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Sell your business outright

We will help you sell your business at a fair price, on terms that stop following you once the money lands.

You only sell a business once. The price is the part everyone talks about, but the terms decide how much of it you keep. A buyer will ask you to promise things about the business you are handing over, and those promises can be called in long after settlement. We act for sellers on asset sales and share sales. The work that matters is in the warranties, the retention and the restraint, not the headline number.

Speak to a lawyer What is included

Warranties with a limit

Your promises to the buyer carry a cap and an end date instead of running indefinitely.

Disclosure that closes claims

What the buyer is told before signing cannot come back as a warranty claim afterwards.

Tax settled before the contract

Your concession eligibility is confirmed while the structure can still be changed.

What is involved in selling 100% of your business?

A whole-business sale happens in one of two ways. In an asset sale the buyer takes the things the business runs on: plant, stock, goodwill, contracts and staff. In a share sale the buyer takes the company itself, and everything it has ever done comes with it.

The choice matters for tax, for which contracts have to be reassigned, and for how much of the past stays with you. It also drives the documents. Both routes run on a sale agreement, a disclosure exercise and a set of warranties sitting behind the price. The Income Tax Assessment Act 1997 (Cth) (the Tax Act) is where the small business concessions live. Eligibility is usually settled by your structure, long before anyone drafts a contract.

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What is the difference between an asset sale and a share sale?

In an asset sale the buyer takes the assets the business runs on, and the company stays with you. In a share sale the buyer takes the company, including its history and its liabilities. Buyers usually prefer asset sales and sellers usually prefer share sales, so the tax outcome often decides it.

How long does it take to sell a business?

Most sales take three to six months from heads of agreement to settlement. Due diligence is the part that stretches. Having your contracts, leases, financials and employee records in order before the buyer asks is the single biggest time saver.

What warranties will I be asked to give?

Expect questions about the accuracy of the accounts, the state of your contracts, tax, employee entitlements and general compliance. The point of negotiation is not whether you give warranties. It is how long they last and how much they can cost you.

What is a retention, and can I avoid it?

A retention is part of the price held back for a period in case a warranty claim arises. Buyers ask for them often, particularly in share sales. You can usually negotiate the amount down and tie its release to a fixed date rather than the buyer’s satisfaction.

The price is settled in weeks, the terms follow you for years

Tell us what you are selling and how far the deal has gone. We will tell you what the structure costs you in tax and where the buyer’s draft is one-sided.

A good price means nothing if the claims arrive after settlement

The buyer’s lawyers will send a sale agreement written for the buyer. It will ask you to warrant the accounts, the contracts, the staff entitlements and the tax position. It will also ask you to leave money behind in case any of that turns out to be wrong.

You have run the business for years and you know it works. You cannot honestly promise that nothing in a decade of trading will ever be questioned.

We will advise on whether an asset sale or a share sale leaves you better off.
We will confirm your eligibility for the small business CGT concessions before the contract is drafted.
We will prepare or negotiate the sale agreement, the warranties and the disclosure letter.
We will negotiate the retention and the restraint of trade so both have limits.
We will manage due diligence and coordinate settlement with landlords, financiers and employees.

You have built something worth buying and you are ready to hand it over

You have had an approach, or you decided it was time and went looking. There is a number on the table that feels about right. The buyer’s lawyers have sent a heads of agreement and a due diligence list that runs to several pages. You know the business inside out, and you are about to find out how it looks to somebody reading it cold.

What's included in your business sale service

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Advice on sale structure, asset sale against share sale.
Small business CGT concession eligibility check.
Heads of agreement review and negotiation.
Sale agreement preparation and negotiation.
Warranty schedule, disclosure letter and retention negotiation.
Due diligence management and settlement coordination.

What it costs a seller to sign the buyer's draft

Sellers rarely come unstuck on the price. They come unstuck on the paperwork that follows it. A warranty schedule accepted without negotiation covers everything the business has ever done, with no cap and no time limit. A payroll error from four years ago then becomes your problem three years after you left. A retention of twenty per cent, released only when the buyer is satisfied, gives the buyer every reason to find something.

Then the smaller things compound. A restraint drafted too wide can stop you working in your own industry. A landlord who was never asked to consent can refuse the lease transfer a week out from settlement. Each of these is cheap to fix before signing and expensive to argue about afterwards.

How we get you out cleanly

We start with the structure, because that is where the tax is decided. Asset sale or share sale, who holds what, and whether the small business concessions are available to you. That work happens before the contract, not after it.

Then we take the buyer’s draft apart. We cap the warranties, put a time limit on them, and carve out anything you cannot honestly stand behind. We build the disclosure so that what the buyer already knows cannot come back as a claim. We negotiate the retention down and tie its release to a date rather than a mood. By settlement you know exactly what you have promised, for how long, and what it could cost you.

How a sale gets done

From the first offer to the day the money clears, your position is the one we protect.

Set the structure

We work out whether the sale is of assets or shares, confirm your tax position, and fix what needs fixing before a contract exists.

Argue the terms

We negotiate the warranties, the retention and the restraint, and build a disclosure that closes off claims the buyer could otherwise make.

Settle and walk

We satisfy the conditions, coordinate landlords, employees and financiers, and get you to settlement with your exposure defined.

Sellers' lawyers who negotiate the warranty schedule, not just the price

Selling the business is not only a transaction. It is the end of the thing that has organised your working life. That makes the pressure to get it done work against you. Most sellers are more tired by the time the contract arrives than they expected to be, and tiredness is what a buyer negotiates against.

We have 2 Accredited Specialists in Business Law. We have acted for sellers on both asset and share sales, across trades, professional practices, manufacturing and retail. We know which of the buyer’s requests are standard and which are worth a fight. Our job is to keep you clear-headed about the difference.

Our great lawyer guarantee

Six principles we hold to, whatever you bring us and however long it takes.

Take the time

We listen carefully to understand what you want to achieve, then step you through the advice and the documents.

Share our knowledge

We pass on as much as we can, so you can make your own informed decisions.

Stick to our knitting

We only do what we are good at, so you never pay for our learning.

Work as one team

Someone is always available to answer your question or point you the right way.

Fair pricing

A fixed or capped quote for advice and documents, so you do not carry the price risk.

It is your show

We are in it for a front row seat to witness your success, not for our egos.

Sell it once, and sell it properly

Send us the heads of agreement, or the buyer’s first draft if there is one. We will tell you what you have been asked to promise and which terms are worth holding out on. Then you will know what you are still exposed to on the day after settlement.

Speak to a lawyer 1300 654 590