, but not limited to, the following: ASIC Application to Transfer Business and Consent to Transfer number; Documents with details of the transfer of domain names or website registrations, including passwords for any social media accounts being transferred; Transfer of Lease or Deed of Assignment of Lease (if applicable); Lessor and Mortgagee consent to transfer lease (if applicable); Original License Agreement and Licensor's consent to transfer license agreement (if applicable); Certificates of Ownership of Equipment as outlined in the contract of sale; and Undertaking that all security interests registered on the PPSR will be discharged following settlement. Licences, permits, and registrations required to operate. Staff list and roles, employment contracts, details of entitlements (leave balances, superannuation) List of business assets included in the sale (plant, equipment, stock), supplier and service contracts. Key customer and supplier information (where appropriate and lawful to disclose) Operational procedures or manuals Marketing materials and brand assets. Buyers use these documents to assess profitability, risk, and continuity of the business after settlement. Having them organised early can also make the sale process smoother and help maintain buyer confidence.

The documents used are a business contract of sale and in most instances a form 2.

The documents you might need to provide to a prospective purchaser are but not limited to details in relation to the financials of the business, a list of employees and entitlements, leases, and a list of supplier contracts and contractors.

When selling a business, you generally need to provide information that allows the buyer to understand how the business operates, what they are buying, and what obligations they are taking on. Typically, this may include: Financial records Recent profit and loss statements Balance sheets Tax returns and BAS statements Any up-to-date management accounts Business ownership details Proof of ownership of the business entity Company or business registration details (if applicable) Shareholding or partnership structure (if relevant) Assets included in the sale List of equipment, stock, and other assets being sold Details of any leased assets Contracts and agreements Lease agreement for premises (if applicable) Supplier and service contracts Customer contracts (where transferable) Employees List of employees and roles Employment contracts Leave and entitlement records Legal and regulatory documents Licences and permits required to operate Details of intellectual property (branding, trademarks, domains) Any known disputes, claims, or compliance issues Operational information Basic procedures or systems used in the business Key supplier and customer information (where appropriate to share) In practice, the aim is transparency. The more complete and organised the information is, the smoother the sale process tends to be, and the fewer issues arise during due diligence.

You can sell your business through a registered agent or privately. Selling a business usually follows a structured process, even though the details vary depending on the size and type of business. A typical approach may look like this: Prepare the business for sale Start by getting your financial and operational information in order. Buyers will want to see recent financial statements, tax records, details of assets, contracts, staff, and any key licences. Many owners also get a valuation at this stage so they understand what the business is realistically worth. Work out how the sale will be structured Decide whether you are selling shares in a company or the business assets themselves. This affects tax outcomes, liability, and the legal process. Market the business You can sell privately, through a business broker, or sometimes via industry contacts. A broker can help with pricing strategy, confidentiality, and finding qualified buyers. Provide information/negotiate Not every interested party will be suitable. Buyers are usually screened for financial capacity and seriousness before sensitive information is shared. Once a buyer is interested, they will usually review key documents (financials, contracts, leases, employee details). This leads into negotiations on price and key terms, including settlement timing and any conditions. A formal contract is prepared setting out exactly what is being sold, what is excluded, and each party’s obligations. This is a key stage where legal advice is important. The buyer finalises checks, funding is arranged, and ownership is transferred at settlement. This may include transferring leases, licences, staff arrangements, and assets. While it is possible to manage parts of the process yourself, most sellers involve a Solicitor, accountant, and sometimes a broker to reduce risk and ensure the transaction is properly structured.

There isn’t one fixed way to value a business, but there are a few commonly used methods. The right approach depends on your industry, profitability, and how the business is structured. Most valuations use a combination of earnings + assets + market comparison to arrive at a realistic price range rather than a single number. A business broker or accountant can help refine this so it reflects how buyers in your market are likely to assess it. Your accountant or a registered valuer can value your business and its assets.