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Business Acquisition

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Business Acquisition Contract 

 

This Business Acquisition Contract Template is used to transfer the ownership of a business.  Included are the terms of the sale and what is or is not included in the sale price.

Option clauses and warranties also form part of this contract, which protects both the seller and the purchaser after the transaction has been completed.

Business Acquisition Contract Template includes:-

  • Defined Terms & Interpretation
  • Sale And Price
  • Conditions Precedent To Completion
  • Post Completion Period
  • Completion
  • Stock In Trade
  • Debtors
  • Adjustment Payments
  • Employment And Superannuation
  • Premises Lease
  • Licence
  • Competition
  • Requisitions
  • Warranties And General Indemnities
  • Default
  • Goods And Services Tax
  • Confidentiality
  • Stamp Duty, Tax, Costs And Expenses
  • Income Tax Assessment Act
  • Telephone
  • Service Agreements
  • Claims By Clients
  • Dispute Resolution
  • General
  • Seller
  • Stakeholder
  • Sellers Solicitors
  • Location Of Premises
  • Real Property Description Of Premises
  • Business Name
  • Telephone Number Of Business
  • Facsimile Number Of Business
  • Email Address And Domain Name
  • Deposit
  • Requisition Amount
  • Post Completion Requisition Amount
  • Key Persons
  • Particulars Of License
  • Assignment Of New Lease
  • New Lease Requirements
  • Authority
  • Accuracy Of Information
  • Conduct Of Business
  • Financial Position
  • Title
  • Tangible Assets
  • Premises
  •  Premises Lease
  • Employees
  • Unions
  • Funding Of Seller’s Fund
  • Authorisations
  • Litigation
  • Solvency
  • Records
  • Tax And Duties
  • Claims
  • Intellectual Property
  • Restraint Of Trade

Business Acquisition Contract Template

This  Business Acquisition Contract Template is approximately 55 pages in length

Includes GST

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Introduction

Not all sellers of a business prepare a contract for sale prior to the business being sold. In circumstances where a competitor offers to buy out a business, the buyer will prepare a contract known as an Acquisition Contract.

A Sale of Business is conducted in a similar way to a sale of land: exchange of contracts, followed by a period in which the purchaser makes inquiries and the vendor prepares for settlement, and ending in settlement:

Business Acquisition Generally

There are no statutory disclosure requirements for the sale of a business, so purchasers need to be careful about what they are buying. This means carrying out due diligence either before or after a contract is entered into.

Business Acquisition Contract

No particular form of contract is prescribed by law.

A well drafted Acquisition Contract lists everything that comprises the business being purchased. The contract also outlines the obligations of the parties. A written contract is prudent and necessary in order to:

(a) Provide evidence of title to the various components of the business.

(b) Define precisely when the vendor’s obligation to pay outgoings and collect revenue ends, and the purchaser’s begins.

(c) Claim the GST ‘going concern’ exemption. (See a New Tax System (Goods & Services Tax) Act 1999 Sect 38.325)

(d) Non-disclosure. If the sale does not proceed, the vendor would usually prefer to have this kept confidential.

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Partnership Agreement

Simple Partnership Agreement is necessary as a foundation of your business partnership.  This agreement ensures that your interests, and that of your partners, protected. Apart from reflecting clearly what business terms the partners agree on, this agreement also provides guidance to mediate any disputes that may arise.

Shareholder Agreement

A shareholders Agreement Template (Shareholders Agreement) is general contract that attempts to regulate the rights and obligations of Shareholders or  in the context of their ownership of securities in a company.  The company itself may also be a party to the Shareholders Agreement

Share Sale Agreement

A basic form of a Share Sale Agreement.  The variables are contained in a schedule at the end of the Agreement for ease of drafting.

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