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Contract for Sale of Business

Contract for the Sale of Business

Contract for Sale of Business 

Generally, an intermediary draws up the sale contract (except in NSW where a solicitor does it). Most small business owners will ask a solicitor to review the contract, and the contract will also be checked by the buyer’s solicitor.




  • all the relevant assets that are being transferred, including property, equipment, fixtures, fittings, stock, and any rights to use any names
  • all the relevant liabilities, including creditors (people or businesses that your business owes money to) and the lease of the business premises
  • responsibility for employees and employee entitlements, including whether employees are to be transferred with the sale (if the new owner isn’t an ‘associated entity’ – related to the old business in some way – they don’t have to recognise some entitlements)
  • statements about what will happen if any issues arise (for example, the buyer decides not to proceed, inaccuracies are discovered in the contract, etc)
  • any restrictions on trading in your profession after the sale (to prevent you from competing directly against the new owner).

Contract for Sale of Business; includes:

  • Assets
  • Consideration
  • Deferred consideration
  • Completion
  • Post completion obligations
  • Assignment of Contracts
  • Employees
  • Liabilities
  • Restrictive covenants
  • General provisions plus 5 Schedules:
    • Schedule 1 – Warranties
    • Schedule 2 – The Shareholders
    • Schedule 3 – Apportionment of consideration
    • Schedule 4 – Moveable assets
    • Schedule 5 – The contracts

28 pages long.

Leasing Agreement Contracts

Sale of Business Contracts



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