Reviewed by the Commercial & Business team at Bennett Carroll Solicitors · Last reviewed 11 November 2026
The quick answer
- What it is: In a walk-in walk-out (WIWO) sale, the business is sold as it stands on settlement day, with its equipment, stock and operations.
- The catch: “As is” doesn’t mean buying blind. The buyer’s protections only exist if they’re in the contract.
- The solution: Negotiate warranties, an indemnity for pre-settlement liabilities and a disclosure schedule before you sign.
Jump to: What WIWO means | What’s included | Pros and cons | Protecting yourself | FAQs | Get advice
What is a walk-in walk-out contract?
A walk-in walk-out contract is a type of business sale contract where the entire business is sold as it stands on the day of settlement. Unlike other sale contracts, where specific items are included or excluded, the buyer “walks in” and takes over the operations exactly as they are, including the equipment, stock and other assets used to run the business.
WIWO sales are popular because they are simple and quick. That simplicity can also hide risk, so both buyers and sellers should understand what is, and isn’t, covered.
What’s included in a WIWO sale?
- Assets included: The contract typically lists all the assets transferring to the buyer. This may include the business premises, equipment, inventory, intellectual property, customer databases, employee contracts, and licences or permits.
- Excluded liabilities: The contract should also specify the liabilities the buyer is not taking on, such as outstanding debts, warranties or legal claims that remain the seller’s responsibility.
- Purchase price and payment terms: The agreed price, and how it is paid (a lump sum or instalments), should be clearly set out.
- Conditions: The sale may depend on conditions being met before it is finalised, such as obtaining approvals or meeting specific requirements.
Advantages of a walk-in walk-out sale
- Simplicity: Including all assets and operations reduces the need to negotiate item by item.
- Quick transition: The business changes hands as it stands, minimising disruption to day-to-day trading.
- Clarity for buyers: Buyers can assess the business’s current state and decide based on existing operations and performance.
- Opportunities for sellers: Selling the business as a whole can attract more buyers and lead to a quicker sale.
Disadvantages and things to consider
- Limited customisation: Because the business is sold “as is”, there may be less room to tailor the deal.
- Price negotiations: These can still be complex, especially if the value of the assets or goodwill is disputed.
- Due diligence: Buyers must do thorough due diligence to understand the business’s financial health, risks and future prospects.
- Legal advice: Both parties should get legal advice to make sure the contract protects their interests and complies with the law.
How buyers can protect themselves
Buying a business “as is” doesn’t mean buying blind. Buyers should still ask for warranties from the seller (for example, about the financial records, equipment and any disputes), an indemnity for liabilities from before settlement, and a disclosure schedule listing anything the seller knows about. These are negotiated, so raise them early.
If you’re on the selling side, see our guide to selling your business: methods of sale, including what you have to tell a buyer. Before signing any business contract, our business contracts dos and don’ts is a useful checklist. The Queensland Government also has practical guidance on completing the sale of a business.
Frequently asked questions
What does walk-in walk-out mean?
The business is sold as it stands on settlement day, including its equipment, stock and operations, so the buyer can take over straight away.
What is usually included in a WIWO sale?
Usually the assets used to run the business, such as equipment, inventory, intellectual property, customer databases, and licences or permits. The contract should list exactly what is included.
Does a WIWO sale include the seller’s debts?
The contract should list the liabilities the buyer is not taking on, such as outstanding debts or legal claims. Buyers should also ask for an indemnity for liabilities from before settlement.
How do I protect myself when buying a business “as is”?
Do thorough due diligence, and ask for warranties from the seller, an indemnity for pre-settlement liabilities and a disclosure schedule. These are negotiated, so raise them early.
Do I need a lawyer to buy or sell a business walk-in walk-out?
Yes. Both buyers and sellers should get legal advice before signing. We offer capped fee contract reviews with a plain English letter of advice.
Get your business sale contract right
Bennett Carroll Solicitors has been a Queensland law firm since 1974. We help businesses right across Queensland by phone and video, with offices in Brisbane North (Stafford), Brisbane South (Upper Mount Gravatt), the Gold Coast (Mermaid Beach) and the Sunshine Coast (Birtinya), plus Ipswich and Brisbane Central by appointment.
Call 1300 334 566, email info@bcglaw.com.au, or send us your details below.
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