Buying a business
Business Purchase Lawyer
Buying a business or a company? A senior lawyer checks what you are getting, negotiates the sale agreement and gets you to completion, on a fixed fee quoted before we start.
Know what you need? Request a fixed-fee quote and upload your documents. Not sure of scope? Book a short call with a senior lawyer instead.
What does a business purchase lawyer do?
A business purchase lawyer advises the buyer before committing to an acquisition. Envision Legal reviews heads of agreement, carries out legal due diligence, negotiates the sale agreement and coordinates consents and completion. Senior lawyers explain the assets, liabilities and conditions you are accepting, with a fixed fee and scope agreed before work starts.
Key points
- Seek advice before signing an offer or paying a deposit.
- Check contracts, lease consents, employees, IP and security interests.
- Coordinate legal, accounting and finance advice before completion.
Content updated · Published by Envision Legal. Meet Rej Singh, founder and corporate and commercial lawyer.
Most of the risk in buying a business is settled in the heads of agreement and the sale agreement. The time to involve a lawyer is before you sign either.
What is included in a fixed-fee business purchase
- Heads of agreement: price, deposit, exclusivity, conditions and the due diligence period.
- Legal due diligence: key customer and supplier contracts, the lease, employees, IP, licences and PPSR searches. See due diligence when buying a business.
- Sale agreement review and negotiation: warranties, indemnities, stock and price adjustments, earn-outs and vendor finance.
- Lease assignment: landlord consent, guarantees and the terms you inherit.
- Restraints: a restraint on the seller that protects the goodwill you are paying for.
- Completion: the completion checklist, transfer of contracts and employees, and post-completion steps.
Asset purchase or share purchase
An asset purchase can let you select assets and assumed liabilities, but statutory obligations, employee entitlements, security interests and the agreed terms still need investigation. A share purchase takes the company with its full history, so the warranties and due diligence carry more weight. We will tell you which is better for your deal and what the seller is likely to accept.
How it works
- Send the offer or heads of agreement, plus the broker's information memorandum if you have one.
- We quote a fixed fee, usually within one business day.
- We run due diligence and negotiate, reporting the issues in plain English, ranked by importance.
- We manage completion with your accountant, financier and the seller's lawyer.
Start with our buying a business checklist. If you are selling, see business sale lawyer Sydney or business sales and acquisitions.
Frequently asked questions
What does a business purchase lawyer do?
Acts for the buyer from offer to completion: reviewing or negotiating the heads of agreement, running legal due diligence, negotiating the sale agreement, warranties and restraints, arranging lease assignment and other consents, and managing completion.
When should I involve a lawyer when buying a business?
Before you sign a heads of agreement or pay a deposit. Price adjustments, exclusivity, conditions and due diligence access are usually set at that stage and are difficult to change later.
Should I buy the shares or the business assets?
Buying assets usually lets you choose what you take on and leave historic liabilities with the seller. Buying shares takes the company as it stands, including its history, which makes due diligence and warranties more important. The right choice depends on tax, contracts, licences and what the seller will accept.
What happens to the lease and employees?
A lease normally needs the landlord's consent to assign, which can take weeks and may require guarantees. Employees transfer under the terms you negotiate in the sale agreement, including how leave entitlements are treated. We build both into the timetable from the start.
How are your fees for a business purchase structured?
We quote a fixed fee once we understand the deal: asset or share purchase, the size of due diligence, and the number of consents needed. The scope is agreed in writing before work starts.
Two ways to start
Get a fixed fee before any work starts.
Answer a few short questions, attach your documents if you have them, and a senior lawyer replies with the scope and the price.
Know what you need? Request a fixed-fee quote and upload your documents. Not sure of scope? Book a short call with a senior lawyer instead.