Sale of Business Agreement Template

A Sale of Business Agreement is entered into where one party (the seller) wants to sell its business to another party (the buyer).

In the event that the sale and purchase of the business includes the buyer purchasing real estate or taking over a lease then we recommend that legal advice be sought. We recommend that you seek tax, accounting or legal advice to ensure that the transaction is structured in the most tax effective way.

It is important to keep in mind that before a potential business acquisition, you may require a Heads of Agreement.

LVConnect members can download all legal document templates free of charge, including this Sale of Business Agreement. LVConnect membership also unlocks unlimited consultations with our lawyers, faster turnaround times and members-only discounts. Learn more about becoming a LVConnect member today.

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What’s included?

This LegalVision Sale of Business Agreement template sets out the following clauses:

  • purchase price
  • conditions of sale
  • conduct before completion
  • stock, training, employees, superannuation, contracts and equipment
  • premises
  • warranties and guarantees
  • restraint
  • GST
  • confidentiality
  • dispute resolution

The document is 34 pages long and contains 21 sections and 10 schedules.

This template contains the basic requirements of a sale of business agreement, under which a business and assets are transferred from a seller to a buyer. It is prepared from the perspective of the seller. This agreement is not suitable for sale of shares in a company.

The purchase price payable by the buyer to the seller may be apportioned between goodwill, plant and equipment and stock. The apportionment of the purchase price between these assets of the business may give rise to different tax consequences and therefore provides the opportunity for tax planning by the seller and the buyer, for which accounting, taxation or financial advice should be sought. Generally the sale of a business is not subject to GST.

It might also make more sense to use a state specific sale of business agreement, rather than the Sale of Business Agreement template, as the other parties’ solicitor will generally be more familiar with the state specific document. LegalVision’s Sale of Business team can assist you with drafting a document that is best suited to your needs.

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