Buying and Selling a Business
Business Lawyers for Buying & Selling Businesses
Are you seeking a lawyer for buying or selling a business? Consider the services of Duffy & Simon. Our experienced lawyers are the epitome of professionalism and empathy, helping clients achieve even their most ambitious goals. As prominent business lawyers in Melbourne, we work closely with clients across Pakenham, Officer, Beaconsfield and surrounding areas to help sell and secure businesses.
If you are considering buying or selling a business, it is essential to work closely with a business lawyer. Having an expert on your side to provide legal guidance, advice, and assistance will ensure a timely and smooth transaction and help you avoid disappointment. From preparing sale contracts to negotiating the terms of purchase agreements, a business lawyer can assist you through the entire process.
Business Lawyers for Small Business: How We Can Help
At Duffy & Simon, we specialise in providing comprehensive legal services for business acquisitions and sales, ensuring our clients are protected every step of the way. We’ve helped small business owners across Melbourne by offering personalised legal advice tailored to their business needs.
By applying a step-by-step approach, we can guide you through the legal procedures of buying and/or selling a business and prepare contracts of sale, licences, and permits with your interest at the forefront. This will give you peace of mind as you pursue the purchasing or selling of a small business.
Our expertise in commercial law means you’ll receive not only meticulous attention to detail but also practical solutions that align with your business goals. We leverage our legal services to assist with the following:
Preparation of Contract of Sale
When buying or selling a business, it’s essential to have a well-drafted contract that clearly outlines the terms and protects your interests. Our lawyers ensure that your contracts are meticulously prepared, covering all key aspects such as the sale price, transfer of assets, and any restraint of trade clauses.
Review of Sales of Business Contracts
Before entering into any business sale agreement, it’s crucial to have the contract reviewed by an experienced business lawyer. We carefully examine every clause to ensure the terms are fair, comprehensive, and legally enforceable. Our goal is to identify any potential risks or gaps that could affect the sale and protect your interests throughout the process.
Identify Appropriate Business Structure
Choosing the right legal structure is critical to your business’s long-term success. We assist in identifying the appropriate structure, whether it’s a sole proprietorship, partnership, or corporation. Our business formation lawyers can help you set up your business to minimise legal risks and take advantage of tax benefits.
Preparing of Partnership and Shareholder Agreements
To protect your business and define the roles and responsibilities of all parties involved, you need strong, legally sound partnership and shareholder agreements. Our lawyers will draft clear agreements that address governance, profit distribution, dispute resolution, and other critical issues to help avoid future disputes and ensure smooth collaboration between partners and shareholders.
Review of Franchise Agreements
If you are entering into or exiting a franchise business, it’s vital to have a legal expert review the franchise agreement. Our lawyers will assess the agreement to ensure it accurately reflects your obligations and rights under the franchise model. We look at factors such as fees, territory restrictions, and intellectual property usage to ensure the agreement supports your business goals.
Transfer of Commercial Lease
When acquiring or selling a business, transferring a commercial lease can be a complex process. We handle the legal aspects of the lease transfer, ensuring that your lease agreements align with the terms of the business transaction.
Do You Require Business Succession Planning?
Along with buying and selling businesses, our commercial lawyers are experts in business succession planning. This is the process of preparing your business for the transfer of management and ownership in case you ever step away. It involves identifying new leaders and creating a roadmap to ensure the successful continuation of the business, even if your departure is unexpected. Business succession is an alternative to selling that might interest you, especially if yours is a family business. Furthermore, if your business is complicated by family matters, you might be interested in our family law services. At Duffy & Simon, we have a dedicated team of family lawyers who can assist with these matters swiftly, successfully, and with great care.
Highly Recommended Business Lawyers in Melbourne, Pakenham & Beyond
Whatever your business goals, partnering with a law firm will help you achieve them. At Duffy & Simon, we understand the unique challenges that come with business purchase or sale, and we’re here to provide expert guidance every step of the way.
From reviewing heads of agreement to drafting contracts of sale and ensuring the smooth transfer of commercial leases, we help mitigate risks and streamline the entire process. Whether you need a business purchase lawyer to facilitate a transaction or require assistance with business succession planning, we’re dedicated to protecting your interests.
At Duffy & Simon, we take pride in offering personalised and professional legal services that put your needs first. If you’re considering buying or selling a business, contact our experienced team today. We’re ready to assist with everything from legal advice to finalising purchase agreements, ensuring a smooth and secure transition for your business. Call 1300 537 345 or fill out our contact form to discuss your needs with our dedicated team of business lawyers.
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Frequently Asked Questions
What is a Shareholder’s Agreement, and do I need one?
When running a business, it is important to understand the obligations and entitlements of all of the business owners. A Shareholder’s Agreement sets out what each shareholder’s rights and obligations are, both to each other and also the company.
It will detail what is expected when things are going well, but also what will occur when one party wishes to exit the business or where there is a dispute amongst the owners. Without a Shareholder’s Agreement, it is difficult to establish these issues, and will make any future sale or dispute more complicated and more expensive to resolve.
Is GST applicable to the purchase of a Business?
Where a sale of a business reflects a sale of a Going Concern, then there will be an exemption available to payment of Goods and Services Tax (GST) with respect to the sale.
A Going Concern will exist where all elements necessary to continue to run the business are being sold and transferred in the sale transaction. Whilst on a broad brush this appears straight forward, it is often during the negotiation of the business sale that elements of the business are negotiated to be retained or are proposed to be excluded in order to reduce the sale price or make the transaction simpler.
However it is important from the outset in a sale of business to establish what the transaction will include, and whether it will be an ongoing concern. This not only provides certainty to the parties regarding the funds necessary to settle the sale, but also ensures that proposed short cuts in the transaction do not have adverse impacts for either the owner or the purchaser of the business come settlement.
Section 52 Statement: What is it, and do I need one?
A Section 52 Statement is a financial summary of a small business, completed by the business owner’s accountant.
In effect, this provides a potential purchaser with oversight and disclosure regarding the financial performance of the business over a two year period. It is required to be completed for the sale of a small business, being a business being sold for $450,000 or less. It creates a starting point for the purchaser, and the purchaser’s accountant, to review the performance of the business as against the financial records of that business, and to assist in determining the suitability of the proposed purchase price.
Certain issues arise where a section 52 statement is not provided in relation to a sale of a small business, or where the timing of its production is delayed. These include the avoidance of the contract by a purchaser, the reclaiming of all funds paid by a purchaser under the contract, as well as personal liability by way of a fine.
Consent of the Landlord to the Transfer of Lease
During a sale of a business a landlord will often be approached to consent to the transfer of the lease from the current business owner to the purchaser of the business.
It is important that the landlord understands their rights and obligations in relation to any proposed transfer, and seeks legal advice throughout the process. The costs of that advice can be on-charged to the current tenant under both a retail and a commercial lease.
Where the lease is a retail lease, there are limited circumstances under which the Landlord can withhold consent to a proposed transfer. These relate to the financial suitability of the proposed tenant or the failure of the proposed tenant to agree to reasonable assignment provisions. However as a Landlord of a retail lease, care must be taken to deal with any request for a transfer of lease in a timely manner, as there exists deeming provisions where no response has been received within a specified timeframe. Further, care must be taken to review the proposed transfer as against any current breaches of the leasing arrangements.
Where the lease is a commercial lease, the requirements of any proposed transfer will be set out within that document. Care must be taken to ensure that these provisions are followed and satisfied, in order to ensure the timely transfer of any lease.