Business and Franchise | By Lawyers
Skip to main content

Business and Franchise

QLD

This publication guides practitioners through the sale or purchase of a business or franchise in Queensland.

4 Matter Plans

Overview

The Sale and Purchase of Business commentaries set out the tax consequences of sale price apportionment, explain the tax treatment of stock, long service leave and other employee entitlements, consider the status of the premises and any franchise agreement, and discuss many other important issues affecting business conveyancing.

The Reference materials folder includes guidance on electronic signing and remote witnessing, and the Getting the matter underway folder contains essential compliance and client engagement documents. The comprehensive Retainer Instructions ensure that all necessary information is gathered from the client at the outset of the matter.

The By Lawyers Uniform Contract for Sale of Business covers all aspects of the transaction from pre-exchange seller warranties and purchaser guarantees, by shareholders where applicable, to completion, the effective release of PPSR security interests, the transfer of business assets including copyright works, trade marks, supplier contracts and the ASIC requirements for the transfer of the business name.

The contract also customises the competition restraints so they are enforceable, binds the key people, and deals with confidential information and non-solicitation of staff and customers.

The Franchise commentary is a comprehensive manual on franchise agreements.

The Business Structures and the Comparative Table guide provides a comparison of the pros and cons of different business structures.

Also included is 1001 Conveyancing Answers (QLD), which is a useful reference guide.

Precedents in this publication include:

  • Uniform contract for sale of business;
  • Library of special conditions;
  • Library of other contracts, licences, and agreements;
  • Settlement adjustment sheet;
  • Suite of letters to the client, the other side, and relevant authorities;
  • Relevant notices;
  • Client enclosure – Summary of relevant considerations.
Icon

4 Matter Plans Included

  • Item icon ALERTS - Nil
  • Item icon Full Commentary - Sale of Business (QLD)
  • Folder icon Reference materials
    • Item icon AI Prompts
      An AI prompt defines a specific task for AI to perform, like drafting a particular document, and provides clear instructions on how to execute that task. The goal is for the AI to quickly create a useful first draft of a document, which the user verifies and refines into a final version, ultimately ...

      This excerpt is a preview of the full publication. You can Subscribe Now and gain immediate access to the complete publication.

    • Item icon Looking to the Future
    • Item icon Electronic Signing and Witnessing
    • Item icon 101 Costs Answers
    • Item icon 1001 Conveyancing Answers (QLD)
    • Item icon Company tax rates
    • Item icon Individual income tax rates
    • Item icon Further information
  • Item icon Overview
    Clients sell businesses for various reasons. Therefore, some insight is necessary to ensure all important matters are dealt with. The Retainer Instructions – Sale of Business on the matter plan prompt for all relevant issues. There is no documentary title to a business, although there may be leases ...

    This excerpt is a preview of the full publication. You can Subscribe Now and gain immediate access to the complete publication.

  • Item icon Summary of the process
    The usual steps in acting for the seller include:

    This excerpt is a preview of the full publication. You can Subscribe Now and gain immediate access to the complete publication.

  • Folder icon A. Getting the matter underway
    • Item icon File cover sheet - Sale of business
    • Item icon To do list - Sale of business
    • Item icon First steps
    • Item icon Client details and verifying identity
    • Item icon Retainer instructions - Sale of business
    • Item icon Conflict of interest check
    • Item icon Initial letter to seller enclosing costs agreement
    • Item icon Initial letter to seller no instructions yet
    • Item icon Time and costs estimates
    • Folder icon If required - Updating costs disclosure
      • Item icon Letter to client updating costs disclosure
      • Item icon Charge securing costs
      • Item icon Guarantee securing costs
      • Folder icon Costs disclosure before settlement in litigation matters
        • Item icon Letter to client - Costs disclosure before settlement - NSW, VIC, and WA
        • Item icon Letter to client - Costs disclosure before settlement - QLD, SA, TAS, ACT, and NT
    • Item icon Initial letter to client enclosing costs agreement
    • Item icon Costs agreement - QLD
    • Item icon Scope of work - Sale of business
    • Item icon Abbreviated costs disclosure - Costs under $3000
    • Item icon Enclosure - Summary of relevant considerations
    • Folder icon If required - Authority to contact accountant
      • Item icon Authority to contact accountant
    • Item icon Initial letter to agent
    • Item icon Initial letter to landlord before contract signed
    • Item icon The importance of the income and capital distinction
      The tax applicable on the sale of a business depends on whether the assets involved are revenue or capital assets, and, for a capital asset, the type of taxpayer deriving any gain. Revenue assets include trading stock, plant and equipment, intellectual property, and land purchased to sell at a ...

