Sale & Purchase of Business Checklist

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1 Conditional Dates: Due Diligence - # Finance - # Settlement Date: # Critical dates entered in Task List/Diary? Yes/No Time Task Instructions/Results Action Parties Identity of the Seller(s). Is there more than one entity? Done Sole trader Partnership Trust Company name & ACN Address Contact details ABN Registered for GST If more than one, who owns what? Consider: Business names Trade or service marks Leases Relevant licences/permits Motor vehicle registration Statutory permits and licences Locate original Certificates of Registration If multiple sellers, consider: Apportionment of purchase price Joint or separate liability Identity of buyer: Sole trader Partnership Trust Company name & ACN Address Contact details ABN Registered for GST? Page 1 of 8

2 Restrictions on transfer Does anyone need to consent to the sale? Eg Franchisor. Locate stamped original copies of Franchises/Licenses. Have you granted an option to another? What will your financier require? Will there be sufficient proceeds from the sale to pay them out? If not, what arrangements can be made for continuation of part of the facility? Assets Plant and equipment Obtain list and verify: Which are owned and which are leased or hired? Agreed values of seller owned equipment Finance details of leased or hired equipment. Are these to be paid out or transferred? Necessary consents Stock Quantity (stock levels) When is the stock-take to occur? Who is to conduct the stock-take? Method of valuation of stock? Obsolete or slow-moving stock Retention of title clauses May impact on the ability to give clear title to stock Work in Progress Quantity Method of valuation? Page 2 of 8

3 Debtors (if any) To be purchased or not? If purchased: Method of valuation Bad and doubtful debts Exclusions If not purchased: Method of collection Enforcement seller Trailing commissions (if any) If to remain the property of the Seller, how are these to be collected/monitored? Goodwill Value Name Business name (registered number) Seller s name Product name - list Restraint on the Seller Geographical area Time limit Business or products Persons restrained Tuition seller Before completion After completion Seller s pre-completion conduct Page 3 of 8

4 Intellectual Property Identify: Business names Copyrights Patents Trademarks Trade names Designs Other defined industrial, commercial and intellectual property Software Database User agreements and licences (to be provided) Premises Define Property searches held on file Acquisition or lease? New lease, assignment of existing lease or sub-lease? Terms for new lease Rent (& GST) Other outgoings (& GST) Term Option Permitted use Inspect existing lease (originally signed stamped lease required) Rent (& GST) Other outgoings (& GST) Term Option Permitted use Necessary consents Third parties Statutory Does proposed use comply with statutory requirements? Page 4 of 8

5 Are the premises affected any statutory proposals? Liabilities Current liabilities Up to date on current terms? Agreed method of repayment? Terms available to buyer after completion? Contingent liabilities (eg Warranty Claims) Details Agree method of fulfilling Agree any compensation for buyer Contracts Identify all material contracts What consents are necessary for assignment? Conditions attaching to consents? Deposits and payments on account- how treated? Staff Names of Staff Start Dates Terms of employment Cessation of employment on settlement Assurance of employment continuance to avoid potential claims and preserve long service leave entitlements How are potential long service leave entitlements to be adjusted? Sale Price Cash or terms Deposit Page 5 of 8

6 Apportionment of price between Assets being sold Speak to your taxation advisor Guarantees [from director(s) of purchasing company] Security for deferred price Share Sale Terms of Constitution Any seller restrictions on transfer Shareholder agreements? Any Tax Losses? Business records Consider what will be delivered/retained? Speak to your accountant. Takings Wages Bank Accounts Age of debtors Credit terms Insurance Litigation Service agreements Employment Contracts Ensure that there is an ongoing right of access for delivered records that may in the future be required (eg the ATO). Costs and duty Generally - each party usually bears their own legal fees and the buyer pays the stamp duty Landlord - Find out an approximate fee for assignment of Lease (if any). The buyer usually bears this. On securities - generally paid the buyer Taxation Include your accountant in the loop early. Page 6 of 8

7 Consider particularly not just income tax implication but also Capital Gains Tax implications (and whether any Small Business Concessions or roll-over relief are available). How is GST to be treated on the sale? Is a sale as a going concern planned? If so, you will need to take specific advice about the preconditions and what needs to be stated in the Sale Contract. Contact your Taxation Advisor and Lawyer on this one. Contract Preparation Who is to prepare the Sale Contracts - Seller s Lawyer, Business Broker? Tip: this document to your lawyer as the basis for contract preparation / review. What conditions will a buyer want? Finance Due diligence on books Due diligence on lease/other contracts Interview and securing assurances of continuance from key staff Consider: Encouraging the buyer to perform due diligence before the expense of Contract Preparation has to be incurred. If this is to occur you will probably want assurances of confidence from the potential buyer. Consider a Non-Disclosure Agreement. Page 7 of 8

8 Will the purchaser retain any employees? Is the purchaser a constitutional corporation (ie a company, incorporated association, letters patent)? If yes to both questions, advise that the purchaser should not express or imply that it does not want to preserve the "qualifying period" (under the Workplace Relations Act 1996), as during the initial 6 month period following settlement, the purchaser can terminate an employee's employment, and the employee cannot bring an application for harsh, unjust or unreasonable termination of employment. Note that this is separate to a "probationary" period. Time for settlement Date or days after contract signed (eg 30 days after Contract Date) Tip: Consider all that needs to be done before settlement and ensure that you have allowed enough time. The Minimum is usually 30 days from the date of Contract and is commonly 60 or 90 days. NOTE: This check-list is not legal advice and is not a substitute for legal advice but simply to provide a tool for more effective preparation, negotiations, delegation and document preparation. Page 8 of 8

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