Buying or Selling a Business

When buying or selling an established business there are many matters that must be considered. We can assist you in every step of your purchase or sale, advising you on issues such as:

1. The business structure: An initial matter you should address when considering the purchase of a business is the structure of the entity with which you wish to own and operate the business. For example, you may wish to proceed as a sole trader, with others as a partnership, or alternatively as a company which may be a stand alone entity or as trustee of a family trust. The choice between appropriate structures depends upon factors such as tax planning, asset protection, finance availability and compliance costs. We can assist you in identifying such issues and work with your accountant to create the most beneficial structure for your needs and circumstances.

2. The contract: It is usually the obligation of the vendor’s (the seller) solicitor to prepare the Contract for Sale of Business. The contract contains not only the fundamental terms such as the purchase price, business equipment/assets being purchased but also terms relating to the assignment of the lease (if any). We will draft a contract to protect you as vendor and advise you on the terms of the contract as purchaser to ensure that the terms of the contract give full effect to your understanding of the agreement. During this process we will advise you on amendments to protect your interest, including the transfer of intellectual property and other keys assets such as client lists and telephone numbers.

3. The business premises: The goodwill of a business may be strongly associated with the location of the business. If you are selling the business we will ensure the lease is fully assigned and your obligations as tenants released by the landlord. If you are purchasing we can assist by either ensuring the proper assignment of the existing lease or advising and assisting you with the negotiation of a new lease. We will ensure those documents are executed simultaneously or as a condition of the business contract to ensure the business has a place to operate from.

4. Finance: Often it is necessary to obtain a loan in order to purchase a new business. We can advise you on the terms of your lender’s finance documents (loan agreements, mortgages) and liaise with your lender to ensure that funds are available for settlement of your purchase. As seller you may have an existing charge over the business assets, or personal assets as guarantor. We will ensure the charge or mortgage is released on settlement of the sale of business.

It is imperative to seek qualified legal advice when purchasing or selling a business. Our business and commercial lawyers have extensive experience in these transactions and we invite you to get in touch with one of our offices.