      This excerpt is a preview of the full publication. You can Subscribe Now and gain immediate access to the complete publication.

    • Item icon The need for presale planning
    • Item icon GST overview
      It is the seller’s obligation to pay GST and while there is no statutory right to pass that liability on to the buyer, the seller can seek to do so by a provision in the contract. The usual position is the sale of a going concern; that is, of all things necessary to continue the business. If so, ...

      This excerpt is a preview of the full publication. You can Subscribe Now and gain immediate access to the complete publication.

    • Folder icon If required - Acting for both parties
      • Item icon Letter to client acknowledging we act for both parties
    • Folder icon If required - Verification of identity
      • Item icon Verification of identity certificate
      • Item icon Client authorisation
      • Item icon Identity - witnessing certification - outside Australia
    • Folder icon General deeds, agreements, execution clauses, and statutory declarations
      • Item icon Deeds and Agreements
      • Folder icon Deeds
        • Item icon Deed for general use
        • Item icon Deed of guarantee
        • Item icon Deed of release
        • Item icon Confidentiality deed
        • Item icon General deed of indemnity
        • Item icon Deed of assignment of agreement
        • Item icon Deed of gift
        • Folder icon Library of standard clauses for deeds
          • Item icon Amendment
          • Item icon Confidentiality for defined information - All parties
          • Item icon Confidentiality for defined information - One party
          • Item icon Confidentiality for terms of deed - All parties
          • Item icon Confidentiality for terms of deed - One party
          • Item icon Costs
          • Item icon Counterparts
          • Item icon Dispute resolution
          • Item icon Events beyond control
          • Item icon Governing law and jurisdiction
          • Item icon Interpretation
          • Item icon No assignment
          • Item icon Notices
          • Item icon Severance
          • Item icon Waiver
          • Item icon Whole agreement
      • Folder icon Agreements
        • Item icon Agreement for general use
        • Item icon Heads of agreement
        • Item icon Non-disclosure agreement - Formal
        • Item icon Non-disclosure agreement - Informal
        • Folder icon Library of standard clauses for agreements
          • Item icon Amendment
          • Item icon Confidentiality for defined information - All parties
          • Item icon Confidentiality for defined information - One party
          • Item icon Confidentiality for terms of agreement - All parties
          • Item icon Confidentiality for terms of agreement - One party
          • Item icon Costs
          • Item icon Counterparts
          • Item icon Dispute resolution
          • Item icon Events beyond control
          • Item icon Governing law and jurisdiction
          • Item icon Interpretation
          • Item icon No assignment
          • Item icon Notices
          • Item icon Severance
          • Item icon Waiver
          • Item icon Whole agreement
      • Folder icon Execution clauses
        • Folder icon Library of execution clauses for agreements
          • Item icon Attorney
          • Item icon Authorised officer
          • Item icon Company
          • Item icon Company - Sole director
          • Item icon Individual
          • Item icon Individual - No witness
        • Folder icon Library of execution clauses for deeds
          • Item icon Attorney
          • Item icon Authorised officer
          • Item icon Company
          • Item icon Company - Sole director
          • Item icon Individual
      • Folder icon Statutory declarations
        • Item icon Commonwealth statutory declaration
        • Item icon Statutory declaration - blank - ACT
        • Item icon Statutory declaration - blank - NSW
        • Item icon Statutory declaration - blank - VIC
        • Item icon Statutory declaration - blank - QLD
        • Item icon Statutory declaration - blank - TAS
        • Item icon Statutory declaration - blank - SA
        • Item icon Statutory declaration - blank - WA
        • Item icon Statutory declaration - blank - NT
        • Item icon Standard annexure note for documents
      • Item icon Standard annexure note for documents
  • Folder icon B. Pre-contract
    • Item icon Heads of agreement
      The parties, either directly or with the assistance of a broker, will often negotiate and record the essential points of their agreement before involving any lawyers. These will be recorded in a document called a heads of agreement which is provided by the seller to their lawyer with instructions ...

      This excerpt is a preview of the full publication. You can Subscribe Now and gain immediate access to the complete publication.

    • Item icon Heads of agreement
    • Item icon Confidentiality
      There are various ways to facilitate disclosure of confidential information between the parties:

      This excerpt is a preview of the full publication. You can Subscribe Now and gain immediate access to the complete publication.

