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What to Include in a Business Sale Agreement: A Guide for Sellers and Buyers

Thinking of Buying or Selling a Business in Queensland? Here’s What You Need to Know

If you’re planning to buy or sell a business in Queensland—having a legally sound business sale agreement is essential. This contract outlines everything from the sale price to employee arrangements and protects both parties from future disputes.

At Bennett Carroll Solicitors, our commercial law experts help business owners navigate sales and purchases with confidence. Here’s what every buyer and seller should include in their business sale agreement.

Key Elements of a Business Sale Agreement

Sale Price and Payment Terms
- Clearly outline the agreed purchase price and payment structure (e.g., lump sum, instalments, or vendor finance).
- Specify any deposit requirements and conditions for final payment.
Assets Included in the Sale
- Detail whether the sale includes stock, equipment, intellectual property, goodwill, and business name.
- Clarify if there are any excluded assets.
Liabilities and Debts
- Define who is responsible for existing debts, outstanding contracts, or supplier agreements.
- Ensure there’s a clear allocation of liabilities between the buyer and seller.
Employee Considerations
- Address whether employees will transfer to the new owner.
- Outline redundancy, entitlements, or new employment agreements.
Lease Transfer or New Lease Agreements
- If the business operates from leased premises, ensure the lease is transferable or that a new lease is negotiated.
- Obtain landlord consent if required.
Warranties and Representations
- The seller should provide warranties about the accuracy of financial records and business operations.
- Define indemnities to protect both parties from future legal claims.
Restraint of Trade Clauses
- Prevents the seller from starting or working for a competing business within a set period and location.
- Helps protect the buyer’s investment.
Dispute Resolution Terms
- Define processes for resolving disputes to avoid costly litigation.
- Mediation and arbitration clauses can be useful.

Need Help with a Business Sale Agreement in Queensland? Secure Your Business Sale with Expert Legal Guidance

Buying or selling a business is one of the most important decisions you’ll make—don’t risk costly mistakes with a poorly drafted agreement. At Bennett Carroll Solicitors, we are experts in business sale contracts, negotiations, and legal due diligence for businesses across Queensland- with offices located in Brisbane, Ipswich, the Gold Coast and the Sunshine Coast.

📞 Contact us today to ensure your business sale is smooth, secure, and legally compliant.

Thinking of buying a business? Don’t miss our guide: Buying a Business? How to Conduct Proper Due Diligence to Protect Your Investment