How Lawyers Assist with Selling or Buying a Business
June 18, 2025
Selling or buying a business can be a complex process involving significant legal, financial, and operational considerations. Engaging a lawyer with experience in selling and buying businesses is crucial to ensure the transaction proceeds smoothly, complies with Australian law, and protects your interests—whether you are a buyer or a seller.
Role of Lawyers in Business Sales and Purchases
Lawyers play a central role in every stage of the business sale or purchase process:
- Due Diligence: Lawyers conduct thorough due diligence to uncover hidden risks, such as undisclosed debts, pending litigation, regulatory issues, or problems with contracts, leases, and intellectual property. This process helps buyers make informed decisions and gives sellers confidence that all disclosures are accurate.
- Drafting and Reviewing Agreements: Lawyers draft and review all key agreements, ensuring they are tailored to the specific transaction and comply with Australian law. This includes the main business sale agreement and any ancillary documents.
- Negotiating Terms: Lawyers negotiate terms on behalf of their clients to secure favorable outcomes, clarify obligations, and address any ambiguities or potential pitfalls in the contract.
- Transfer of Assets and Contracts: They manage the legal transfer of assets, leases, permits, licenses, and ongoing contracts, making sure all necessary approvals and assignments are obtained.
- Employment Law Compliance: Lawyers advise on the treatment of existing employees, transfer of entitlements, and compliance with workplace laws, ensuring a seamless transition for staff.
- Settlement and Completion: They oversee the settlement process, confirming that all conditions are satisfied, payments are made, and legal ownership is transferred without outstanding liabilities.
- Post-Sale Support: Lawyers can provide ongoing advice on post-sale obligations, such as restraint of trade, handover arrangements, and dispute resolution.
Key Agreements and Documents Lawyers Draft
The main legal document in a business sale is the Business Sale Agreement. Lawyers also prepare or review several related documents to safeguard their client’s interests:
- Heads of Agreement or Term Sheet: A preliminary, usually non-binding document setting out the key terms agreed by the parties before the full contract is drafted.
- Business Sale Agreement: The comprehensive contract detailing all terms and conditions of the sale, including what is being sold (assets, shares, goodwill), price, payment terms, and settlement arrangements.
- Transfer Deeds: For transferring ownership of specific assets, intellectual property, or leases.
- Employment Agreements or Transfer Notices: To address the transfer or termination of employees and the treatment of their entitlements.
- Non-Disclosure Agreements (NDAs): To protect confidential information during negotiations and after the sale.
- Completion Checklist: A practical tool to ensure all steps are completed before settlement.
Why Legal Advice Is Essential
Attempting to buy or sell a business without legal guidance exposes parties to significant risks, including:
- Unintended assumption of liabilities.
- Disputes over what is included in the sale.
- Problems with the transfer of leases, contracts, or licenses.
- Employment law breaches.
- Tax and regulatory non-compliance.
Lawyers help ensure all legal requirements are met, documents are properly drafted, and your interests are protected throughout the transaction.
Conclusion
Once the value of a business reaches a certain level, lawyers become indispensable in business sales and purchases. They provide expert guidance, draft and negotiate robust agreements, and manage the legal complexities of the transaction. Engaging a lawyer early in the process is the best way to help ensure a successful, compliant, and dispute-free outcome.
A person's Will in Western Australia is generally revoked by marriage or divorce, unless it's made with their specific intention to marry or divorce clearly stated in the Will (or there is other evidence which establishes this intention). What Happens If You Get Married Under section 14 of the Wills Act 1970 (WA), marriage automatically invalidates your existing Will, unless your Will expressly states it was made "in contemplation of marriage" to your intended spouse. If your Will is invalid and you pass away, your assets will be divided according to WA's intestacy laws, which may not reflect your wishes. The best practice is to obtain a new Will after marriage to ensure all your assets and intentions for your loved ones are protected. What Happens If You Get Divorced Section 14A of the Wills Act 1970 (WA) outlines that divorce also cancels your Will unless your Will shows a clear intent for it to remain valid after divorce. Practically speaking, the automatic revocation in section 14A makes sense, as it is unlikely that you would still want to appoint your former spouse as the Executor of your Will, or provide for them from your estate, after you have divorced. However, if you do not update your Will after divorce, there may be unintended consequences, such as assets going to your ex-spouse or confusion and disputes among family members. Why Updating Your Will Matters Failing to update your Will after marriage or divorce can lead to estate mismanagement, litigation, or your wishes not being honored. If your relationship status has changed, make an appointment to create or update your Will so all provisions accurately reflect your current wishes and protect your loved ones. This is especially important for blended families, business succession planning, and unique asset structures. Get A Will That Reflects Your Changed Circumstances At Crabtree Legal, a veteran-owned and operated law firm in Perth, we pride ourselves on delivering expert, practical advice and drafting for Wills, estate, and succession matters. If you or anyone you know has recently married or divorced, please refer them to us—it may be time to get a new Will to ensure their wishes and family's future are protected.
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Making a Will is the best way to ensure your assets and wishes are respected after your passing. But what happens if you die without a Will in Western Australia? The law refers to this situation as “dying intestate”, and your Estate will be distributed according to strict rules set out by the Administration Act 1903 (WA) , specifically section 14. This can have unexpected consequences for your loved ones, and may not reflect your wishes. How Is Your Estate Distributed Under Section 14 of the Administration Act 1903 (WA)? When someone passes away without a valid Will in WA, their estate is distributed to eligible relatives in strict proportions prescribed by law. The following summarises how assets are distributed, depending on which family members survive you: Spouse/de facto partner only = all to spouse/de facto partner. Spouse/de facto and child(ren) of both = $546,000 ( as at 5 July 2025 ) plus one-third to spouse; remaining two-thirds equally between children. Spouse/de facto and child(ren) (not all shared) = $546,000 ( as at 5 July 2025 ) plus one-third to spouse; remaining two-thirds equally between children (including any from other relationships). Spouse/de facto and no children, but parents and siblings (or nieces and nephews) = $815,500 ( as at 5 July 2025 ) plus half to spouse; with the remaining half a first amount of $65,500 ( as at 5 July 2025 ) to the parents and the rest equally between parents and siblings (or nieces and nephews). Children and no spouse/de facto = all equally among children. No spouse, no children, but parents only = all to parents. No spouse, no children, but parents and siblings (or nieces and nephews) = first amount of $65,500 ( as at 5 July 2025 ) to the parents and the rest equally between parents and siblings (or nieces and nephews). No spouse, no children, no parents, but siblings (or nieces and nephews) only = all equally to siblings (or nieces and nephews). No spouse, no children, no parents, no siblings, but grandparents = all equally among grandparents. No spouse, no children, no parents, no siblings, no grandparents, but aunts and uncles (or cousins) = all equally among aunts and uncles (or cousins). No eligible relatives = your Estate goes to the State of Western Australia. Why Is Intestacy Often a Problem? If you die without a valid Will, you lose control over who receives your assets. For example: Your spouse might have to share your Estate with children from another relationship, causing stress and uncertainty. Children, parents or siblings might inherit more (or less) than you intended. People you care about may miss out completely—such as stepchildren, friends, or charities. Disputes and delays are far more likely. Secure Your Legacy—Plan Ahead If the default rules above are not what you want for your loved ones, the best solution is to prepare a legally valid Will that reflects your wishes. Contact Crabtree Legal Today As a veteran owned and operated law firm based in Perth, WA, Crabtree Legal is ready to help you: Draft a Will tailored to your unique circumstances. Advise on Estate Planning, including Superannuation and Trusts. Create Powers of Attorney and Guardianship documents.