Buying & Selling Business
Business & Commercial Law
Your legal one-stop shop for business sales and purchases and setting up your business for success.
Deciding to buy or sell a business is a significant milestone in anyone’s life. For many, it represents the culmination of years of hard work or the exciting next step in building a new venture. It can also be an emotional decision tied to a family legacy, retirement, or lifestyle changes.
Whatever your motivation may be as a business owner or someone in startup mode, these transactions involve a complex mix of legal, financial, and regulatory issues. Without the right legal advice, it’s easy to overlook risks that could lead to costly disputes and financial losses down the track.
At Attwood Marshall Lawyers, our experienced business and commercial lawyers help clients navigate the entire process — from planning, business structuring, and negotiations right through to settlement — ensuring your interests are protected every step of the way.
Preparing to sell or buy a business
If you are thinking about selling your business, preparing your business before going to market can make a significant difference to both value and buyer confidence. If you are buying, knowing what to look for can prevent costly surprises later.
Key preparation steps include:
- Tidying up corporate records, licences, and ASIC filings
- Resolving outstanding disputes or compliance issues
- Organising contracts, leases, and employee records
- Considering the tax implications of a sale or purchase
- Engaging professional advisors early
We can work with you and your accountants, business brokers, and financial advisors to ensure everything is in order before the process begins.
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Legal guidance for buyers and sellers
Every business transaction is unique, but some key considerations commonly arise for both parties. Our role is to anticipate risks, explain your options in plain language, and provide clear strategies to achieve a smooth transfer and asset protection. Here’s where we can assist:
Buyer Due Diligence
Conducting thorough due diligence is essential before committing to a purchase. We review:
- Financial records, tax compliance, and liabilities
- Key contracts such as leases, supplier agreements, and customer contracts
- Regulatory approvals, licences, and permits
- Existing employee arrangements and entitlements
Reviewing a potential lease, including advice on the lease term, options to review and whether landlord consent to assignment is required and on what terms. By identifying potential issues early, we help buyers make informed decisions and give sellers confidence that their business will stand up to scrutiny.
Vendor Due Diligence & Data
For sellers, proactively conducting a “vendor due diligence” process can highlight and resolve potential issues before buyers begin their review. This reduces the risk of price adjustments, delays, or loss of buyer confidence.
For larger or more complex sales, businesses may use a “data room” — a central hub where all key documents (contracts, accounts, employee records, licences, IP registrations) are securely stored for buyers to access. Even for small businesses, being organised with records helps streamline the sale and protects sellers by ensuring all disclosures are documented.
Business Structuring Advice
The way a transaction is structured can have significant tax, liability, and operational implications. Options may include:
- Asset purchase – acquiring the business’s assets (stock, equipment, goodwill, contracts).
- Share purchase – buying the shares in a company and assuming ownership of all assets and liabilities.
- Partnership or trust structures – where flexibility and succession planning may be a priority.
We provide tailored advice to ensure the structure chosen aligns with your long-term goals and protects your financial position.
Employment & Staffing
When a business changes hands, employees are often one of the most important and sensitive considerations. Key issues include:
- Whether employees will transfer to the new owner
- Continuity of service and entitlements such as leave and redundancy
- Updating or renegotiating employment contracts
- Ensuring compliance with the Fair Work Act and relevant awards
Our lawyers work closely with employers to ensure obligations are met and risks are managed, while maintaining positive relationships with staff throughout the transition.
Contracts & Agreements
A well-drafted contract is the foundation of any successful business transaction. We prepare and negotiate:
- Business Sale Agreements or Share Sale Agreements
- Restraint of trade and non-compete clauses
- Confidentiality and non-disclosure agreements
- Transitional service arrangements to assist buyers post-settlement
- Lease assignments, surrenders, or new lease agreements to ensure continuity for the buyer
- Ensuring assignment provisions are reasonable and compliant with retail leasing legislation (where applicable)
- Negotiating lease options to extend tenure and preserve business value
We ensure contracts clearly set out rights, responsibilities, and timelines to prevent misunderstandings or disputes.
Regulatory & Compliance Considerations
Businesses must comply with a range of laws and regulations, which vary across industries. Common requirements include:
- Transferring or obtaining industry licences and permits
- Meeting consumer law and fair trading obligations
- Privacy and data protection compliance
- Seller’s duty of disclosure regarding business risks or liabilities
Our team provides practical advice to help you stay compliant and avoid regulatory penalties.
Business Name & Branding
A business name is often central to its reputation and goodwill. It’s important to understand:
- How business names are registered and transferred
- That a registered business name does not by itself give ownership rights over branding
- The role of trademarks in protecting logos, designs, and brand identity
We can assist with the legal transfer of business names as part of a sale and, where brand protection is required, our Intellectual Property & Trademark team can provide specialist advice.
Intellectual Property & Goodwill
Intellectual property is often one of the most valuable assets in a business sale. This may include:
- Logos, branding, and websites
- Copyright in designs, manuals, or marketing material
- Patents or proprietary technology
We ensure IP is properly identified, valued, and transferred as part of your transaction. Where additional protection or enforcement is needed, our dedicated IP team can provide further guidance.
