Buying a Business
Make a smart purchase with the right legal advice
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A business purchase is a major investment, and the right legal advice helps you avoid costly mistakes.
I ensure you understand exactly what you are buying, protect your interests, and structure the deal to support your commercial goals so when you take over the business, you have a head start.
Buying a Business
Buying a Business?
Make sure you get off to a good start
Buying a business is a major investment, and the right legal advice can mean the difference between a strategic acquisition and an expensive mistake. A well-structured contract does more than document the deal. It protects your interests, clarifies your rights and obligations, and helps you avoid unnecessary risks.
I take a commercially focused approach, ensuring you understand exactly what you are buying – assets, contracts, liabilities, and potential risks – so you can make informed decisions with confidence.
I also ensure that key terms, including purchase price, payment structure, seller warranties, and post-settlement obligations, are clearly defined and structured to work in your favour.
No matter the size or complexity of the business, I make sure the legal details align with your commercial objectives, setting you up for success from day one.
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Secure IP assets
Intellectual property is often one of the most valuable parts of a business. I ensure trademarks, patents, trade secrets, and branding are properly transferred or licensed so you have full rights to what you are buying.
Employees & contractors
Employees and contractors are critical to business continuity, but their entitlements and contracts can create legal and financial risks. I ensure obligations are clearly outlined so you do not inherit unexpected costs or disputes.
Be clear on liabilities
Not all business liabilities are obvious. I dig into the details – financial obligations, legal risks, and hidden liabilities – so you understand what you are committing to and can make informed decisions.
Key relationships
Losing customers or suppliers can impact the success of your purchase. I help you secure contracts and agreements so key relationships remain intact after settlement.
Negotiation
A well-negotiated purchase can mean better terms, reduced risk, and stronger protections. I ensure the deal is structured fairly, covering price, payment terms, and risk allocation so you get the best outcome.
Worth Knowing
Things to consider when you are buying a business
Due diligence
Know exactly what you are buying
Due diligence isn’t just a legal formality, it’s essential to understanding the true value and risks of the business. This process involves reviewing financial records, contracts, liabilities, assets, customer relationships, and any potential disputes that could impact your investment.
Structure of the acquisition
Asset sale or share sale?
Are you buying the business assets or taking over the company by purchasing shares? Each structure has different tax, liability, and operational implications. The right choice depends on factors such as risk exposure, debt assumptions, and tax efficiency.
GST treatment
Is it a supply of a going concern?
If a business is sold as a going concern, it may be GST-free, but only if specific legal conditions are met. Buyers and sellers cannot assume GST exemption applies just because a business is trading. Getting this wrong can lead to costly tax issues, so the contract must be structured correctly.
Premises
Can you stay? Do you need a new lease?
If the business operates from a leased premises, you must ensure the lease can be transferred or renegotiated. If the lease term is short, you may need to secure an extension before settlement.
Contractors & suppliers
Maintaining key relationshi
Not all customer and supplier contracts automatically transfer with the sale. Check whether key contracts can be assigned or need to be renegotiated, as losing major suppliers or clients could significantly impact the business’s value.
Employees
Who stays and who goes
Will employees transfer to you, or will the seller terminate them before settlement? Some businesses also rely on key employees, and losing them could impact operations. The sale contract should clearly set out employee obligations and secure agreements with key staff where necessary.
Liabilities
What are you taking on?
Some liabilities stay with the seller, while others transfer to you. This includes outstanding debts, supplier obligations, tax liabilities, and employee entitlements. Identifying these before committing to the purchase can help you renegotiate terms or reduce risk.
Restraint of trade
Prevent the seller from competing with you
After buying a business, the last thing you want is the previous owner setting up a competing business nearby. A non-compete clause can prevent this, but it must be reasonable and enforceable, or it may not hold up in court.
Disputes
Are there any hidden issues?
Investigate whether the business has outstanding legal claims, supplier disputes, or regulatory issues. Any unresolved problems could become your responsibility after settlement.
Assets & security interests
Who has a claim over what?
Ensure the sale agreement clearly defines which physical and intangible assets you are buying—such as stock, equipment, intellectual property, contracts, and goodwill. Some assets may be under finance or subject to security interests, so PPSR (Personal Property Securities Register) searches should be conducted to confirm no existing claims remain after settlement.
FAQs
Frequently asked questions
I believe legal advice should be clear, practical, and easy to access.
Here are answers to some of the most common questions clients ask me - so you can feel confident and informed before we even speak.
Yes. I provide legal advice and support for all types of property transactions across NSW — including residential and commercial purchases, sales, and leasing.
Yes. I can review and explain the contract, highlight any risks or red flags, and negotiate terms where needed before you sign.
Yes. All my services are fixed-fee wherever possible, so you know what you're paying upfront — no surprises.
Yes. I provide online legal services across NSW, including for clients in regional areas and interstate buyers and investors.
Once you get in touch, I’ll review your documents, provide upfront advice and costs, and handle everything through to settlement — keeping you informed at every stage.
Insights & Practical Advice
Adjacent Legal Blog
Smart legal decisions start with the right information.
Here you’ll find clear, real-world insights on property, leasing, contracts, and business law - written to help you cut through complexity and stay in control.
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