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Sale and Purchase of Business

 

The most important thing to consider is that obtaining professional advice at the first instance is the most important and valuable step you will take.

 

 BUYING

A few things other you should consider:

  • what are the terms that you wish to be included or are in the Contract or offer;
  • the most appropriate entity to purchase the business for tax and asset protection;
  • whether you will need to have the business premises lease assigned to you and what are the present terms of that lease;
  • whether the seller or other key persons should be restrained from competing against you in the future;
  • whether the assets of the business are encumbered or there is a charge over the business itself; and
  • the numerous special conditions that could be included in the contract.

If as is usually the case, there is a lease attached, we will deal with the landlord and seller to ensure that the premises lease is assigned to you or even offer a put and call option to purchase the freehold. Our experienced property and franchising team is able to assist you from the beginning to the end in all aspects of your business purchase.

SELLING

 

Are you selling your business?

Again obtaining professional advice is crucial to maxmise your prospects of a smooth sale.

Amongst other things, you should consider:

  • any special conditions you may want included in the Contract of Sale;
  • any representations or warranties you have made or which may be implied in the contract;
  • whether vendor finance is to be provided and what security you will take to secure the sale;
  • any restraints of trade that have been proposed and what is reasonable; and
  • the capital gains tax consequences of the sale.

We also have extensive expertise in the drafting, negotiation and completion of complex share sale agreements. Share sales are often conducted for tax planning reasons and often can be more complex and riskier than business sales. Our experience includes a deep understanding of the processes involved to ensure that matters settle promptly:

  • business structuring for asset protection and tax minimisation
  • purchaser enquiries and due diligence
  • preparing and negotiating business sale agreements and share sale agreements
  • put and call options and joint venture agreements
  • lease reviews and assignments
  • acting for both franchisors and franchisees in the establishment of new franchises or transfers of existing ones

If you require further information, please contact us on (07) 5563 8970 or email us on admin@affinitylawyers.com.au.

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