Commercial Lawyers Lithgow & Blue Mountains

Buying or selling a business is a significant commercial decision that involves far more than agreeing on a price. Higgins Lawyers provides comprehensive legal support throughout the transaction, from contract preparation to settlement.
When acting for sellers, we prepare contracts for the sale of business and provide clear advice on your rights and obligations. For purchasers, we conduct detailed enquiries, review and negotiate contract terms, and guide you through the legal risks associated with the acquisition.

Before buying or selling a business, a range of important matters should be carefully considered, including:

• Whether a stocktake is required, who will conduct it, and when it will occur
• The existence and enforceability of any restraint of trade provisions
• The treatment of existing employees, including superannuation, leave entitlements, and WorkCover obligations
• Insurance coverage, including what is currently in place and whether additional insurance is required
• Regulatory and compliance obligations at local, state, and federal government levels
• Whether a lease needs to be assigned, transferred, or replaced with a new lease
• The transfer of the business name, together with associated assets such as phone numbers, websites, domain names, and social media accounts
• Whether the business requires the transfer or grant of licences or permits, such as liquor licences, council approvals, or industry-specific licences
• Financing arrangements for the purchase, including business loans or secured lending
• Any GST or tax implications arising from the transaction While we provide legal advice on the transaction, we do not advise on the financial viability of the business. Independent financial and accounting advice should be obtained from your accountant or financial adviser. Further information about buying and selling businesses in NSW is available from NSW Fair Trading.

Professional legal advice should be obtained.

This is a state tax paid by employers on their employees remuneration, whether in cash or otherwise. In NSW, the annual tax-free threshold for the 2024-25 financial year is $1.2 million and the rate is 5.45 per cent. For example, an employer whose total payroll is $1.5 million, will pay 5.45 per cent on the $300,000 that exceeds the $1.2 million threshold, or $16,350 in tax.

Ref: Small Business Commissioner

An application under the Contracts Review Act must be made within strict time limits. Depending on the circumstances, this may be:

• within two years of signing the contract;
• shortly before, or within two years after, the contract is required to be performed; or
• while related court proceedings about the contract are still ongoing.

A guarantor may be required to repay the outstanding loan amount, together with interest and any enforcement costs, if the borrower fails to meet their obligations.

Assets acquired before 20 September 1985 are generally exempt from capital gains tax, subject to certain exceptions.

A 10% Goods and Services Tax (GST) applies to most goods and services supplied in Australia.

Bankruptcy provides protection from further legal action by creditors.