    • Item icon Non-disclosure agreement - Formal
    • Item icon Non-disclosure agreement - Informal
    • Item icon Confidentiality for defined information - All parties
    • Item icon Confidentiality for defined information - One party
    • Item icon Confidentiality for terms of agreement - All parties
    • Item icon Confidentiality for terms of agreement - One party
    • Item icon Exclusivity
      Prospective buyers may seek to negotiate a period of exclusivity, particularly in a strong market or with an attractive business. During this period, the seller will not be able to negotiate with anyone else, and the buyer will gain sufficient time to conduct their due diligence enquiries. ...

      This excerpt is a preview of the full publication. You can Subscribe Now and gain immediate access to the complete publication.

    • Item icon Due diligence
      A buyer will generally want to know as much as possible about the business before committing to buy it. This means making all possible enquiries about the ownership, finances, and operation of the business to allow any risk involved to be appreciated and assessed against the proposed sale price.

      This excerpt is a preview of the full publication. You can Subscribe Now and gain immediate access to the complete publication.

    • Item icon Initial letter to seller's solicitor enclosing due diligence questionnaire
    • Item icon Due diligence questionnaire - Purchase of business via acquisition of business assets
    • Item icon Due diligence questionnaire - Purchase of business via acquisition of company or unit trust
    • Item icon Searches
      Searches the buyer might conduct include:

      This excerpt is a preview of the full publication. You can Subscribe Now and gain immediate access to the complete publication.

    • Item icon Apportionment of the sale price and tax considerations
      The apportionment conundrum The value of most businesses is comprised of goodwill and plant and equipment. There is nearly always tension between the seller and the buyer as to how the sale price is apportioned between those components.

      This excerpt is a preview of the full publication. You can Subscribe Now and gain immediate access to the complete publication.

    • Item icon Taxation
      Taxation advice The client’s aim is to incur the minimum tax liability from the sale. This requires a full understanding of the client’s financial arrangements and will usually mean collaborating with the client’s accountant or business advisor.

      This excerpt is a preview of the full publication. You can Subscribe Now and gain immediate access to the complete publication.

  • Folder icon C. If required - Franchises
    • Item icon Franchises
    • Item icon Model disclosure document for franchisee or prospective franchisee
    • Item icon Information statement for prospective franchisee – ACCC
    • Item icon Enclosure - Issues for a prospective franchisee to discuss with an existing or former franchisee
    • Item icon Franchise agreement
    • Item icon Independent advice statement and certificates
    • Item icon Deed of prior representations
    • Item icon Clause - Sale subject to franchisor's consent and suitable franchise agreement
    • Item icon Clause - Seeking franchisor's consent to sale
  • Folder icon D. Contract
    • Item icon By Lawyers Uniform Contract for Sale of Business
      The By Lawyers Uniform Contract for Sale of Business is used widely across Australia because it:

      This excerpt is a preview of the full publication. You can Subscribe Now and gain immediate access to the complete publication.

    • Item icon Uniform contract for sale of business - Part 1 of 2 - Particulars of sale - By Lawyers
    • Item icon Uniform contract for sale of business - Part 2 of 2 - Terms and conditions - By Lawyers
    • Item icon Real Estate Institute of Queensland Contract Business Sale and Conditions
    • Item icon Standard special conditions - For Law Society REIQ standard contract
    • Item icon Director and shareholders covenant
    • Item icon Disclosure requirements
      Unlike real property, there are no statutory disclosure requirements for the sale of a business except, in relation to the assignment of a retail lease which requires the seller to provide an Assignor Disclosure Statement at least 7 days before the contract is entered into and the day the ...

      This excerpt is a preview of the full publication. You can Subscribe Now and gain immediate access to the complete publication.

    • Item icon Share sale agreement
      If a company that owns and conducts the business is being sold rather than the business itself, the sale is of the company’s shares rather than its assets. If so, the buyer’s due diligence will include the company as well as the business. Of particular interest to the buyer is whether the company ...

      This excerpt is a preview of the full publication. You can Subscribe Now and gain immediate access to the complete publication.

    • Item icon Agreement for sale of shares - Concise
    • Item icon Agreement for sale of shares - Extensive - Company takeover
    • Folder icon Library of contract annexures
      • Item icon Uniform contract for sale of business - Annexure page
      • Item icon Annexure with employee details
      • Item icon Annexure of plant fixtures and fittings
      • Item icon Annexure of registered vehicles
      • Item icon Annexure detailing ongoing agreements
    • Item icon Standard contract provisions
      Parties Conducting searches to verify company details, entity names, Australian Company Numbers, and Australian Business Numbers ensures these critical particulars are correct on the contract.

