Business Sale & Purchase Lawyers Albury Wodonga

What a business sale actually involves

A business sale or purchase is much more than a contract. Done properly it covers:

• Due diligence. Reviewing the target's financial records, customer and supplier contracts, leases, intellectual property, employment arrangements, and regulatory compliance. Done before commitment, this is where deals get re-priced or walked away from.
• Heads of agreement. The non-binding framework setting out price, conditions precedent (finance, lease consent, regulatory approvals), and the exclusivity period.
• The business sale contract. Drafting or reviewing the formal contract. Particular focus on warranties, restraint of trade, vendor finance, apportionment of purchase price between goodwill, plant and equipment, and stock.
• Lease assignment or novation. Most SMEs occupy leased premises. Transferring the lease requires landlord consent and often requires re-negotiation for the buyer's funding requirements.
• Employee transition. Under the Fair Work Act, the seller's employees do not automatically transfer to the buyer. Prior-service recognition, leave entitlements, and which employees the buyer hires are all negotiated.
• Settlement and post-settlement. Adjustments for stock, work-in-progress, trade debtors and creditors, and transition of utilities, insurance, and supplier accounts.

NSW–VIC border considerations

Many Albury Wodonga businesses operate cross-border — a customer base in both states, premises on one side, suppliers on the other. The structure of the sale (asset sale vs share sale vs business undertaking) has stamp duty consequences that differ between NSW (Revenue NSW) and Victoria (State Revenue Office). For larger transactions the difference can be material.

For buyers

We act for buyers ranging from first-time small-business owners to experienced investors doing bolt-on acquisitions. We focus on the realistic risks: undisclosed liabilities, unenforceable restraints, key-person dependencies, ATO and state-tax obligations attached to the business. The aim is for you to know what you're actually buying before settlement, not after.

For sellers

For sellers we focus on protecting the value you have built: tight warranties that limit post-sale exposure, vendor-finance arrangements that are properly secured, and minimising the lease and tax exposures that often delay or kill deals.

Next step

For a confidential conversation about a business sale or purchase, see our broader commercial law services, meet our team, or contact us directly.