Buying or Selling a Business

Simplifying the complexity

Buying or selling a business

Buying or selling a business can be tricky and there are a number of ways it can be done. You could be buying or selling the whole business, some of its assets, shares in a company or even a license to use its intellectual property. Aditum Lawyers can manage this process from beginning to end and ensure that you are getting the best outcome possible. You can enjoy the peace of mind that comes with knowing that the legal aspects of your transaction are being handled by highly skilled and experienced lawyers who are dedicated to protecting your interests.

We have extensive experience with both large and small transactions across all levels of complexity. Our experienced Sydney business lawyers will assist you with:

We can help you with:

  • Due Diligence;
  • Negotiation;
  • Drafting;
  • Review;
  • Execution; and
  • Transfer.

Its best if you contact our Sydney business lawyers as early as possible in the process to ensure that we are across all of the issues that might arise.

Due diligence for buying or selling a business

Due Diligence refers to the investigative process that takes place to determine whether a business transaction is viable. Usually undertaken by the buyer, this is an opportunity to uncover all the details of the business before proceeding to finalise the transaction. 

Due diligence can vary in complexity depending on the transaction but might generally include:

  • verifying the banking and financial position of the business or company and its value;
  • reviewing the material contracts and agreements of the business, including supply agreements, leases and service agreements;
  • verifying ownership of the business and its assets, including plant and machinery, stock, IT and intellectual property rights;
  • verifying the employees, clients and suppliers of the business;
  • Identifying any legal proceedings effecting the business; and
  • compliance obligations and liabilities.

The seller must reasonably cooperate with the buyer in providing requested information in order to assist the buyer in completing the purchase.

Issues to consider when undertaking due diligence include:

What should I be looking out for?

You should be looking out for things such as the business operation and its model, the legal structure, making sure you obtain independent financial advice about the business’ financial success and many others!

When should I do my due diligence?

You should be doing your due diligence after you and the seller have negotiated contract terms, but prior to signing the sale of business contract.

Can a lawyer help me with my due diligence?

Yes. Our commercial law team can guide you throughout your entire transaction, especially with the business’ legal interests. However, please remember we cannot provide you with financial advice.

How can Aditum Lawyers help you?

Aditum Lawyers are dedicated to helping you in the way you need it. We don’t just take the time to understand you legal matter, but your entire business model and how best to work with you. Contact us today to discuss your legal needs on (02) 8593 8326 or submit an online enquiry to get started.

Business Transactions FAQs

If you’re looking to purchase a business or company, it’s important to seek legal advice from an experienced commercial lawyer as soon as possible to assist you in this process.

There are many areas to consider including the business structure best suited to your needs, finance and tax considerations, undertaking due diligence, the goodwill of the business, contract documentation and any capital raising methods you wish to consider.

There are many legal implications and requirements involved with selling a business and so it is important to engage an experienced commercial lawyer early on to assist you in this process to ensure a smooth transition.

There are many factors to consider including: sale structure and inclusions, contract documentation, employment concerns, supplier agreements/contracts, leasing arrangements, sale costs and tax implications, intellectual property and more.

Understanding the types of business structures available before starting a new business is crucial. The four most common business structures in Australia are:

Sole trader: you operate the business as an individual and are solely legally responsible for the business, inclusive of all debts and liabilities.
Partnership: two or more individuals or entities that agree, usually by way of a partnership agreement, to conduct a business together.
Company: as a separate legal entity, a company structure is ideal for individuals or entities considering the prosperity and growth of their business.
Trust: the trustee holds property or income for the benefit of its beneficiaries.

Our experienced commercial lawyers can help you understand the different structures that may be available and appropriate for your business.

There are many different ways to raise capital for your business. The three most common are:

Debt capital – this is essentially raising capital by borrowing money.
Equity capital – this requires you to sell part of your business in return for the capital used to grow the business. Equity capital allows you to raise more capital than you might be able to through a loan or security. 
Other forms – crowd sourced funding is a new and popular way to raise capital through online intermediaries whereby online investors raise capital your business needs for a very, very small part of your business.

Our commercial lawyers can assist you with working out which form of capital raise will work best for you and your business.

Contracts form a large part of any business. Our experienced Sydney commercial lawyers can assist with a range of contracts, including: partnership agreements, confidentiality agreements, joint venture agreements, employment agreements, manufacturing and supply agreements, consultancy agreements, advertising, sponsorship and marketing rights, licensing agreements, terms and conditions, service agreements, shareholder agreements, along with loan, mortgage and security documents.

Yes. Aditum Lawyers can advise you on a range of employment law matters, including: employment agreements or contracts, independent contractor’s agreement and subcontracting agreements, termination of employment and exit plans, advice in relation to Fair Work Australia (FWA), restraint of trade obligations and confidentiality agreements, employee grievances and workplace disputes, workplace bullying or harassment.

Contact us today to discuss your employment law needs.

There are various ways to protect your business’s intellectual property. These can include trademark registration, copyright, patents, distribution arrangements, licensing, terms and conditions and privacy policies, advertising and sponsorship rights and matters relating to e-commerce. 

Our experienced commercial lawyers can assist in all of these areas.

Australian Competition and Consumer Law encompasses a range of authorities and statues which work to protect the needs of consumers and regulate businesses selling goods and services to consumers.

These protections and regulations aim to prevent consumers from falling victim to business conduct that is against the law and can include things such as: misleading and deceptive conduct, unfair contract terms and false or misleading representations.

Aditum Lawyers can help you navigate the Competition and Consumer Law system whether you are a business or a consumer.

There are different types of trusts available for both businesses and individuals ranging from unit trusts (assets held on trust for the beneficiaries/unit holders), testamentary trusts (associated with wills), and discretionary trusts (often used by families).

Trusts are also a commonly used business structure, whereby the trustee holds property or income for the benefit of its beneficiaries. This type of trust can often be tricky to set up and so it is important to advice from a commercial lawyer before doing so.