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Buying a Business

With a focus on commercial, residential and mixed-use, our property team delivers the certainty you need. Whether you are purchasing your first property or are a property developer, an investor or a landlord, we’ll protect your interests.

Our expertise includes:

  • Buying or Selling Property
  • Buying or Selling a Business
  • Commercial + Retail Leasing
  • Liquor Licensing
  • Finance Negotiation
  • Joint Ventures
  • Contract Review
  • Off-the-Plan Developments
  • Subdivisions
  • Transfer of Properties
  • Planning + Development Agreements


Buying a Business
Buying a business is a major legal and financial commitment so it’s very important that you secure the right legal advice to avoid any pitfalls.

You should consider the following:

  • Do you have the appropriate qualifications and/or experience to run the business?
  • Are there any competitors or new developments that will affect the future financial viability of your business?
  • Why is the vendor selling the business?
  • Is the purchase a good investment?
  • Do you have enough funds to purchase and operate the business until it starts generating money?

Sanford Legal will review the Agreement for Sale of Business and explain the terms of the agreement with you – without the legal speak. We’ll also discuss the best legal entity for your purchase of business – your individual name, company, partnership etc. We advise that you discuss the apportionment between goodwill and plant & equipment with your accountant.

What is goodwill?
Goodwill is the value of your business’ reputation, taking into account its location, market demand, customers and employees. The Goodwill is usually transferred to the purchaser via the handover of all assets and rights. These include the business name. Goodwill can be protected by including a ‘restraint clause’ in the agreement. This clause restrains the vendor from competing in a similar business after completion within a defined area and for a defined number of years.

What is plant & equipment?
Plant and equipment are the items which are required to run a business successfully. It’s important that any plant and equipment sold with a business are owned by the vendor and are free from any mortgage or charges. An itemised list of the plant and equipment should be included in any agreement as well as a clause that states all plant and equipment are in good working order.

Steps involved in purchasing a business

  • Negotiate the terms of the purchase with the vendor including price, deposit, time of completion and whether or not you’d like to retain the existing employees;
  • Carry out necessary due diligence;
  • Obtain the landlord’s consent to either a transfer or assignment of existing lease OR negotiate the terms of a new lease with the landlord;
  • Decide on the purchasing entity and, if applicable, establish a new company, partnership name etc;
  • Obtain advice from your accountant; and
  • Ensure the purchaser is registered for GST purposes.

Once contracts are exchanged, you can rely on Sanford Legal to:

  • Serve the ‘requisitions on title as to the business’ which are a series of questions about the business;
  • Advise you on the vendor’s obligations;
  • Prepare any ‘transfer documents relating to business names, trademarks etc;
  • Review the transfer/assignment of lease documents and or any new lease;
  • Ensure the stamping of the contract; and
  • Arrange and attend on the settlement.

Once settlement has been finalised, Sanford Legal will ensure all transfer documents are completed and lodged with the relevant authority. We’ll also ensure the lease is transferred/assigned and/or the new lease registered at the NSW Land & Property Information Office.


Contact Sanford Legal today for a no obligation fee estimate.

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