Selling your Business
From offer to settlement, get legal advice that protects you at every stage
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Selling your Business
Legal Advice for Business Sellers
A clear contract and the right legal strategy make all the difference
Parting with a business is a significant milestone that requires careful planning to achieve the best result. I take the time to understand your business so I can craft a sale contract that reflects its unique characteristics and meets your specific needs. I also help you anticipate the due diligence investigations buyers may conduct and guide you through the process of transferring business assets once the sale is agreed.
Selling a business you have built and invested in can be both a professional and personal challenge. I understand that this is more than just a legal or commercial process; it is a significant step for your future.
As a seller, securing a good price is only part of the equation. Ensuring you are not left with ongoing liabilities after settlement is just as important. With my experience in commercial law, I focus on protecting your position throughout the sale, helping you avoid unnecessary risks and ensuring the terms align with your business goals and future plans.
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Structuring the deal to suit you
How the sale is structured affects everything from tax obligations to legal risk. I advise on the best approach, whether an asset sale (selling specific business assets) or a share sale (transferring company ownership), ensuring the deal aligns with your financial and commercial objectives.
Drafting and negotiating the agreement
The sale contract is the foundation of your exit. I ensure it reflects the deal negotiated, is legally sound, and protects your interests, covering price, payment terms, warranties, handover conditions, and risk allocation. I also negotiate terms to secure the best possible outcome for you.
Managing due diligence
Buyers will want to examine financial records, contracts, intellectual property, and compliance matters. I help you prepare for due diligence, ensuring disclosures are accurate and strategically managing what information is shared to protect your position.
Contracts, Leases and Licences
Most businesses rely on key contracts—leases, supplier agreements, client contracts, and intellectual property rights. I ensure these agreements are properly assigned, novated, or terminated, obtaining any necessary third-party consents to avoid issues post-sale.
Making restraints fair
A non-compete clause can prevent you from setting up a competing business or working for a competitor after the sale. I draft terms that are strong enough to protect the buyer’s investment while remaining reasonable and legally enforceable, so they do not unfairly restrict your future opportunities.
Managing payment terms
Not all business sales are paid in full at settlement. If the sale involves instalments, vendor finance, or an earn-out agreement, I ensure payment terms are clearly defined, legally enforceable, and structured to protect you from non-payment.
Advising on tax implications
Selling a business comes with tax considerations, including GST, capital gains tax (CGT), and potential stamp duty obligations. I work with your accountant to ensure tax risks are identified early and you understand your obligations, helping you avoid costly surprises.
Protecting you from future claims
Buyers often request warranties and indemnities, which can expose sellers to risk after settlement. I carefully draft these terms to limit your liability, ensuring you are not held responsible for unforeseen business issues after the deal is done.
Settlement and a clean exit
Finalising the deal requires more than just signing a contract. I oversee settlement, ensuring all legal conditions are met, payments are transferred correctly, and any final handover obligations are completed. My goal is to ensure you walk away with no loose ends and no ongoing liabilities.
A clear contract and the right legal strategy make all the difference.
Selling a business is a big move, and the right preparation is key to securing the best outcome. I help you navigate due diligence, manage risk, and ensure a smooth handover of assets.
A strong sale is about more than just price. I focus on protecting you from ongoing liabilities and structuring the deal to align with your goals so you can move forward with confidence.
Worth Knowing
Things to consider before you list your business for sale
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Liabilities
What stays and what goes?
What liabilities does your business have, and how will they be handled? Will the buyer assume them, or do they need to be cleared before settlement? This includes outstanding debts, supplier obligations, tax liabilities, and employee entitlements. Identifying and addressing these early can help prevent settlement delays.
Assets
What are you selling?
What assets are included in the sale, and how will they be transferred? This covers tangible assets like stock, equipment, and property, as well as intangible assets such as intellectual property, contracts, and goodwill. Ensuring these are accounted for in the sale agreement avoids misunderstandings later.
Disputes
Do you have any unfinished business?
Are there ongoing or potential disputes involving the business? Legal claims, customer complaints, supplier disagreements, or regulatory issues can reduce the sale price or delay settlement. Resolving these before listing the business strengthens your position.
Premises
What happens with your lease or property?
Does the business operate from a leased or owned premises? If you own it, will you sell or lease it to the buyer? If leasing, the remaining lease term can impact the business’s value, so negotiating an extension before listing may be beneficial.
What's next?
Protect your future plans
What are your plans after the sale? If you intend to start another business, make sure the sale agreement does not contain restrictive non-compete or non-solicitation clauses that could limit your next move.
Structure of the sale
Asset sale or share sale?
Most business sales involve selling assets, but if your business is owned by a company or unit trust, you may have the option to sell shares or units instead. The right structure affects tax, liability, and operational continuity, so it is important to determine the best approach before negotiations begin.
Your goal
What does a successful sale look like for you?
Selling a business isn’t just about price. Do you want to exit completely, or stay involved in some capacity after settlement? Is securing a quick sale more important than maximising value? Defining your goals from the outset will help shape the deal and ensure the outcome meets your expectations.
Tax & GST
What are the implications?
Business sales may be subject to GST, capital gains tax (CGT), and other tax obligations. Understanding these before negotiations begin can help structure the deal in the most tax-efficient way. Seeking early advice can prevent unexpected costs at settlement.
Financed assets & equipment
Who takes over the payments?
Many business assets, such as vehicles, machinery, and technology, are leased or under finance. The sale contract must clearly state which assets are leased and how these liabilities will be handled. Failing to address this can lead to disputes or unexpected costs 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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