Checklist · 18 checks
Buying a Business Checklist
Due diligence, structure and completion steps for an Australian business acquisition — asset sale or share sale.
Who it's for: Buyers of small and medium Australian businesses
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Before you sign anything
- Decide whether you are buying assets or shares — the risk profile is completely different.
- Confirm what is actually included: plant, stock, IP, domain names, social accounts, customer lists.
- Get the last three years of financials and reconcile them against bank statements and BAS.
- Confirm the reason for sale and how dependent the business is on the current owner.
- Keep the heads of agreement short, and make it clearly subject to due diligence and contract.
Due diligence
- Review the premises lease and confirm the landlord will consent to assignment.
- Review key customer and supplier contracts for change-of-control and assignment clauses.
- Check employee entitlements, awards, and which staff transfer across.
- Search the PPSR for security interests over the assets you are buying.
- Confirm licences, permits and registrations transfer or can be reissued.
- Check IP ownership — including anything built by contractors.
- Ask about disputes, ATO debts, and warranty or product-liability history.
Contract and completion
- Negotiate warranties and indemnities, and a retention or escrow if warranted.
- Agree a restraint of trade with realistic scope, area and duration.
- Deal with stock, work in progress and apportionments at completion.
- Confirm any earn-out or vendor finance terms in writing.
- Agree a handover and training period.
- Prepare a completion checklist and diarise every post-completion step.
General information only, current as at 2026-09-10. It is not legal advice and does not take your circumstances into account. Nothing here creates a solicitor–client relationship.
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