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Business Sale & Purchase

‘Opportunities multiply as they are seized.’ - Sun Tzu, The Art of War

The acquisition or sale of even a small business may be a complex transaction which, without the appropriate legal guidance, may end in financial and legal hardship.

Lloyd Meridian Legal provides timely commercial legal advice to prospective purchasers and vendors in respect of buying or selling a business (including franchises).  We work closely with our client’s accountants, bankers, tax advisors and professional associates to effectively address the myriad of legal and commercial issues which arise when buying or selling a business.

Unique business insight

We provide our legal services with unique insight gained from actual ‘hands on’ experience as owners and managers of small businesses, fast growing start-ups and established corporations.  Our multi-disciplinary experience and strong negotiation skills ensures that our clients achieve the best possible outcome in all aspects of the transaction. 

Smooth and quick settlement

From structuring, to the heads of agreement to financing and signing of the contract of sale, our firm is dedicated to promoting a smooth and quick settlement of the sale or purchase of business.  To achieve this end, timeliness is critical to ensure that the purchase or sale of business together with any lease, financier, mortgagee and franchisor issues are handled efficiently.

Competitive fixed pricing

Whether the sale is of a division of a publicly listed company or the sale of a small family business, the client’s needs are the same – focused commercial lawyers who understand the issues and deliver legal advice at competitive prices.

In respect of purchase or sale of small to medium sized businesses, we generally provide fixed quote pricing based on a scope of works as opposed to open-ended hourly quotes.  As a sign of good faith, your first consultation is complimentary – please feel free to book a complimentary appointment or teleconference by contacting us on:

Phone: +61 3 9629 6388

List of Services: 

Our lawyers have expertise in each of the important matters arising from a sale of business or purchase of business transaction, including:


  • Business structures and organisation;
  • Sale of Business Agreement preparation, review and negotiation;
  • Business Name transfers;
  • Food Permit transfers and Health Inspections;
  • Liquor licence transfers;
  • Gaming licence transfers;
  • Other special licences - Regulatory Body consents;
  • Landlord, mortgagee and franchisor consent (if applicable);
  • Intellectual property transfers (trade marks, patents, designs and copyright);
  • Representations and warranties;
  • Finance and security arrangements;
  • Permissible use of the business premises;
  • Restraint of Trade / Competition restraint issues;
  • Secrecy and confidentiality issues;
  • Change of control triggers;
  • Assistance period / Handover period;
  • Estate Agents (General, Accounts and Audit) Regulations 2008 (Vic) – Statement by a Vendor of a Small Business Form 2, Regulation 7, Section 52 Estate Agents Act 1980 (Vic);
  • Employment issues;
  • Equipment / Fixed Assets;
  • Stock / inventory;
  • Searches – ASIC, Business Name  & other regulatory searches;
  • Liabilities;
  • Statement of Adjustments;
  • Foreign Investment Review Board (FIRB) requirements;
  • Due diligence issues; and
  • Other sale of business or purchase of business issues (including in respect of an asset sale, share sale or unit trust sale).

Relevant Agreements

  • Asset Purchase / Sale Agreements - Contract for Sale of Business;
  • Share Purchase / Sale Agreements;
  • Unit Trust Purchase / Sale Agreements;
  • Shareholder Agreements / Partnership Agreements;
  • Leases and sub-leases;
  • Licences and sub-licences;
  • Transfer of Lease and Transfer of Licence;
  • Franchise Agreements, Disclosure Statement and ancillary documentation;
  • Confidentiality Agreements / Non-Disclosure Agreements;
  • Restraint of Trade / Non-Compete Agreements;
  • Equipment Lease / Licence or Hire Purchase Agreements;
  • Business Operating Agreements; and 
  • Service Agreements.