Sale and Purchase of Business | By Lawyers
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Sale and Purchase of Business

NSW

This publication guides practitioners through the sale or purchase of a business or franchise in New South Wales.

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 vendor 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 (NSW), 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.
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4 Matter Plans Included

  • Item icon ALERTS - Nil
  • Item icon Full Commentary - Sale of Business (NSW)
  • 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 ...

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

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

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  • 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 vendor
    • Item icon Initial letter to vendor no instructions yet
    • Item icon Costs agreement - NSW
    • Item icon Scope of work - Sale of business
    • Item icon Standard costs disclosure form for clients - Fees under $3000
    • 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 Summary of relevant considerations
    • Folder icon If required - Authority to contact accountant
      • Item icon Authority to contact accountant
    • Item icon Initial letter to agent
    • 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
    • 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
  • Folder icon B. Initial considerations
    • 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 ...

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    • Item icon Business Structures and the Comparative Table
      A comprehensive manual comparing various business structures.

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    • Item icon The need for pre-sale planning
      Consideration of the tax payable by a vendor is an essential task before the sale of any business assets, mainly to minimise any capital gains tax (CGT). By structuring the ownership of assets to qualify for the combination of the Division 115 concession and the Division 152 small ...

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    • Item icon GST overview
      It is the vendor's obligation to pay GST and while there is no statutory right to pass that liability on to the purchaser, the vendor 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 ...

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  • Folder icon C. 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 vendor to their lawyer with instructions ...

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

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    • Folder icon Confidentiality agreements
      • Item icon Non-disclosure agreement - Formal
      • Item icon Non-disclosure agreement - Informal
      • Item icon Confidentiality deed
      • 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 purchasers may seek to negotiate a period of exclusivity, particularly in a strong market or with an attractive business. During this period, the vendor will not be able to negotiate with anyone else, and the purchaser will gain sufficient time to conduct their due diligence enquiries. ...

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    • Item icon Exclusivity deed - Sale of business
    • Item icon Due diligence
      A purchaser 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.

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    • 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 purchaser might conduct include:

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    • 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 vendor and the purchaser as to how the sale price is apportioned between those components.

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    • 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.

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    • Item icon 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. If the lawyer does not offer tax advice or is not instructed to ...

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    • Item icon Revenue and capital assets
      The tax rates applicable to the proceeds of sale depend on whether the asset sold is a revenue asset or a capital asset.

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    • Item icon Goods and services tax (GST)
      Liability for GST The provisions of A New Tax System (Goods and Services Tax) Act 1999 deem the price for the sale of a business to include a GST component: s 9-75.

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    • Item icon Capital gains tax (CGT)
      CGT concessions Capital gains can be reduced by the discount CGT concession in Division 115 of the Income Tax Assessment Act 1997 (ITAA 1997) and the various small business CGT concessions in Division 152.

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  • Folder icon D. 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 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 E. Contract
    • Item icon Contract
      The vendor usually prepares the contract. There is no prescribed form, and no requirement that the draft contract be made available before or during marketing.

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    • 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:

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    • Folder icon By Lawyers - Uniform contract for sale of business
      • 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
    • Folder icon Law Society - REINSW Contract for sale of business
      • Item icon Law Society of NSW - Shop - Contract for Sale of Business
      • Item icon Standard special conditions - For Law Society contract
    • Item icon Disclosure
      Unlike the sale of real property, there are no legal disclosure requirements for the sale of a business, except for assignments of retail leases, which require a prescribed disclosure statement. It is a matter for the parties to negotiate and agree on what information is disclosed in the ...

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    • Item icon Agreement for sale of shares
      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 purchaser's due diligence will include the company and the business. Of particular interest to the purchaser is whether the company ...

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    • Item icon 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.

