• Commercial & Business Law

    Commercial & Business Law

    We are first and foremost lawyers for business people.  Our team will work with you to develop, manage and execute your business plan while ensuring you exploit opportunities, manage risks and achieve commercial success.  

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  • Dispute Resolution & Litigation

    Dispute Resolution & Litigation

    Specialists in commercial dispute resolution, we appreciate that resolving a dispute requires more than just following court processes. You can trust Taurus to be in your corner, and fight to deliver results.

     

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  • Property & Construction

    Property & Construction

    Enhanced by a wealth of experience in property law, Taurus can assist businesses with everything from managing leases, to complex property development projects.

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  • Intellectual Property

    Intellectual Property

    One of the most valuable assets of any business is its intellectual property. We empower our clients to protect their brand, systems and confidential information by offering them a broad range of legal services related to their IP.

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  • Insolvency & Bankruptcy

    Insolvency & Bankruptcy

    We act on behalf of creditors, debtors, and insolvency practitioners in a variety of re-structuring and insolvency matters.

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  • Debt Recovery

    Debt Recovery

    We will recover your debts as if they were our own. For many owners, directors, and managers, debt recovery is one of the most confronting and challenging aspects of running a business. It is also crucial to the cash flow of the business, and therefore critical to its financial success.

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  • Employment Law

    Employment Law

    We help our clients meet the demands and challenges of managing their workforce.

    Our team can assist in any employment law matter ranging from drafting employment agreements to giving termination advice and handling unfair dismissal applications.

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ENQUIRE

What You Need to Know About Selling Your Business

Most business owners hope to sell their businesses one day. Knowing the basics of business sales will help you maximise the sale price of your business when the day comes.

Selling a business will usually involve a sale of shares or a sale of assets. This article explains the pros and cons of both of these transactions and the importance of due diligence.

Share Sale

In a sale of shares, any stake in the business may be sold, from a minority shareholding to a majority or controlling interest. The transfer involves greater risk as the liabilities, as well as the assets, are being transferred.

A share sale will typically create a smoother transition for the company and the purchaser as all of the contracts with suppliers, customers and employees remain the same. As the purchaser is taking ownership of every aspect of the business, risks usually revolve around unknown liabilities of the business, such as tax liabilities.

From a seller’s perspective, a share sale can be advantageous as the liabilities of the business can be re-assigned to the purchaser. This allows the seller to make a clean and immediate break from the business.

Asset Sale

In an asset sale, the purchaser will buy the assets of the business and the seller will retain the company structure and any liabilities not assigned in the agreement. Depending on the type of business, assets can include plant and equipment, property, inventory, the company name, intellectual property and the goodwill of the business.

From the purchaser’s perspective, the purchase of a business’ assets will be fairly straight-forward and of low risk. This is because the purchaser is solely purchasing the assets of the business, rather than the legal entity itself which could have other contingent liabilities, including contract or employee disputes.

However, the risk for the purchaser is potentially having to re-negotiate supplier and employee contracts.

On the other hand, a sale of assets can be advantageous for the seller as they will be able to choose which assets they wish to sell and which assets they wish to retain. Legal advice should always be sought to understand when GST or stamp duty apply to the sale.

Due Diligence

Before a share sale agreement or asset sale agreement is executed, the purchaser should ensure that they have undertaken thorough due diligence. This means looking into some of the following details of the business:

finances including tax returns, income statements and balance sheets;

assets and liabilities including stock;

operations including cost price of goods, sales data, any applicable lease and a list of equipment and fixtures;

employee agreements and records of employment;

legal matters including any contracts, business loans, franchise agreements and trademarks.

Given the importance of the due diligence process, it is recommended that the purchaser seek legal advice in understanding any documents made available during this process.

A certified Business Lawyer can help.

At Taurus Legal Management, we specialise in providing our clients with share sale and asset sale agreements specifically tailored to each client’s needs. If you are thinking of selling or purchasing a business and require advice, please contact Alex Martin on 9481 2000 or alex@tauruslawyers.com.au.

 

 

Posted by Taurus Legal Management