Business and FranchiseNSW

The Purchase and Sale of Business and Franchise publication seeks to assist legal practitioners to successfully navigate the complexities of business conveyancing in NSW. The easy to follow, comprehensive procedures and checklists eliminate common issues which cause delay or dispute in relation to contracts for sale of business, such as purchaser entity, finance, premises, and franchise requirements.

The commentary sets out the tax consequences of sale price apportionment, explains the tax treatment of stock, long service leave and other employee entitlements, considers the status of the premises and any franchise agreement, and discusses many other important issues affecting business conveyancing.

The many precedents include the By Lawyers Uniform Contract for Sale of Business which 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 comprehensive matter plan is an effective risk management tool, assisting practitioners to work through the matter ensuring the necessary steps of a typical matter are considered as required.

The Business Structures and the Comparative Table commentary usefully compares the various business structures. This is particularly useful when advising purchasers.

The Franchise commentary is a comprehensive manual on franchise agreements.

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.

The detailed Retainer Instructions ensures nothing is missed and the client is properly advised.