Business Sales & Purchases

Buying or Selling a Business? The Lease Is Usually the Hard Part.

  • Cafés, salons, workshops, childcare, agencies, trades and professional practices.
  • Acting for buyers and for sellers — one side per deal.
  • Sale agreement, lease assignment, restraint, employees, licences, adjustments and settlement.
  • Handled by a property law firm, so the lease leg doesn’t get outsourced or overlooked.
  • Fixed fee agreed before we start.
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Business sale lawyer advising a NSW buyer on a business purchase

What you are actually buying

A Business Sale Is a Bundle, Not a Single Thing

When you buy a small business you are not buying one asset. You are buying a collection of them — the plant and equipment, the stock, the goodwill, the business name, the phone number and website, the customer list, sometimes the staff, and almost always the right to keep trading from the same premises.

Each of those has to actually transfer. Equipment can be under finance. Stock has to be counted and paid for at the right figure. Goodwill is worth nothing if the seller opens up again two streets away. Staff carry accrued leave that someone has to pay for. And the lease — the thing the whole business usually depends on — cannot simply be handed over.

Our job is to make sure the bundle arrives intact on the day you take over, and that the price you pay is adjusted for what actually comes with it.

Corporate Legal provides legal services only — not business valuation, accounting or taxation advice. Whether the business is worth the price, and how the sale is treated for tax, are matters for you and your accountant.
Have a contract or heads of agreement already? Send it over before you sign

The part that derails most deals

The Lease Is Not Yours Until the Landlord Says So

Almost every small business sale depends on the buyer getting the premises. The seller cannot give you the lease; they can only ask their landlord to consent to assigning it, or to grant you a new one. The landlord decides — and they will want to see your financial position, your experience in the industry, and usually a personal guarantee and a bank guarantee from you.

That process takes weeks, not days, and it involves the landlord’s agent, the landlord’s solicitor and often a managing agent as well. It is the single most common reason a business settlement is late. It is also the reason it helps to have a firm that does leasing every day sitting on the file.

We deal with the landlord’s side early, tell you upfront what they are likely to demand, check the remaining term and options are worth what you are paying for the goodwill, and make the contract conditional on the consent actually coming through.

Also taking a new lease? See Commercial Leasing
Assignment of a retail shop lease as part of a business sale in NSW

What we prepare and attend to

Everything a Business Sale Actually Needs

A business sale is a set of moving parts that all have to land on the same day. These are the pieces we handle.

The Sale Agreement

The contract itself — price, deposit, what is included and excluded, the settlement date, warranties from the seller, and the conditions the deal depends on.

Lease Assignment & Consent

Dealing with the landlord and their solicitor, the deed of consent to assignment or a new lease, and the bank and personal guarantees they will ask for.

Restraint of Trade

The clause that stops the seller reopening around the corner and taking the customers back. Drafted to a distance and period that will actually hold up.

Employees

Which staff transfer, who recognises prior service, and how accrued annual and long service leave is adjusted at settlement so nobody pays for it twice.

Licences & Approvals

Liquor licences, food authority registration, childcare approvals, trade licences and any council consent the business trades under — identified early, because most take time.

Contracts & Suppliers

Assignment or novation of the supply agreements, service contracts, equipment leases and subscriptions the business needs to keep running.

Searches & PPSR

Checking the plant and equipment is not secured to a financier, and that what you are buying comes to you unencumbered rather than repossessed a month later.

Adjustments & Stocktake

Rent, outgoings, licence fees, prepaid subscriptions and the stocktake figure all adjusted at settlement, on a proper settlement adjustment sheet.

Settlement & Handover

Attending settlement, the deposit and stakeholder arrangements, transfer of the business name and domain, and the post-completion loose ends.

Buying or selling? Tell us which side you’re on and we’ll quote it.

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Two sides, two sets of concerns

Acting for Buyers and for Sellers

We act for one party on any given sale. What that looks like depends on which side of the table you are sitting.

If You’re Buying

You want to know that what you are paying for is really there, really transfers, and that you can keep trading from day one.

  • Reviewing or preparing the sale agreement
  • Making the deal conditional on the lease consent
  • Checking the remaining lease term supports the goodwill price
  • PPSR searches over the plant and equipment
  • Restraint drafted so it actually protects you
  • Employee entitlements adjusted properly
  • Licences and approvals confirmed before you commit
  • Advising on the guarantees the landlord asks for

If You’re Selling

You want a clean exit — paid in full, released from the lease and the guarantees, and not answering for the business afterwards.

  • Preparing the sale agreement and disclosure
  • Pushing the landlord’s consent process along early
  • Getting you released from the lease and your guarantee
  • Warranties limited to what you can honestly give
  • A restraint you can live with commercially
  • Deposit held properly by a stakeholder
  • Making sure the price is adjusted in your favour where it should be
  • Closing off employee and supplier obligations at settlement

The earlier we’re involved, the fewer surprises there are at settlement.

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Why it matters

What Goes Wrong in Business Sales

01

The Lease Consent Never Comes

The buyer commits, the landlord refuses or drags it out, and the whole deal stalls with a deposit sitting in limbo. Handled early, this is manageable. Left late, it is the deal.

02

Goodwill Priced on a Term You Don’t Have

Paying for years of goodwill on a lease with eighteen months left and no option is one of the most expensive mistakes a buyer can make.

