Managing a business sale process
A business sale involves coordinating multiple workstreams — structuring, due diligence, contract drafting, regulatory approvals, and settlement. A disciplined process ensures nothing falls through the cracks and the client gets the best outcome.
This is an 8-step workflow for managing a business sale process in Australia. It covers the full lifecycle from initial structuring advice through to post-completion obligations, whether the transaction is structured as a share sale or asset sale.
Before you start
- Instructions from the client on whether they are buying or selling
- Financial statements for the business (at least 2-3 years)
- Details of the proposed deal structure and any heads of agreement
- List of key contracts, employees, and material assets
The workflow
Advise on transaction structure
Advise the client on whether a share sale or asset sale is more appropriate. Consider tax implications (CGT discount eligibility, small business concessions under Division 152 ITAA 1997), risk allocation, and third-party consent requirements.
Prepare or review the heads of agreement
Draft or review the heads of agreement or letter of intent. Identify binding vs non-binding provisions, exclusivity periods, confidentiality obligations, and conditions precedent.
Coordinate the due diligence process
Prepare or respond to a due diligence request list. Set up a data room, manage information flow, and review due diligence findings for material risks. Flag issues that affect price or deal structure.
Draft or negotiate the sale contract
Prepare the share sale agreement or asset sale agreement. Negotiate key commercial terms including price adjustments, warranties, indemnities, non-compete provisions, and completion mechanics.
Address regulatory and third-party approvals
Identify any regulatory approvals required (ACCC, FIRB, industry-specific regulators). Obtain third-party consents for assignment of contracts, leases, and licences.
Satisfy conditions precedent
Track and manage conditions precedent including finance approval, landlord consent, regulatory clearance, and any material adverse change conditions. Prepare waiver notices if applicable.
Manage completion and settlement
Coordinate the completion process. Prepare and exchange completion documents, transfer shares or assets, adjust the purchase price, and arrange payment. For share sales, update ASIC records.
Handle post-completion obligations
Manage post-completion matters including employee notifications, customer and supplier notifications, restraint of trade commencement, earn-out monitoring, and warranty claim procedures.
What you will have at the end
A completed business sale with executed contracts, settled purchase price, transferred assets or shares, and all post-completion obligations documented and tracked.
Common issues
- Choosing the wrong transaction structure and facing unexpected tax consequences
- Incomplete due diligence that misses material liabilities
- Not obtaining all required third-party consents before completion
- Overlooking employee entitlement accruals in the price adjustment mechanism
- Failing to properly document post-completion earn-out mechanics
Run this workflow on a real matter
Quillio assists with due diligence review, contract drafting, and regulatory research — saving hours across the business sale process. See /practice-areas/commercial-lawyers or start a free trial.
This workflow covers standard Australian business sales. Cross-border transactions, public company acquisitions, or sales involving regulated industries may require additional steps.
Try this workflow with Quillio.
Quillio can run this workflow on a real matter, with citations to current AU authority on every step. The free trial requires no credit card.
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