Business sale agreement, built for Australian law

Sell or buy a business as a going concern, with the tax and title traps handled.

Ready in about 15 minutes

What this document does

This agreement sells the assets of a business as a going concern: goodwill, plant, stock, intellectual property and the benefit of nominated contracts. It manages the parts that catch people out, including the GST going-concern exemption, transferring employees, assigning the lease, clearing security over the assets, and a restraint that stops the seller competing. You answer plain questions and download it ready to complete with your accountant and solicitor. An Australian solicitor reviewed and approved the template.

The questions we’ll ask

  1. The Seller

  2. Seller signatories

  3. The Buyer

  4. Buyer signatories

  5. The business

  6. Deal shape

You preview the finished document with your answers in it before you pay a cent.

A solicitor drafting the same document from scratch: $300+ per hour.

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Questions people ask.

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Is this an asset sale or a share sale?
An asset sale. The seller sells the assets of the business (goodwill, plant, stock, intellectual property, contracts), not the shares in the company that owns it. If you are buying the company itself, you need a share sale agreement instead.
How does the GST going-concern exemption work?
If the business is sold as a running concern, the buyer is registered for GST, and the seller supplies everything needed to keep it operating, the sale can be GST-free under section 38-325. The agreement records that in writing (a requirement of the exemption) and adds a gross-up so the seller is protected if the ATO later disagrees. Get accounting advice.
Do the employees transfer automatically?
No. Employment does not transfer automatically in Australia. The agreement runs the terminate-and-offer process: the seller ends the employment at completion and the buyer offers comparable employment, with the accrued entitlements valued and adjusted for in the price.
Can I sign it online?
Not yet. Because a company signs under section 127 with two officers, a full business sale can need up to four signatures across the two parties, which is more than the online signing flow handles today. Download it and sign by hand.
Is this a subscription?
No. It is $99 once. No monthly fee, no auto-renewal.

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