SALE OF BUSINESS

The key document is the Contract of Sale of Business, which outlines the terms of sale, purchase price, assets included, and settlement arrangements. You’ll also need a Section 52 Vendor’s Statement if you’re selling a small business (with a sale price under $450,000), along with any relevant lease assignments, licences, and transfer agreements.

Legal advice is essential to ensure all documents comply with Victorian law. 

A Section 52 Statement (required under the Estate Agents Act 1980) provides financial details about the business being sold, including profit and loss statements, asset lists, and lease information. It helps the buyer make an informed decision. If this statement is inaccurate or incomplete, the buyer may have grounds to cancel the contract — so it’s vital to have it professionally prepared or reviewed by a lawyer.

While not legally mandatory, engaging a lawyer is strongly recommended. Selling a business involves complex contracts, disclosure obligations, lease assignments, and negotiations. A lawyer ensures your documents are compliant, protects your interests during due diligence, and manages settlement efficiently — reducing the risk of future disputes. 

The timeframe varies depending on the type and size of the business, the buyer’s readiness, and the complexity of the transaction. On average, sales can take two to six months from listing to settlement. Factors such as due diligence, finance approval, and lease transfers can affect timing 

If your business premises are leased, the lease will usually be assigned to the buyer as part of the sale. The landlord’s consent is typically required. Legal Wave assists with preparing the assignment documents, liaising with the landlord, and ensuring all obligations are met before settlement. 

Tax obligations depend on how the business is structured. Some business sales qualify as a GST-free going concern, provided certain conditions are met. Capital gains tax (CGT) may also apply, though small business concessions can reduce or eliminate the tax payable. It’s important to seek advice from both your lawyer and accountant before finalising the sale. 

Yes, but these debts must be disclosed and resolved as part of the settlement process. The buyer will usually require confirmation that all liabilities are cleared prior to or at settlement. Legal Wave assists with obtaining lender releases and ensuring the sale proceeds are properly distributed. 

After settlement, your lawyer ensures all business assets, leases, and licences are transferred, and any security interests are released. You may also need to notify regulatory bodies such as the ATO, ASIC, or local council, depending on the nature of your business. Legal Wave provides post-settlement support to help finalise these obligations.