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Business Sale and Purchase

Business Sale and Purchase

Perth Business Lawyers

West Perth Legal has helped many business owners successfully buy or sell a business in WA. This ranges from medical practices, restaurants, trades businesses and professional services firms. We work closely with our clients on all legal aspects of a business sale or purchase from negotiation of a business sale or purchase agreement to transferring the legal ownership from one party to another.

There are many facets to the purchase and sale of a business. It is important that each party to a sale or purchase of business transaction be independently advised by a lawyer and an accountant.

West Perth Legal Advantage

  1. We are local and we understand the local business environment.
  2. We have successfully assisted many WA businesses on their business sale and purchase.
  3. We understand that each client is different, and we seek to understand your situation first before we provide you with our fee proposal. Our services are tailored depending on your needs and budget. In addition, our fees are often fixed.
  4. A dedicated lawyer will work on each matter from beginning to finish.
  5. We offer a free 15 minute telephone consultation.

The Business Purchase and Sale Services We Offer:

  • Business structuring advice. For example, advice on whether to use a company, partnership, or trust.
  • Business structure set up and legal documentation.
  • Arranging due diligence searches and inspections
  • Sale and purchase agreements
  • Lease review and lease assignment
  • Put and Call options
  • Liaison with financial institutions
  • Transfers of liquor licences
  • Transfers of equipment licences
  • Franchising agreements
  • Organizing and attending settlement

Tips for a buyer of a business

  1. Before signing any documents or making any written offers, make sure you first obtain legal and taxation advice as to the correct buying entity in which your business will be held (e.g., company, unit trust, family trust, partnership, etc).
  2. If you are buying the business with a partner (regardless of the buying entity), we suggest putting in place a shareholder / unit holder agreement or partnership agreement.
  3. Consider if you have sufficient funds to purchase the business assets and pay any lease assignment costs, transfer duty, etc.
  4. Consider if you should or need to obtain finance to purchase the business and speak to your financier before making an offer.
  5. Consider if you require certain permits, licences or approvals in order to operate the business.

Tips for a seller of a business

  1. Make sure the financial statements of your business are up to date.
  2. Ensure you protect all intellectual property, business names and other goodwill of the business.
  3. Check any “key contracts” of your business, such as supply agreements, to confirm they are in writing and are assignable.
  4. Ensure you have employment agreements in place for your key staff and refrain from alerting them to the proposed sale until just before settlement and you are certain the transaction will proceed.
  5. Ensure any lease for the business is properly documented with a sufficient remaining lease term or assignable option periods to make the business attractive to a potential purchaser.

FAQs

What is Business Settlement?

Business settlement is the process of transferring the legal ownership of a business or business asset from one party to another.

Why use a business lawyer rather than a settlement agent for your business settlement?

A lawyer is qualified to give you legal advice, whilst a settlement agent is not qualified to give you legal advice. This means if an issue arose during the transaction and you needed to get legal advice, a settlement agent would not be able to provide you with the legal advice and you would need to engage a lawyer. Business sale and purchase can involve multiple legal issues, and as such, we highly recommend each party seek independent legal representation.

Contact us to arrange a consultation with one of our lawyers.

What is included in Business Settlement services?

If you have already signed an Agreement for Sale of Business, then business settlement services will typically include the following:

  • Review of the Agreement for Sale of Business and advising you of the key terms and requirements
  • Confirm the business details with government authorities
  • Work with relevant government authorities for rates, taxes and water consumption or licensing purposes
  • Prepare relevant documents for you to sign to complete the transfer
  • Lodge the contract for assessment for transfer duty purposes
  • Liaise with your bank to help with preparation of mortgage or discharge of mortgage documents
  • Adjustment of rates, taxes, stock etc at settlement
  • Attending settlement and paying or receiving funds on behalf of the client
  • Ensuring the business name is registered under the correct name
  • After settlement, making payment on your behalf for outstanding taxes and rates

What is the business settlement fee?

This depends on many factors. For example, if you need advice or legal documentation for your business structure, if you need assistance with drafting or negotiation of an Agreement for Sale of Business, if you need assistance with lease negotiation etc.

If you do not need legal advice or contract drafting, a simple purchase settlement starts from $1,200 + GST and a sale settlement starts from $1,000 + GST.

We tailor our quotes in accordance to your situation and budget. Enquire today.

Business Law and Structuring

Our Lawyers provide tailored legal services in accordance with your budget and needs. Whether you are setting up a business, buying a business or running a business, let us help you make the process smoother.

Setting up a new business

If you are establishing a new business enterprise, we can help you make sure that you are setting the business up soundly, whether by partnership, joint venture, company, trust or franchise.

We can assist you with choosing the best structure for your business and financial needs.

Company registration

We can help you set up your company and register it with the Australian Securities and Investments Commission (ASIC).

We can assist with:

  • Providing advice on company structures
  • Providing advice on director’s duties
  • Providing relevant legal documents for the set up and operation of a company
  • Registering the company with ASIC and obtaining an ACN
  • Registering a business name
  • Registering the company for GST and PAYG withholding

Business Structuring Advice

There are four common business structures to choose from – sole trader, partnership, company or trust. Different structures have different legal risks, costs and tax obligations. It is important to set up the right structure for your business to minimise any transfer duty or tax costs should you decide to change.

West Perth Legal provides a one-on-one consultation with an experienced lawyer who will provide you with legal advice in accordance with your business type, risk profile and long-term goals.

If you’re looking to restructure your business, we can help with partnership dissolution and corporate restructures.

Due Diligence

If you are purchasing a business, it is prudent to conduct due diligence before you enter into a purchase contract.

What is involved in business due diligence?

Business due diligence is the process of investigating information provided by the seller of a business. For example, checking the business’ contracts, financial records, employment records, screening for outstanding legal disputes, checking for IP protection and customer lists.

West Perth Legal has experienced lawyers who have performed due diligence for complex business sale and purchases. Contact us today to discuss your needs and how we can help you.

Director’s Duties and Liabilities

Directors are responsible for the management and operation of its company. Director’s duties are set out in the Corporations Act 2001 (Cth), the Company Constitution and under common law.

It is important for a director to understand its duties, as failure to act in accordance with those duties may expose him or her to civil and criminal penalties, and personal liability.

What are the key Director’s Duties?

Key Director’s Duties

  • Duty to Act in Good Faith in the best interest of the company
  • Duty to act with care and diligence
  • Duty to not improperly use your position to gain advantage for yourself or someone else, or to cause detriment to the company
  • Duty to not improperly use information obtained through your position to gain an advantage for yourself or someone else or to cause detriment to the company
  • Duty to prevent insolvent trading
  • Duty to keep books and records

How can West Perth Legal help me?

If you are a newly appointed Director, we can discuss and help you execute your Director’s duties.

If you have a question regarding compliance with your director’s duty, we can provide legal advice in that regard.

Corporate Governance

Corporate Governance refers to the system of processes and procedures which creates the framework by which the company interacts with its management, shareholder, directors and other stakeholders. It is important to have a system in place as it is a driver of the performance of a company.

West Perth Legal can assist with various aspects of corporate governance including:

  • Compliance with the Corporations Act 2001 (Cth) advice
  • Director’s duties and liabilities advice
  • Shareholder agreements and amendments
  • Company Constitution interpretation and amendments
  • Shareholder rights
  • Share sale and purchase
  • Board accountability
  • Board meeting and minutes

Book a free initial phone consultation and receive answers to all your legal questions

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