Business Purchase and Sale Agreements

Buying or selling a business involves making significant commercial decisions, with complexity around business structure, risk and timing that can affect value and outcomes throughout the transaction lifecycle.

We help:

Navigate the sale process with clarity around timing, structure and your obligations
Understand how risk and responsibility transfer under the sale documentation before and after completion
Progress the transaction toward completion with greater clarity and without unnecessary friction

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Award Winning Law Firm – Top Specialist Firm & Top Boutique Firm (Australasian Lawyer)

First class advice, service, and communication. I have had the pleasure of working with Velocity Legal for many years across a range of challenging matters and they never fail to impress.

Grant F

Their meticulous attention to detail, unwavering professionalism and strategic approach have delivered an outstanding result. Their level of service is nothing short of impressive.

Jack C

From the initial consultation to the final resolution, they provided exceptional
service and achieved an outstanding result for our case.

Wan Li

We are an accounting firm that works closely with Velocity Legal on all our client's legal matters… Every client who works with their team is delighted and impressed by the clear advice, efficient communication, and seamless process.

Selina L

I highly recommend the team at Velocity Legal. They are extremely knowledgeable, professional, have an eye for detail and their work ethic is second to none.

Mark P

They provided so much support and guidance through the process and I felt like they genuinely cared about getting the right outcome for me. They obviously know their stuff but were able to explain things in a simple and clear way.

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Approachable, honest, professional and transparent. An absolute pleasure to work with.

Bob W

4.9

85 Google Reviews

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We Understand What You Are Going Through

Buying or selling a business can be an exciting step, but it often brings pressure and uncertainty as the transaction takes shape. As a seller, you may be focused on value, timing, and limiting post-sale exposure while seeking to secure a clean exit. As a purchaser, you may be weighing risk, responsibility, and how the business will operate after completion.

Both sides can feel pressure from competing timeframes, negotiations, and evolving deal terms. It is not always easy to see where legal issues may arise, or which decisions could have lasting consequences for the business or the transaction.

Business sale contracts play a central role in defining obligations, allocating risk, and setting out how a transaction will be completed. Understanding how these documents operate in practice helps buyers and sellers make informed decisions and avoid unintended consequences.

We understand that transactions move quickly and circumstances can change. We help you work through the legal and commercial considerations in a calm and practical way, so decisions are made with clarity and confidence as the deal progresses.

Our Services Include

Advising on the legal steps and considerations involved in buying or selling a business
Assisting with negotiations and due diligence
Preparing, reviewing, and negotiating business sale and purchase contracts
Advising on key contractual provisions that allocate risk and responsibility between the parties
Clarifying obligations that arise before and after completion
Guiding the transaction through to completion

Our Difference

Accountability & Expertise

Every matter we handle comes with full accountability. You’ll deal directly with an expert – every time, no exceptions.

In Your Shoes

Understanding your unique circumstances and goals - so our advice is practical, personal, and never given in a vacuum.

Transparency & Communication

We speak your language. That means plain, clear advice - what’s happening, why it matters, and what comes next.

50+

Australian Based Team

4,000+

Matters Expertly Handled

10+

Awards & Industry Recognition

Our Process

Book Meeting
Fill in the contact form below or call our office to book an initial consult. You can choose between in-person or video conference.
Get Advice 
You’ll discuss your situation in depth with a senior lawyer. This includes exploring your requirements, goals, and desired outcomes. You’ll walk away from this meeting with a clear understanding of the next steps.
Achieve Outcomes 
Our legal team will work tirelessly to achieve your desired objectives. We work hard, communicate regularly, and pride ourselves on delivering results.

Book a Consult

Take the First Step Today

You don’t have to figure this out alone. Book an initial consult with our expert legal team and get clear answers about your situation.

Transparent quotes (no ‘bill shock’)
Rapid response
Award winning team

Andrew Henshaw

Managing Director

Award Winning Law Firm – Top Specialist Firm & Top Boutique Firm (Australasian Lawyer)

Our Directors

Managing Director

Andrew Henshaw

Director

Demian Walton

Director

Greg Thomas

Director

Jennifer Maher

Director

Jess Hill

Director

Rajan Verma

Director

Seamus Ryan

Director

Shannon Hilton

Business Sale Lawyers in Melbourne

Buying or selling a business is one of the most significant commercial decisions you will make. The structure of the transaction, the quality of the documentation, and the rigour of the due diligence process can all have material consequences long after the deal is done.

Having experienced legal advice from the outset helps you navigate that complexity, manage risk, and protect your interests at every stage.