      This excerpt is a preview of the full publication. You can Subscribe Now and gain immediate access to the complete publication.

    • Folder icon Library of other contracts, licences and agreements
      • Item icon Agreement for sale of units in a unit trust
      • Item icon Non-disclosure agreement - Formal
      • Item icon Non-disclosure agreement - Informal
      • Item icon Contract for sale of a rent roll
      • Item icon Contract for sale of personal property
      • Item icon Agreement for sale of shares - Concise
      • Item icon Agreement for sale of shares - Extensive - Company takeover
      • Item icon Deed of assignment of agreement
      • Item icon Deed of assignment of lease
      • Item icon Deed of restraint of trade
      • Item icon Distribution agreement
      • Item icon Intellectual property licence
      • Item icon Licence of business name
      • Item icon Licence of copyright
      • Item icon Medical centre licence agreement
      • Item icon Nomination
      • Item icon Short licence agreement of business and premises
      • Item icon Option to purchase
      • Item icon Trade mark agreement
      • Item icon Transfer of domain name
    • Item icon Special conditions
      Additional conditions tailored to the parties’ specific agreements relevant to the transaction can be added to the contract to deal with such issues as:

      This excerpt is a preview of the full publication. You can Subscribe Now and gain immediate access to the complete publication.

    • Folder icon Library of special conditions for business
      • Item icon Arbitration
      • Item icon Buyer to comply with outstanding notice
      • Item icon Completion - Time is of the essence
      • Item icon Computer software and domain names
      • Item icon Confidentiality
      • Item icon Domain name website email address
      • Item icon Exchange on less than 10% deposit
      • Item icon GST payable by buyer in addition to price
      • Item icon Guarantee for corporate buyer
      • Item icon Interest to run from expiry of notice to complete
      • Item icon Liquor licence transfer
      • Item icon PPSA - Release of security interest
      • Item icon PPSA - Undertaking by secured party to register release of security interest
      • Item icon Registered vehicles
      • Item icon Restraint of trade variation of standard clause
      • Item icon Restraint of trade variation of standard clause - Existing clientele
      • Item icon Sale of rent roll business
      • Item icon Software
      • Item icon Seller to comply with outstanding notice
      • Item icon Transfer of business name
      • Item icon Trial period
    • Item icon Letter to buyer's solicitor submitting contract
    • Item icon Letter to seller to come and sign the contract
    • Item icon Letter to seller with contract for signing
    • Item icon Letter to seller once contract signed
    • Item icon Letter to agent confirming signing
    • Folder icon If required - Lessor
      • Item icon Initial letter to landlord after contract signed
      • Item icon Letter to landlord's solicitor seeking deed of assignment
    • Item icon Notice to complete
    • Item icon Notice of termination
    • Item icon Notice of rescission
    • Item icon Letter to other side serving notice
    • Item icon Letter to other side's solicitor serving notice
    • Item icon Letter to other side's solicitor disputing notice to complete
  • Folder icon E. Settlement
    • Item icon Settlement
      Requirements Standard condition 6 of the REIQ contract and clause 12 of the By Lawyers contract list everything the seller must provide on settlement. There may be additional requirements under any special conditions.

      This excerpt is a preview of the full publication. You can Subscribe Now and gain immediate access to the complete publication.

    • Item icon ASIC - Update business name
    • Item icon ASIC - Transfer business name
    • Item icon ASIC - Cancel business name
    • Item icon Letter to discharging mortgagee for discharge
    • Folder icon Common forms
      • Folder icon Office of State Revenue
        • Item icon Family business concession
        • Item icon Dutiable transaction statement
      • Folder icon Land Registry
        • Item icon Caveat
        • Item icon Surrender of freehold lease or Land Act sublease
    • Item icon Settlement Statement
    • Item icon Direction to pay to buyer's solicitor
    • Item icon Letter to seller with settlement figures and our account
    • Item icon Letter to agent notifying date and time of settlement
    • Item icon Letter to agent with order on agent or cheque for commission
  • Folder icon F. Finalising the matter
    • Item icon After settlement letter to seller
    • Item icon Example invoice incorporating notification of client's rights - QLD
    • Item icon Invoice recital - Sale and purchase of business
    • Item icon Closing the file
    • Item icon File closing checklist
  • Item icon Comments and suggestions for By Lawyers

Our Authors

A team of legal professionals contribute to By Lawyers' publications, all helping to ensure that content is updated regularly to reflect changes in legislation, practice, and procedure.

Meet Our Authors
Authors