Buying and selling a business involves complex contracts and extensive due diligence. We take care of the legal aspects of acquisitions and sales so you can focus on the strategy.
Get help with everything from contract advice and IP reviews to due diligence and restructuring advice.
Work with legal partners who understand how to develop a winning exit strategy.
There are two key considerations when purchasing a business: due diligence and valuation.
Valuations are notoriously difficult, but the best way to simplify them is to conduct thorough due diligence so you can understand exactly what you’re purchasing – including any liabilities or hidden risks.
Our Melbourne-based commercial solicitors act as your full-service legal partners, which means we operate with a holistic view of your acquisition.
When we’re conducting historical searches and identifying risks, we’re doing so with your long-term business goals in mind.
We’ll also work with you to draft and review relevant contracts, including employment or contractor agreements that keep the former owner involved for a set period of time.
Selling a business – particularly one that you’ve built from the ground up – can be an emotional experience.
It’s important, though, to proceed with a clear exit strategy in mind.
We’ll work with you to identify your goals and formulate a legal strategy that supports them.
As part of that process, we’ll review proposed sales contracts, draft any requisite special conditions, and prepare due diligence collateral to expedite the sales process.
We can also help you establish screening processes for potential buyers, minimising the access other market participants have to confidential or commercially sensitive information.
Book a consultation to find out how our Melbourne-based team of commercial solicitors can help you get the right value for your business.
Certain businesses, like ecommerce stores and SaaS companies, sell goods and services entirely in digital spaces.
These online businesses share similarities with brick-and-mortar businesses, but also come with unique risk profiles and operating models.
When you’re buying an online business, it’s critical that you assess risks posed by regulatory or technological changes.
For example, an ecommerce business with a concentrated Facebook ads revenue pipeline might have had its revenue severely and permanently impacted by the iOS 15.2 privacy update, heavily decreasing its overall value.
Understanding exactly what you’re purchasing is also important.
Some apps and SaaS businesses, for example, may rely heavily on skilled developers who may be hard to replace, so making sure that long-term employment contracts are in place for key persons could be important.
Get in touch with our experienced commercial team to find out how we can help you navigate the acquisition of digital-first businesses.
Understand why you want to sell your business and what you want to get out of it. Different goals require different approaches.
A good commercial solicitor will act as your guide through the sales process by drafting documents, conducting due diligence, identifying risks, and connecting you with other professionals like accountants and valuers.
In coordination with your solicitor, develop an exit strategy that positions you to reach your individual goals.
Get your business valued by a professional valuer. The right valuation is critical, so talk with your solicitor about taking steps to maximise your business’s worth.
Once you have a good understanding of how much your business is worth, start sourcing prospective buyers. This can include reaching out directly to interested parties, advertising on online platforms, or working with a business broker.
The final stage of selling a business is to sign the contracts and await payment.
Once the new owner has settled with you, transfer all required accesses, leases, licences, rights, and information.
You’ll also need to finalise your tax returns, activity statements, and instalment notices.
Selling a business involves tax considerations, such as the payment of CGT and GST. You may also have additional legal requirements that you need to address.
Importantly, you also need to prepare your business for a smooth handover. That means taking steps to notify and reassure employees and making sure operations can continue running without your input.
Once negotiations have been completed, the buyer’s solicitor will typically draft a business purchase agreement. Have your solicitor review the agreement to make sure it contains the correct provisions.
When you’ve found a buyer you’re happy with, sit down with your solicitor, the buyer, and their solicitor to discuss terms of sale.
”I found Pentana Stanton Lawyers to be extremely professional and friendly. They made me feel very comfortable throughout the entire process, and I would recommend Jessie to anyone looking for a great lawyer.
Peter Burns
When you’re preparing for your consultation with one of our team, reading up on the basics of buying and selling businesses can be helpful.
Get started with our library of easy-to-read articles and guides.
Jesse is a highly experienced commercial solicitor admitted at both the Supreme Court of Victoria and the High Court of Australia.
He excels at partnering with growing organisations to help drive sustainable growth.
Buying a business is a big decision that should require a lot of thought and planning.
First, identify your goal. What do you want out of the purchase? Do you want to flip the business and sell it at a higher valuation? Are you looking for a dream business where you can work for yourself and do what you love? Do you want to use the business to support or launch other ventures? Different goals require different strategies.
Next, consider how well the target acquisition will support that goal. Review the reason for the sale, key metrics (such as top-line revenue, EBITA, working capital, net profit, margins, unit economics, and CAC), and the suitability of the business for its intended purpose. Some businesses may appear profitable, but will be grounded in unsustainable unit economics with high burn rates, making them unsuitable for long-term goals.
After you’ve assessed suitability, conduct your due diligence. Check things like exactly what assets you’re purchasing, restraint of trade clauses, and key persons. Certain businesses, especially in the professional services sector, require experienced operators to operate, so it’s important to check how much of a role the owner themselves plays in the business, as well as when the contracts of key staff members expire.
Finally, get a professional valuation. Your solicitor can help you find an unbiased valuer that treats both sides of the transaction in the right way.
If you don’t have the cash required to purchase a small business, you may need to borrow the money from a lender. There are two main types of business loans: secured and unsecured.
Most loans to purchase a business will require security, especially if you go to a traditional bank. Your deposit might range from 10–30% of the value of the loan, depending on the applicable loan-to-value ratio (LVR).
Digital banks and private lenders typically have lower LVRs and loan requirements, which may be offset by higher interest rates, longer terms, and additional fees.
To find out how much you might be expected to put down as a deposit, talk to individual lenders about your options. Your solicitor will also be able to recommend a business loan broker, who can help you find a loan that aligns with your needs.
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