Business and Franchise
The easy to follow, comprehensive procedures and checklists in this guide 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.
Precedents include our new 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, including effective releases of PPSR security interests, transfer all of business assets including copyright works, trade marks, supplier contracts, et cetera and the ASIC/Fair Trading requirements for the transfer of business name. Our contract also customises the competition restraints so they are enforceable, bind the key people and deal with e-commerce, non-solicitation of staff and customers and confidential information.
The commentary compares business structures, 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.
Recent updates can be viewed on Obiter - our blog.
Some of the most popular precedents in this publication include:
- Uniform contract for sale of business
- Letter to purchaser's solicitor submitting contract
- Letter to vendor's solicitor with executed contract for exchange
- Direction to pay to purchaser's solicitor
- Order on agent
- Notice to complete
- Direction to pay to incoming mortgagee
- Summary of relevant considerations
- Letter to vendor's solicitor raising requisitions
Guides in this publication
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“ Contents Overview2 ”
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“ In the legal profession the term ‘costs’ refers to the fees and other expenses a practitioner charges a client for their professional services and other payments that arise out of the provision of legal services, including disbursements such as court fees. Costs are one of the most heavily ... ”
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“ Australian Competition and Consumer Commission (ACCC) Australian Securities and Investment Commission ”
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“ Companies, Trusts, Partnerships and Superannuation Personal Property Securities ”
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“ There is a vast variety of businesses in existence, any of which may form the instructions of a sale. The incidents of each sale vary enormously. To some the lease of the premises is vital to secure the retailing location, whereas to others it is irrelevant. To some the agreements with suppliers ... ”
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“ Structuring the sale and purchase of the business in the most tax advantageous manner offers the opportunity to save your clients money. This opportunity arises because of the possibility of different rates of tax. ”
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“ Consideration of the tax payable by a vendor is an essential task that must be undertaken prior to the sale of any business assets. The planning may well result in the decision that the business should not be sold at all but rather the purchaser should be required to acquire the entity that owns ... ”
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“ GST property tool The obligation to remit (pay) GST belongs to the vendor. ”
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“ Prescribed form disclosures must be given by the vendor in South Australia for: Sale of a 'small business', where the purchase price is less than $300,000; ”
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“ VOI ”
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“ Features Uses uniform terms and conditions, with all additions and variations are made in the transaction summary. ”
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“ Apportionment of the sale price It is important to structure the sale of business agreement with an apportionment of the sale price to the actual assets transferred. Namely, it is not only desirable to have an identification of the actual assets being conveyed but also it is important to have an ... ”
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“ Any motor vehicles including any registered plant such as graders, bobcats or trucks must be itemised for stamping purposes and may best be dealt with in a separate special condition with values attached. A special condition is in the library. The contract should then be stamped by the purchaser ... ”
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“ Consumer and Business Services regulates the supply of alcohol in SA under the Liquor Licensing Act 1997. See Liquor and Gaming Online for more information. ”
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“ When purchasing or selling a business which has a web-site, domain name or email, it is important that you contact the internet service provider, to advise them of the sale and the new owners’ details. They will assist in arranging for the transfer of the domain name registration. Social media ... ”
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“ The objective as always is to incur the minimum tax liability arising from the sale. The tax rates applicable to the proceeds of sale depend on whether the asset sold is a revenue asset or a capital asset. Revenue assets are generally stock, and plant and equipment. Any taxable gain is taxed at the ... ”
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“ When an employer buys or sells a business, the sale may affect the employment and entitlements of employees that are already working for the business. The transfer of business provisions of Part 2-8 of the Fair Work Act 2009 deal with situations where a business is transferred from one employer to ... ”
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“ Although business names are not strictly ‘intellectual property’ in the sense that trademarks are, it is clear that they can have substantial value, as in ‘Myer’, ‘McDonald’s’ and so on. Every business name must be registered with ASIC unless the proprietor is trading under their own name. For ... ”
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“ Consumer and Business Services regulates the supply of alcohol in SA under the Liquor Licensing Act 1997. See Liquor and Gaming Online for more information. ”
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“ and finalisation Time for completion ”
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“ Transfer registration of motor vehicles Transfer software licences and domain names ”
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