Sale & Purchase of Business Checklist Template - Corney&lind Lawyers

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Sale & Purchase of Business Checklist
(The questions are directed to the seller, but a buyer will do well to ensure that the issues identified are dealt with)
TAGGED: #AAA00000000000#
Conditional Dates:
Due Diligence - #
Finance - #
Settlement Date: #
Critical dates entered in Task List/Diary? Yes/No
Time
Task
Instructions/Results
Action
Done
line
by
Parties
Identity of the Seller(s). Is there more than
one entity?
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?
The Checklist is for information only and is not legal advice or a substitute for legal advice. Our
Brisbane Commercial Lawyers
are happy to help.
Page 1 of 8
Sale & Purchase of Business Checklist
(The questions are directed to the seller, but a buyer will do well to ensure that the issues identified are dealt with)
TAGGED: #AAA00000000000#
Conditional Dates:
Due Diligence - #
Finance - #
Settlement Date: #
Critical dates entered in Task List/Diary? Yes/No
Time
Task
Instructions/Results
Action
Done
line
by
Parties
Identity of the Seller(s). Is there more than
one entity?
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?
The Checklist is for information only and is not legal advice or a substitute for legal advice. Our
Brisbane Commercial Lawyers
are happy to help.
Page 1 of 8
Sale & Purchase of Business Checklist
(The questions are directed to the seller, but a buyer will do well to ensure that the issues identified are dealt with)
TAGGED: #AAA00000000000#
Time
Task
Instructions/Results
Action
Done
line
by
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?
The Checklist is for information only and is not legal advice or a substitute for legal advice. Our
Brisbane Commercial Lawyers
are happy to help.
Page 2 of 8
Sale & Purchase of Business Checklist
(The questions are directed to the seller, but a buyer will do well to ensure that the issues identified are dealt with)
TAGGED: #AAA00000000000#
Time
Task
Instructions/Results
Action
Done
line
by
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 by 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 by seller
Before completion
After completion
Seller’s pre-completion conduct
The Checklist is for information only and is not legal advice or a substitute for legal advice. Our
Brisbane Commercial Lawyers
are happy to help.
Page 3 of 8
Sale & Purchase of Business Checklist
(The questions are directed to the seller, but a buyer will do well to ensure that the issues identified are dealt with)
TAGGED: #AAA00000000000#
Time
Task
Instructions/Results
Action
Done
line
by
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?
The Checklist is for information only and is not legal advice or a substitute for legal advice. Our
Brisbane Commercial Lawyers
are happy to help.
Page 4 of 8
Sale & Purchase of Business Checklist
(The questions are directed to the seller, but a buyer will do well to ensure that the issues identified are dealt with)
TAGGED: #AAA00000000000#
Time
Task
Instructions/Results
Action
Done
line
by
Are the premises affected by 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
The Checklist is for information only and is not legal advice or a substitute for legal advice. Our
Brisbane Commercial Lawyers
are happy to help.
Page 5 of 8

Download Sale & Purchase of Business Checklist Template - Corney&lind Lawyers

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