Business Sale Agreement
  • About this Agreement
  • Sale-Purchase Details
  • Complete the Document

Who is Vendor?

  • Indicate the full name of an entity or a person who sells their business (the Vendor):

  • The vendor has:

    !

    ABN is an 11-digit unique identifier issued by the Australian Business Register to businesses operating in Australia. It is used for tax purposes, invoicing, GST registration, and dealing with other businesses and government agencies.

    ACN is a 9-digit number issued by the Australian Securities and Investments Commission (ASIC) to companies when they are registered. It identifies the company as a legal entity and must appear on official company documents.

  • Provide the vendor's ACN number:

  • Provide the vendor's ABN number:

  • Provide the vendor's mailing address:

  • Indicate the vendor's contact email address:

Who is Purchaser?

  • Indicate the full name of a person or entity who purchases the business:

  • The purchaser has:

  • Provide the purchaser's ACN number:

  • Provide the purchaser's ABN number:

  • Indicate the purchaser's contact mailing address:

  • Provide the purchaser's contact email address:

General Information

  • Select the date on which this Agreement shall become effective:

  • Select the state or territory the laws of which shall apply to this Agreement:

    !

    The parties can choose any state or territory they prefer. The most common options are the following:

    – a state or territory where the business is registered; or
    – a state or territory where either party is based or does their business activity.

  • Indicate the name of the business that is being sold:

  • Briefly describe the nature of the business and its activities:

  • Indicate registered address of the business that is being sold:

General Information

  • Select the date by which the transfer ownership of the business to the purchaser shall be finalised:

  • Does the business being sold employ at least one person as of the date of signing this Agreement?

    !

    This question is used to determine whether there are existing employment relationships that may need to be transferred, terminated, or addressed as part of the sale of the business, including obligations such as wages, leave entitlements, or employment contracts.

  • Is any stock (such as raw materials or food supplies) being transferred to the purchaser as part of the business sale?

  • Select the date by which the vendor must transfer a physical stocktake:

  • List all the assets the business has, including real estate, vehicles, cash etc.:

Fees & Charges

  • Specify the total purchase price for the business being sold, in Australian dollars (excluding GST):

  • Does the purchaser shall pay a deposit?

    !

    A deposit is an upfront payment made by a purchaser to confirm their commitment to purchase a business. It forms part of the total purchase price and is usually paid when the agreement is signed.

    The deposit helps secure the transaction and may be forfeited if the buyer withdraws without a valid reason.

  • Indicate the deposit amount, in Australian dollars:

  • Describe in detail how and when the remaining balance of the purchase price will be paid:

  • Specify the name of any third party with whom the deposit will be held:

    !

    In Australia, under a business sale agreement, the deposit can be held by a third party acting as a stakeholder, such as:

    – Lawyers or solicitors;
    – Real estate agents; or
    – Business brokers.

    The deposit is usually held in a trust account to ensure it is secure and only released according to the terms of the sale agreement.

  • All transfer taxes, fees and duties, including stamp duties related to the sale of business shall be covered in full by:

Miscellaneous

  • Can the purchaser, including their representatives, to access the business documentation and information before signing this Agreement?

  • Does the purchaser want to restrict the vendor from competing with the business being sold (the non-compete clause)?

    !

    This question asks whether the purchaser wishes to include a non-compete clause in the agreement.

    In other words, it determines if the buyer wants to prevent the seller (vendor) from starting a similar business or working for a competitor in the same market after the sale.

  • Specify the period of time after signing this Agreement during which the vendor is prohibited from competing with the business being sold:

    !

    The average duration of the non-compete for business sale agreements in Australia varies between 6 and 24 months.

  • Specify the distance, in kilometres, within which the vendor is prohibited from competing with the business:

  • Will the vendor provide reasonable assistance in good faith to the purchaser to help them understand and operate the business after the purchase?

  • Describe in detail the scope of the assistance to be provided:

  • Specify the period of time, following the completion of the purchase, during which the assistance will be provided:

  • Add signature to document?

  • Add your signature:

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