Business Purchase Lawyer Brisbane | Buying or Selling a Business in Queensland

A good deal can quickly become expensive if the legal structure is unclear. For buyers, the risk is paying for a business without fully understanding what is being transferred. For sellers, the risk is completing a sale while leaving unresolved liabilities, lease obligations or post-settlement disputes.

Ensure Legal assists clients in Brisbane and across Queensland with business purchase contracts, business sale contracts, lease assignments, franchising documents and settlement risk.

Why legal review matters before signing

Before signing a business sale contract, both parties should understand what the contract actually covers. A business sale may involve goodwill, plant and equipment, stock, intellectual property, business names, licences, employees, supplier arrangements and a lease.

The Queensland Government explains that due diligence helps buyers make decisions based on information and documents, rather than assumptions. A properly drafted contract can also include a due diligence period, allowing issues to be identified before the transaction proceeds too far.

See the Queensland Government guidance on due diligence when buying a business .

Key legal issues for buyers

A buyer should not only ask whether the business is profitable. The legal question is whether the buyer is receiving what they think they are buying.

• Is the seller legally able to sell the business?
• Are the business assets clearly identified?
• Are any assets subject to finance or security interests?
• Can the lease be assigned to the buyer?
• Is landlord consent required?
• Are licences, permits or approvals transferable?
• Are employees transferring with the business?
• Are there any restraints affecting the seller after completion?
• Are franchise or licensing documents involved?
• Are the seller warranties strong enough if information is incorrect?

One common mistake is treating the business contract and the lease as separate issues. In many business purchases, the lease is central. If the buyer cannot obtain landlord consent, or if the lease terms are commercially weak, the business may not be able to operate from the premises after settlement.

Key legal issues for sellers

For sellers, the goal is not only to complete the sale. The goal is to complete cleanly.

A seller should check whether the contract clearly deals with the deposit, stock valuation, employee entitlements, lease assignment, landlord consent, buyer default, restraint obligations and settlement deliverables.

If the business operates from leased premises, the seller may remain exposed if the lease assignment is not properly completed. This is especially important where personal guarantees, bank guarantees or make good obligations are involved.

Sellers should also be careful with statements made during negotiation. Financial figures, lease information, equipment lists, licence status and customer information should be accurate and properly documented.

Lease assignment can make or break the transaction

Many Queensland businesses operate from leased premises. In that case, the business sale will often require an assignment of lease, or sometimes a new lease.

The lease should be reviewed early. The parties need to know whether landlord consent is required, whether the buyer must provide a guarantee, whether disclosure documents apply, whether there are arrears or disputes, and whether the lease term is long enough to support the business purchase.

For related assistance, see our assignment of lease lawyer Queensland page.

PPSR searches and asset risk

A buyer should consider whether key business assets are subject to registered security interests. The Personal Property Securities Register, known as the PPSR, is the official Australian register of security interests in personal property.

This matters because a buyer may think they are purchasing equipment, vehicles, stock or other assets outright, when those assets may still be subject to finance or another party’s registered interest.

A business purchase contract should deal clearly with the release of relevant security interests before or at settlement.

See the official Personal Property Securities Register .

Franchise businesses need extra care

If the business is a franchise, the legal review should go beyond the business sale contract. The buyer may also need to review the franchise agreement, disclosure document, transfer requirements, training obligations, fees, marketing levies, renewal rights and exit restrictions.

The ACCC states that franchisors must create a franchise disclosure document to share key information about the franchise and help franchisees make informed decisions. For buyers, this means the franchise documents may be just as important as the business sale contract. For sellers, franchisor consent and transfer requirements should be checked early.

See the ACCC guidance on franchise disclosure documents .

What Ensure Legal can review or prepare

Ensure Legal can assist with the legal documents and transaction steps involved in buying or selling a business in Queensland.

• Business purchase contracts
• Business sale contracts
• Contract review before signing
• Contract negotiation
• Lease assignment
• Landlord consent issues
• Retail shop lease disclosure documents
• Franchise and licence documentation
• Settlement preparation
• Buyer and seller obligations
• Post-settlement risk
• Commercial lease review connected with a business purchase

Where the business depends on leased premises, we can also assist with commercial lease review, commercial lease drafting and retail shop lease advice.

Before you sign, check the structure

A business sale is not only about price. The contract needs to match the commercial reality of the transaction.

For buyers, that means checking whether you are receiving what you think you are buying. For sellers, it means reducing the chance of disputes after settlement.

For both sides, it means dealing with the lease, assets, disclosure documents, franchise documents and settlement requirements before the transaction becomes difficult to unwind.