Buying or Selling a Business
The price is usually agreed before we are involved. What is left to negotiate is everything that determines whether the price was a good one.
A business can be sold two ways: the buyer takes the assets, or the buyer takes the company that owns them. The choice changes the tax position, which liabilities transfer, what happens to the employees, and whether the lease and licences survive. It is the first decision, and it is not one to leave to whoever drafted the contract.
Assets or shares
In an asset sale, the buyer picks up the plant, stock, goodwill, intellectual property and contracts it wants, and generally leaves the seller's historical liabilities behind. Buyers usually prefer this. In a share sale, the buyer acquires the company itself — and everything the company owes, including liabilities nobody has found yet. Sellers usually prefer this, because it produces a clean exit.
Neither structure is automatically right, and the decision has tax and duty consequences we work through alongside your accountant. What matters is that the choice is made deliberately, early, and by both sides — not discovered halfway through drafting.
Where a business sale includes property
If the transaction also involves the sale of land, Queensland's seller disclosure scheme is now in play. The Property Law Act 2023 (Qld) commenced on 1 August 2025 and requires a seller to give the buyer a disclosure statement in the approved form, together with the prescribed certificates, before the buyer signs the contract. The scheme applies to commercial property and vacant land as well as residential.
Non-compliance is not a technicality. Where the seller has not complied, the buyer may be able to terminate the contract. Sellers should have the disclosure material assembled before the property goes to market rather than during the contract race.
The prescribed certificates and approved form are set by regulation and change. Confirm the current requirements before relying on this. Sources 1–2.
The restraint clause is worth arguing about
A buyer paying for goodwill needs the seller not to reopen down the road. A seller needs to be able to earn a living. Restraints are enforceable in principle but only so far as they are reasonable, which is judged on the words used, the interest being protected, and the circumstances at the time the agreement was made. Drafted too broadly, a restraint can fail entirely — which serves nobody. Drafted with a sensible geographic radius and duration, it usually holds.