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    • 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:

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    • 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
    • Folder icon Library of special conditions for business
      • Item icon Arbitration
      • Item icon Completion - Time is of the essence
      • Item icon Computer software and domain names
      • Item icon Confidentiality
      • Item icon Domain names, websites and email addresses
      • Item icon Exchange on less than 10% deposit
      • Item icon GST payable by purchaser in addition to price
      • Item icon Guarantee for corporate purchaser
      • Item icon Interdependent contracts
      • Item icon Interest to run from expiry of notice to complete
      • Item icon Late completion - Payment of interest
      • 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 Purchaser to comply with outstanding notice
      • 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 Transfer of business name
      • Item icon Vendor to comply with outstanding notice
      • Item icon Trial period
    • Folder icon Library of other contracts, licences and agreements
      • Item icon Agreement for licence of intellectual property
      • 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 lease
      • Item icon Deed of assignment of agreement
      • Item icon Deed of restraint of trade
      • Item icon Distribution agreement
      • Item icon Licence of business name
      • Item icon Licence of copyright
      • Item icon Option to purchase
      • Item icon Medical centre licence agreement
      • Item icon Nomination
      • Item icon Short licence agreement of business and premises
      • Item icon Trade mark agreement
      • Item icon Transfer of domain name
    • Item icon Prompt comparing instructions with draft sale of business agreement
    • Item icon Prompt for letter to client with a summary of the contract for sale of business
    • Item icon Letter to purchaser's solicitor submitting contract
    • Item icon Letter to vendor to come and sign contract
    • Item icon Letter to vendor with contract for signing
    • Item icon Letter to purchaser's solicitor with contract by way of exchange
    • Item icon Letter to purchaser's solicitor effecting telephone exchange
    • Item icon Letter to purchaser's solicitor after telephone exchange
    • Item icon Letter to vendor following exchange
    • Item icon Letter to agent confirming exchange
    • Folder icon If required - Deposit at settlement
      • Item icon Letter to agent when deposit required at settlement
    • Folder icon If required - Lessor
      • Item icon Letter to lessor's solicitor seeking deed of assignment of lease
  • Folder icon F. Mid-transaction
    • Item icon Change business name details - ASIC
    • Item icon Transfer a business name - ASIC
    • Item icon Cancel a business name registration - ASIC
    • Item icon Replies to By Lawyers requisitions
    • Item icon Replies to requisitions - Blue Star
    • Item icon Replies to requisitions - Australian Law Stationers - Purchase of Business form 750 - 2008
    • Item icon Letter to vendor with replies to requisitions for approval
    • Item icon Letter to discharging mortgagee for discharge
    • Folder icon Common forms
      • Folder icon Land Registry Services
        • Item icon Charge
        • Item icon Lease
        • Item icon Sublease
        • Item icon Surrender of lease
        • Item icon Transfer
        • Item icon Transfer of lease mortgage or charge
        • Item icon Variation of lease
      • Folder icon Revenue NSW
        • Item icon Acquisition statement - acquisition of an interest in a private landholder
        • Item icon Exempt acquisition statement - acquisition of an interest in a landholder
    • Item icon Licences
      Many types of businesses require licences to operate. Sometimes, the licence will be transferable from the vendor to the purchaser, and other times, the purchaser will need to apply for their own licence. In either case, a special condition can address the necessary details of transferring or ...