Franchising
Businesses must comply with a range of laws and regulations, which vary across industries. Common requirements include:
- Transferring or obtaining industry licences and permits
- Meeting consumer law and fair trading obligations
- Privacy and data protection compliance
- Seller’s duty of disclosure regarding business risks or liabilities
Our team provides practical advice to help you stay compliant and avoid regulatory penalties.
Timeframes & Managing Expectations
One of the most common questions is how long a business sale will take. While smaller transactions may be finalised in a matter of weeks, medium to large sales typically take several months. Factors that affect timing include:
- The size and complexity of the business
- Buyer financing arrangements
- Third-party consents (e.g. landlords, franchisors, regulators)
- Negotiations and due diligence findings
We help manage expectations and keep transactions moving forward while protecting your position and ensuring business operations are not interrupted.
Why Choose Attwood Marshall Lawyers?
- Specialist expertise: Our business and commercial lawyers deal with transactions of all sizes, from small family-run enterprises to multi-million-dollar corporate sales.
- End-to-end support: We assist with negotiations, structuring, contract drafting, settlement, asset protection, and dispute resolution if required.
- Multi-disciplinary approach: With dedicated teams in property law, employment, intellectual property, estate planning, and litigation, we provide comprehensive support that many firms cannot.
- Local presence, national reach: With offices across the Gold Coast, Northern NSW, Brisbane, Sydney, and Melbourne, we understand local markets while acting for clients Australia-wide.
Our Industry Experience
What makes Attwood Marshall Lawyers different is the depth and breadth of industries we have acted in. Our lawyers have advised on transactions across a wide spectrum of sectors, including (but not limited to):
- Supermarkets and convenience stores
- Fast food chains and hospitality
- Childcare centres and education services
- Medical and dental practices
- Trades and service providers
- News agencies
- Real estate agencies and property services
- Wholesale and retail businesses
This diverse experience means we understand the nuances, risks, and commercial realities in different industries. Whether it’s navigating licensing requirements in childcare, compliance in healthcare, or lease negotiations in retail, we draw on real-world knowledge to deliver practical, industry-specific advice.
FAQs
An asset purchase involves buying specific business assets, while a share purchase transfers ownership of the company itself. Each has different tax and liability implications.
Employees may transfer to the new owner with their entitlements preserved, or redundancy arrangements may need to be made. What happens to employees depends on how the sale is structured.
Yes, licences and permits generally do not automatically transfer. They may need to be reassigned or re-applied for.
The best time to sell is when a business is in a growth phase, but before the business has peaked. The prospect of further growth offers a compelling incentive to buyers. The wrong time to sell is when things are not going so well.
Information Memorandums are more common in larger or competitive sales processes. They provide detailed financial and operational data and highlight opportunities. Your advisors can help determine if an IM is necessary for your transaction.
Timeframes vary. Small businesses may be sold relatively quickly, while medium to large businesses often take six to ten months from preparation to settlement.
A professional business valuer is the best option to help you determine an ideal price for your business. They can take the stress away from your own evaluation and put a buyer’s mind at ease that this is an objective, impartial valuation.
There are additional fees payable in the buying of a business, such as stamp duty, obtaining licences, transfer of licences, a new lease or a transfer of the existing lease, just to name a few.
It is important to get advice about your unique investment to fully understand what financial implications may apply to your transaction.
Even small business sales involve contracts, compliance issues, and risks that could lead to disputes. Having legal advice ensures you are protected, and the process runs smoothly.
Advertising is the right strategy to increase the likelihood of attracting the right type of buyer for your business. Engaging with a business agent is the traditional way of selling a business; however, online marketplaces are becoming more common. Online marketplaces can be a great way to quickly get your business in front of a lot of prospective buyers.
Yes, but the franchisor will usually need to approve the buyer and may impose conditions. We assist with negotiating the assignment process, ensuring the buyer satisfies franchisor requirements, and transferring leases, licences, and contracts.
Franchises can offer brand recognition, established systems, and training, but they also come with contractual restrictions and ongoing fees. They are not risk-free. We provide independent advice so you know exactly what you are committing to before you invest.
The business lease is often the most important asset of the sale. In most cases, the buyer will take an assignment of the existing lease, which usually requires landlord consent. It is important to review:
- How much term is left on the lease and whether there are further options to renew.
- Whether the landlord can withhold consent to the assignment, and on what grounds.
- If the lease is unsuitable, negotiating a new lease as part of the transaction.
Without secure tenure, the value of the business may be significantly reduced.
Expert Business & Commercial Legal Services
Whether you’re buying your first small business, selling a long-standing family enterprise, or negotiating a complex corporate transaction, Attwood Marshall Lawyers can help you understand your legal rights and obligations.
Contact our Gold Coast, Brisbane, Sydney, or Melbourne offices today to speak with one of our experienced business lawyers.
