Business Sales

Clear, Strategic Legal Advice for Selling Your Business

Understanding the Legal Side of Selling a Business

In Australia, selling a business involves more than just agreeing on a price. The transaction must account for assets and liabilities, intellectual property, employees, client relationships, lease transfers, and more.

A properly structured sale reduces risk, prevents post-sale disputes, and gives both parties confidence moving forward. Whether you’re selling a café, a consultancy, or a multimillion-dollar company, THAMS Law Group will help you navigate each step with confidence.

WHAT WE DO

Our Business Sale Services

Business Sale Contracts

We draft, review and negotiate tailored contracts that reflect your unique business, assets, risks, and transition terms. A strong sale agreement protects your interests well beyond settlement.

We ensure your contract addresses:

  • What is being sold (e.g. goodwill, IP, equipment, stock)

  • How and when payments are made

  • Warranties, indemnities, and post-sale restrictions

  • Employee obligations and business handover

Every clause is carefully considered to protect you from surprises.

Legal Due Diligence Support

Buyers will want to inspect your business closely before signing. We help you prepare the necessary financial, legal, and operational records, manage disclosures, and handle any concerns that arise.

Our approach is proactive and risk-aware, ensuring your transaction stays on track and your reputation is protected.

Contract Negotiation & Drafting

We prepare, review and negotiate the full suite of M&A agreements, including sale and purchase agreements (SPA), confidentiality agreements (NDAs), heads of agreement, warranties and indemnities, and shareholder or unitholder agreements. Every document is tailored to reflect the realities of your transaction and protect your commercial interests, with clarity on price, conditions, liabilities and exit rights.

Post-Transaction Integration

Successfully closing a transaction is just one part of the process. We work with clients after completion to ensure smooth legal and operational integration — including the transfer of employee entitlements, supplier and customer contracts, intellectual property rights, and company constitutions. We also support with corporate restructuring, shareholder changes, and board governance where required, ensuring your business transitions efficiently under its new structure.

Clear, Commercial Advice for High-Stakes Business Decisions.

At THAMS Law Group, we understand that mergers and acquisitions are more than legal transactions, they’re strategic decisions that can define the future of your business. That’s why we take a proactive, commercial approach that puts your business goals at the centre of every recommendation we make.

With deep knowledge of the Australian M&A landscape, we deliver clear, strategic advice without legal jargon. We’re known for our ability to align legal frameworks with practical business outcomes, helping clients close deals with confidence and clarity. Every business is different, and our legal solutions are tailored to fit yours.

FAQs

  • You should engage an M&A lawyer as early as possible, ideally before negotiations begin. Early legal input ensures the deal is structured correctly from the start, potential risks are identified through due diligence, and your commercial intent is accurately reflected in every document. Whether you're buying, selling, or considering a merger, we help you assess feasibility, prepare strategically, and avoid costly mistakes down the line. The earlier we're involved, the more value we can add.

  • Common risks include hidden liabilities, poor contract terms with customers or suppliers, employee disputes, unregistered IP, unresolved tax obligations, or pending litigation. That’s why legal due diligence is essential, we help uncover and address these issues before you sign, so you’re not inheriting unexpected problems post-completion.

  • Most transactions take 3–6 months, but complex deals can run longer. The timeline depends on due diligence scope, finance or regulatory approvals, and how quickly both parties can negotiate and finalise contracts. We keep deals moving by providing clear steps, managing deadlines, and resolving roadblocks efficiently.

  • Typical documents include:

    • A term sheet or heads of agreement

    • Sale and purchase agreement (SPA)

    • Confidentiality (NDA) or exclusivity agreements

    • Shareholder or joint venture agreements (if applicable)

    • Disclosure letters and warranty schedules

    We prepare, review and negotiate every key document to ensure the deal reflects your commercial intent, and protects your interests.

  • You might. ACCC clearance is required for deals that may lessen competition in the market. Foreign investment may need FIRB approval, especially if the buyer is a foreign entity. We’ll identify whether approvals are required and guide you through the process early to avoid delays.

  • Signing isn’t the end, it's the beginning of integration. Post-completion steps include transferring employees, assigning contracts, updating ASIC registers, transitioning operations, and resolving any deferred payments (such as earn-outs). We help you navigate this phase clearly, with ongoing legal support to ensure the deal delivers value beyond Day 1.