Selling a business is often the biggest financial transaction its owner will ever do, and most owners do it once. Buyers go through the process more often, with advisers who carry a long checklist and know where the pressure points sit. That gap usually shows up in the contract, in the warranties the seller gives and in how much of the price the seller ends up keeping.
We act for sellers and buyers across Queensland, from the first heads of agreement through to completion and the handover afterwards. We also advise on exits that never go to market, such as a management buyout, a staged transfer to a partner or a handover to the next generation.
Price and the main terms are usually agreed first, often informally. Someone then writes them down as heads of agreement, and a document meant as a quick summary ends up shaping the whole deal.
We draft and negotiate heads of agreement so they say clearly what binds the parties and what doesn’t. That covers confidentiality, the length and conditions of any exclusivity period, access to the business’s records, and any price that depends on what due diligence finds. A seller who grants exclusivity too easily can lose months. A buyer who commits to a price before seeing the books has little room to move when the books disappoint.
This is the first structural decision and it shapes most of what follows. In an asset sale, the buyer takes the assets and liabilities it agrees to take, and each contract, licence, lease and employee has to be dealt with individually, often with someone else’s consent. In a share sale, the company carries on as it is, with its contracts, licences, employees and history, and the buyer takes all of it, including any liability nobody has found yet.
Neither is better in the abstract. The right choice depends on the contracts, the licences, the tax position and what each side is willing to carry. We advise on the legal structure and work with your accountant on tax and duty, so the two are settled together and before the price is final. The structure changes what the price means.
Buyers find problems in due diligence, and every problem becomes a price reduction, a special indemnity or a delay. Most of them can be fixed in advance: contracts that need consent to assign, a lease that doesn’t survive the sale, employee records that don’t match what people are actually paid, ownership that is less tidy than everyone assumed. We run sale-readiness reviews so you find them before the buyer does.
Then we act for you in the negotiation, focused on what you keep after completion. Warranties should be accurate and limited. Disclosure should be done properly, because it is what protects you when a warranty turns out to be wrong. Caps and time limits on claims, and clear terms for any retention, decide how much of the price is really yours. Statements made during the sale process, such as an information memorandum, an email or an answer to a buyer’s question, can also lead to claims separate from the warranties, so we look at those too.
Where part of the price is paid after completion, through an earn-out or deferred payments, the terms around it matter as much as the figure. We deal with how profit is calculated, who controls the business in the meantime, and what protects you if the buyer runs it differently from what you assumed.
Due diligence should be sized to the deal and aimed at the real risks. For most businesses that comes down to a handful of questions. Which contracts will move across, and on whose consent? Does the lease allow the business to be transferred, and how long does it run? Who are the employees and what are they owed? What security is registered over the assets on the PPSR? Which licences will you need to hold in your own name? What liabilities sit behind the numbers?
We turn those answers into protection in the contract: warranties and specific indemnities, price adjustments, retentions, and conditions that have to be met before you are bound to complete. We also deal with the seller after the sale. A restraint that stops the previous owner opening next door, and a handover period that is long enough to be useful, are often what protect the goodwill you have paid for.
Many deals have a gap between signing and completion. In that gap you may need the landlord’s consent, the release of a financier’s security, a licence approval or the agreement of a key customer. We draft the conditions precedent, set the sunset date, and deal with what happens if a condition isn’t met: who can walk away, who bears the cost and whether the deposit comes back.
Completion itself is a list of things that have to happen together: payment, transfer of the assets or shares, PPSR searches and clearances, employee arrangements, stock and work-in-progress adjustments, and handover of records and systems. We manage that list so completion happens on the day and not in three instalments afterwards.
Not every exit is a sale to a stranger. When the buyer is a partner, a management team or the next generation, the price is usually funded out of the business’s future profits. Payment is spread over years, and the seller stays exposed to a business they no longer run.
We structure those deals so the deferred price is secured and each side’s obligations are clear, and we deal with what happens if the business struggles, the buyer defaults or the relationship breaks down. Family transitions add another layer, because the people involved will still be dealing with each other long after the deal is done. We work with your accountant and financial adviser so the legal steps and the tax and planning outcome line up.