03

Equipment That Isn’t Owned

Fridges, ovens, vehicles and fit-out under a chattel mortgage or lease can be repossessed after settlement. A PPSR search takes minutes and prevents it.

04

A Restraint That Doesn’t Bind

Too wide and a court will not enforce it; too narrow and the seller is trading again nearby within months. The drafting decides which.

05

Leave Entitlements Nobody Adjusted

Transferring staff bring accumulated leave with them. If it is not adjusted at settlement, the buyer inherits years of someone else’s liability.

06

The Seller Still on the Hook

A seller who is not formally released from the lease and the personal guarantee can be pursued for a tenant they no longer control.

Every one of these is cheaper to prevent than to fix.

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How we work

How a Business Sale Runs With Us

01

Free Consultation

Fifteen minutes to confirm the business type, which side you are on, whether there is a lease, and our fixed fee.

02

Contract Prepared or Reviewed

Sellers: we draft it. Buyers: we review it and report in plain English on price, inclusions, conditions and risk.

03

Lease Consent Started

We contact the landlord’s side straight away, because this is the long pole and everything else waits on it.

04

Searches & Conditions

PPSR and business name searches, licence checks, and satisfying the conditions the contract depends on.

05

Adjustments Settled

Rent, outgoings, leave, prepayments and the stocktake figure worked through on a settlement adjustment sheet both sides agree.

06

Settlement & After

We attend settlement, deal with the release of guarantees, and finish the transfers of name, domain and registrations.

Why Use Corporate Legal on a Business Sale

We Do the Lease Too

Leasing is core work for this firm. On a business sale that matters more than anything else, because the lease is what usually decides whether the deal completes on time.

Settlement Is Routine for Us

Adjustments, stakeholder deposits, searches and settlement day are what a conveyancing practice does every week. A business settlement is the same discipline.

Fixed Fee

Agreed before we start, including a normal round of amendments with the other side’s solicitor.

Both Sides of the Table

We act for buyers and sellers, so we know what the other side will push for and where they will give ground.

Premises Too, If You Need It

Buying the building as well as the business? The conveyance and the business sale run in the same firm, on the same timeline.

Straight Answers

If the deal has a problem, you will hear it early and plainly — while there is still time to do something about it.

Get the business sale handled by a firm that owns the lease leg.

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Buying the Premises As Well?

Plenty of business buyers end up buying the building too, or holding it in a self-managed super fund and leasing it back to the business. Because Corporate Legal handles commercial conveyancing, leasing and SMSF property in the one practice, the business sale, the purchase and the lease can all run together instead of across three different advisers.

Explore: Commercial Conveyancing · Commercial Leasing · Retail Leasing · SMSF · All Commercial Services

Business Sale FAQs

Do I need a lawyer to buy a small business?
You are not legally required to have one, but a business sale involves a contract, a lease assignment, employee entitlements, security interests over equipment and a settlement with adjustments — and most of those cannot be undone once you have signed and paid. The cost of getting it checked is a fraction of the price of the business.
How long does a business sale take?
Usually four to eight weeks from contract to settlement, but the honest answer is that it takes as long as the landlord takes. Where premises are involved, the assignment of the lease is almost always the longest step, because it depends on the landlord, their agent and their solicitor. We start that process immediately for exactly that reason.
Can the landlord refuse to let me take over the lease?
A landlord generally cannot refuse unreasonably, but they can require you to show you are financially capable and have relevant experience, and they can ask for a bank guarantee and personal guarantees. If your position is weak, the answer can effectively be no. We work out early what the landlord will want, so it does not surface as a problem after you have committed.
What happens to the staff?
It depends on what the contract says. Employees do not automatically transfer — the seller usually terminates and the buyer offers new employment. The important part is who recognises prior service, and how accrued annual leave and long service leave are adjusted in the price at settlement. Getting this wrong can cost the buyer years of someone else’s liability.
What is a restraint of trade and do I need one?
It is the clause preventing the seller from starting a competing business nearby or approaching the customers they just sold you. If you are buying goodwill, you need one, and it needs to be drafted with a distance and a period a court will actually enforce — too broad and it can be struck down entirely.
What is a PPSR search and why does it matter?
The Personal Property Securities Register records security interests over equipment and other business assets. If the seller’s ovens, vehicles or fit-out are financed and you buy without checking, the financier can repossess them after settlement. The search is quick and it is part of what we do on every purchase.
Do you handle share sales?
Most small business sales are structured as asset sales, which is what this service covers. A share sale — where you buy the company itself rather than its assets — involves warranties and due diligence, so it is scoped and quoted separately. Mention it on the first call and we will let you know what is involved.
What about stamp duty and GST?
In NSW, duty on the transfer of business assets was abolished for most business sales, though duty can still arise where land or certain other assets are involved. GST often does not apply where the business is sold as a going concern and both parties agree in writing. Both points have real conditions attached, and how they apply to your sale is a question for your accountant — we make sure the contract records the position correctly.

Got a business under offer? Let’s look at it before anything is signed.

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Selling or Buying a Business in NSW?

Most of the risk in a business sale sits in the lease, the equipment and the staff — not in the headline price. Corporate Legal handles all of it on a fixed fee, for buyers and for sellers, with the lease leg done in-house by a firm that does leasing every week.

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