Special Conditions for Sale of Business (NSW) for Legal Practitioners & Business Owners

Ensure structured and efficient business transactions with our Special Conditions Contract for Sale of Business (NSW). This document is designed for lawyers, business owners, and financial professionals, offering a clear framework for the sale and transfer of businesses in New South Wales while ensuring compliance with legal and financial obligations.

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Special Conditions for Sale of Business NSW

Special Conditions for Sale of Business in New South Wales is done with the Contract for Business created by The Law Society of New South Wales.

For each edition, practitioners have been formulating their own Special Conditions. For whatever reason, each edition of standard terms produced by the Law Society of New South Wales spawns its own unofficial  special conditions which filter through the profession, attached to clients’ contracts. 

The Special Conditions Contract for Sale of Business alter Standard Terms of the Contract for the sale and purchase of business by:

  • Deleting and amending the Standard Terms
  • Including new terms which are not included in the Standard Terms

This has the effect of removing some unwanted results from using the Standard Terms in their unamended form.

Sale of Business NSW

The Special Conditions to the Contract for the sale of Business are designed to be added to the Contract for the Sale of Business . They are normally inserted after the Standard Terms

Note Special Conditions are not intended to be used on their own. You still need to purchase the Contract for the sale of Business from the Law Society of New South Wales. There is an online shop on the website of the Law Society of New South Wales from which you can purchase a one-use-only copy of the Contract for the sale and purchase of Business. Select the appropriate set of special conditions, add your annexures and you have your Contract!

New: Special-Conditions-for-Law-Society-2021-Contract-for-Sale-of-Business

 These Special Conditions have been drafted to complement the Law Society of New South Wales Contract for Sale of Business 2021 (now called the Contract for the Sale and Purchase of Business 2021 Edition)

agency agreement appointment of a purchasing agent
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Why Legal Practitioners and Business Owners Need a Special Conditions Contract for Sale of Business (NSW)

A Special Conditions Contract for Sale of Business (NSW) is essential for formalising the terms and conditions of a business sale, ensuring both buyers and sellers are protected throughout the transaction. This agreement helps mitigate risks, define obligations, and establish a structured framework for ownership transfer

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Special Conditions for the Sale of Business NSW

The Special Conditions contain 31 additional clauses to the standard terms contained in the Law Society contract (listed below)

Variations To Printed Form

Agent

Whole Agreement

Death, Bankruptcy & Liquidation

Interest For Late Completion

GST – Going Concern

GST – Purchaser To Pay

GST – Reverse Charge

GST Registration For Gst

Transfer Of Intellectual Property

Key Persons To Sign The Restraint Contract

Attorney (Guarantor)

Condition Precedent

Costs And Stamp Duty

Confidentiality

Contemporaneous Completion

Counterparts

Force Majeure

Further Assurance

Guarantee And Indemnity

Interpretation

Proper Law

Restraint Of Trade

Retention Of Title

Rights Not Affected By Failure To Enforce

Rights To Survive Termination

Severability

Liquor Licence

Termination

Time Of The Essence

Whole Agreement

 

The precedent can be used as a memory jogger – remind yourself of what extra clauses are available and simply delete the ones that are not required. The included Table of Contents will update itself.

 

 

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