Deal Structure

One of the first and most important decisions in any business sale is how the transaction is structured. An asset sale and a share sale have very different legal and tax implications for both the buyer and the seller. We advise on the appropriate structure for your circumstances and work alongside your accountant and financial adviser to ensure the transaction is approached in a coordinated way.

For transactions involving a transfer of company ownership, our share purchase and sale agreements service covers the additional legal considerations that apply.

The Business Sale Contract

The sale contract is the central document in any business transaction. A well-drafted business sale agreement goes well beyond recording the purchase price. Depending on the structure of the deal, it will need to address:

The assets, liabilities, and obligations being transferred
Representations and warranties given by the seller about the state of the business
Indemnity provisions to allocate risk for known or potential issues identified during due diligence
Restraint of trade clauses to protect the buyer after completion
Conditions precedent that must be satisfied before the transaction can proceed
Arrangements for employees, leases, contracts, and licences
Completion mechanics and post-completion obligations

Each transaction is different. A contract that does not reflect the specific circumstances of your deal, or that relies on generic template language, may fail to address risks that matter to you. We do not use generic templates. Every contract we draft or review is tailored to the transaction, the parties involved, and the risks that are relevant in that context. Where a transaction involves multiple entities, trust structures, or complex ownership arrangements, it is important to review any existing shareholder agreements and other governing documents early in the process.

Due Diligence

For buyers, due diligence is a critical part of the process. This involves reviewing the target business's financial records, contracts, leases, employment arrangements, and regulatory compliance to understand what you are acquiring and identify any issues before the transaction is finalised.

The findings from due diligence directly inform how the contract is structured. Issues identified during this process can be addressed through adjusted pricing, specific indemnities, or additional conditions. Identifying them early gives you options. Discovering them after completion significantly limits what you can do.

For sellers, preparing for due diligence is equally important. Understanding what a buyer is likely to scrutinise, and addressing issues before they are raised, can help keep the transaction on track and reduce the risk of last-minute renegotiation.

Tax Considerations

How a business sale is structured has material tax consequences for both parties. Key issues often include capital gains tax, the availability of the small business CGT concessions, GST treatment, and stamp duty. At Velocity Legal, we have an in-house tax capability, which means these considerations are worked through as part of the transaction from the outset, not identified at the end when options are limited.

Legal and Regulatory Compliance

Regulatory requirements vary by industry, and a business sale must comply with all applicable laws, including employment laws, industry-specific licensing requirements, and any consents or approvals needed for the transfer of key contracts or licences. We identify these obligations as part of the transaction process and ensure they are addressed before completion. If a dispute arises during or after the transaction, our commercial litigation team is available to assist where formal dispute resolution becomes necessary.

How Velocity Legal Can Help

Our commercial lawyers have significant experience acting on business sales and acquisitions across a range of industries and transaction types. We work with business owners, buyers, and their professional advisers to manage the legal aspects of transactions efficiently and with careful attention to the commercial objectives involved.

We are transparent about costs. Following an initial consultation, we provide a clear fee estimate so you can plan accordingly.

If you are preparing for a business sale or acquisition and need experienced legal support, contact Velocity Legal to discuss your transaction. Read Less

Frequently Asked Questions

When should legal advice be obtained in a business sale?

It is often helpful to obtain legal advice early, particularly before terms are agreed or documents are signed. Early advice can help identify issues, manage risk, and support smoother negotiations as the transaction progresses.

What issues usually arise during a business sale?

Business sales often involve questions around price, timing, conditions, risk allocation, and post-sale obligations. These issues commonly arise as negotiations progress and due diligence reveals how the business operates in practice and how risk is allocated under the proposed contract.

How does the sale process differ for buyers and sellers?

Buyers and sellers often focus on different aspects of the transaction. Buyers may be concerned about what they are acquiring and potential exposure, while sellers often focus on exit terms and limiting ongoing obligations. A clear transaction structure and well-drafted sale documentation helps balance these interests.

When do legal documents become important in a business sale?

Legal documents play an important role from the early stages of a transaction through to settlement. They record agreed terms, allocate risk, and set out what happens if expectations are not met, which is why understanding their role at each stage is important.

What happens after settlement in a business sale?

After settlement, there may be transitional arrangements such as handover periods, restraints, or ongoing obligations. Understanding these elements helps both parties plan for what comes next once ownership has transferred and the business begins operating under new ownership.

Take the First
Step Today

You don’t have to figure this out alone. Book an initial consult with our expert legal team and get clear answers about your situation.

Transparent quotes (no ‘bill shock’)
Rapid response
Award winning team

Book Consult

4.9

85 Google Reviews

Award Winning Law Firm – Top Specialist Firm & Top Boutique Firm (Australasian Lawyer)