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    • Folder icon Liquor & Gaming NSW
      • Folder icon Gaming
        • Item icon Change gaming machine shutdown period - early openers
        • Item icon Change gaming machine shutdown period - to the general 6-hour period
        • Item icon Change gaming machine shutdown period - weekends & public holidays
        • Item icon Change gaming machine shutdown period on hardship grounds
        • Item icon Direct debit request form
        • Item icon Gaming machine entitlement lease transfer - hotel
        • Item icon Gaming machine entitlement transfer - hotel
        • Item icon Gaming machine entitlement transfer - registered club
        • Item icon Gaming machine entitlement transfer - related premises of a registered club
        • Item icon Gaming machine threshold increase
        • Item icon Gaming machine threshold increase - registered club in 'new development area'
        • Item icon Gaming machine threshold increase - removal of hotel - with LIA
        • Item icon Gaming machine threshold increase - removal of licence within a LGA - no LIA required
        • Item icon Gaming machine threshold increase - removal of registered club - with LIA
        • Item icon Gaming machine threshold increase where LIA required
        • Item icon Gaming machine threshold increase with gaming machine entitlement transfer - registered club
        • Item icon Hotel gaming machine entitlements lease
        • Item icon Local impact statement
        • Item icon Single gaming machine entitlement transfer with threshold increase - country to country hotel
        • Item icon Single gaming machine entitlement transfer without threshold increase - country to country hotel
        • Item icon Transfer poker machine permits
        • Item icon Vary/end hotel gaming machine entitlements lease
      • Folder icon Liquor
        • Item icon Admit temporary membership of registered club
        • Item icon Application for review of a decision made by the Secretary
        • Item icon Auctioneer notification
        • Item icon Banning order application by Commissioner of Police or Secretary
        • Item icon Bed and breakfast liquor notification
        • Item icon Approval for under 18s to access licensed premises
        • Item icon Category A community impact statement form
        • Item icon Category B community impact statement form
        • Item icon Cease liquor sales during standard trading hours
        • Item icon Change 6-hour closure period - application by Commissioner of Police or Secretary
        • Item icon Change 6-hour closure period - application by licensee
        • Item icon Change approved manager application
        • Item icon Change business type
        • Item icon Change liquor licence condition - application by Commissioner of Police or Director General of NSW Trade and Investment to ILGA
        • Item icon Change liquor licence condition - application by licensee
        • Item icon Change liquor licence condition - submission by licensee to the Secretary, NSW Department of Customer Service
        • Item icon Club functions authorisation
        • Item icon Club licence - removal
        • Item icon Declaration - approved manager approval
        • Item icon Declaration - consent to lodge on behalf of applicant
        • Item icon Declaration - liquor licence application by proposed licensee
        • Item icon Drink on-premises authorisation
        • Item icon Exception from open to public requirement
        • Item icon Exception from requirement to sell, supply, serve liquor
        • Item icon Exception from requirement that licensee not be absent more than 6 weeks
        • Item icon Exemption application from a schedule 4 condition
        • Item icon Exemption from a precinct related special licence condition
        • Item icon Extended trading authorisation - club licence
        • Item icon Extended trading authorisation - hotel licence
        • Item icon Extended trading authorisation - on-premises licence
        • Item icon Extended trading authorisation - packaged liquor licence
        • Item icon Extended trading authorisation - producer or wholesaler licence
        • Item icon Extended trading authorisation - special occasion
        • Item icon Extended trading authorisation - small bars
        • Item icon Hotel licence - removal
        • Item icon Junior members authorisation
        • Item icon Lease or sublease licensed premises
        • Item icon Limited licence functions - police notification
        • Item icon Liquor licence manager access - declaration by licensee or proposed licensee
        • Item icon Liquor licence transfer - club licence
        • Item icon Minors functions authorisation
        • Item icon Notice of development application
        • Item icon Online appointment of manager notice - declaration by incoming manager
        • Item icon Online appointment of manager notice - declaration by organisation
        • Item icon Online function on other premises application - declaration by licensee
        • Item icon Online liquor licence modification - declaration by licensee
        • Item icon Online liquor licence transfer - declaration by business owner
        • Item icon Online liquor licence transfer - declaration by existing licensee
        • Item icon Online liquor licence transfer - declaration by owner in possession
        • Item icon Online liquor licence transfer - declaration by proposed licensee
        • Item icon On-premises licence - removal
        • Item icon Packaged liquor licence - removal
        • Item icon Premises file archives and records request
        • Item icon Premises licence data request
        • Item icon Primary service authorisation
        • Item icon Producer wholesaler licence - removal
        • Item icon Sale on other premises authorisation
        • Item icon Statement of risks and potential effects
        • Item icon Surrender liquor licence - declaration by interested party
        • Item icon Surrender liquor licence - declaration by licensee
        • Item icon Temporary licensed premises
        • Item icon Vessel trading authorisation
        • Item icon Wine show or producer's market/fair notification
  • Folder icon G. If required - Notices
    • 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 H. Settlement
    • Item icon Requirements
      Clause 12 of the By Lawyers contract lists everything the vendor must provide on settlement. There may be additional requirements under any special conditions. The vendor will need to supply any documentation the purchaser will require to:

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    • Item icon Adjustments
      Items requiring adjustment that need to be agreed by the parties before settlement can include:

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    • Item icon Searches
      As with a conveyancing transaction, the purchaser is likely to conduct the following searches immediately before settlement to protect their position from any dealings that may have occurred between exchange and settlement:

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    • Item icon Settlement Adjustment Sheet
    • Item icon BETA - Settlement Adjustment Sheet (NEW)
    • Item icon Direction to pay to purchaser's solicitor
    • Item icon Letter to agent notifying date and time of settlement
    • Item icon Letter to agent with order on agent or cheque for commission
    • Item icon Letter to vendor with settlement figures and our account
  • Folder icon I. Finalising the matter
    • Item icon Letter to vendor following settlement finalising the matter
    • Item icon Example invoice incorporating notification of client's rights - NSW
    • 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

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