Buying a business is an exciting opportunity — but it’s also one of the most significant legal and financial commitments you’ll make. Whether you’re purchasing a café, a retail store, or a professional practice, it’s essential to understand exactly what you’re buying and to make sure the deal is properly documented.
At Thornton + King, we make the law simple. Our experienced business lawyers help business buyers across NSW complete their transactions safely, strategically, and with confidence.
How We Help
Our job is to protect your interests and ensure there are no hidden surprises after settlement. We guide you through each stage of the process, including:
Pre-purchase due diligence – reviewing the sale of business contract, lease, employee arrangements, supplier agreements, and any other key documents.
Contract review and negotiation – advising on key terms such as warranties, indemnities, restraint of trade, adjustments, and settlement conditions.
Structuring and asset protection – working with your accountant to ensure the business is purchased in the right entity for tax efficiency and risk management.
Lease assignment or negotiation – reviewing the lease terms, liaising with the landlord, and ensuring the right to occupy is properly transferred.
Transfer of business assets – preparing and settling the necessary documents to transfer plant, equipment, goodwill, licences, and intellectual property.
Employee and contractor transitions – advising on obligations under the Fair Work Act, employee entitlements, and continuity of employment.
Settlement and completion – preparing settlement statements, liaising with the vendor’s solicitor, and ensuring the transfer is smooth and compliant.
Legal Pitfalls to Avoid
Many buyers underestimate the complexity of a business purchase. Some of the most common legal issues we encounter include:
Unclear sale terms – where the heads of agreement or contract fails to capture key commercial terms, leaving you exposed to later disputes.
Inadequate restraint clauses – allowing the seller to compete with the business immediately after completion.
Poorly drafted lease assignments – leading to uncertainty around rent reviews, renewal options, or liability for pre-settlement breaches.
Untransferred licences or permits – particularly in regulated industries such as hospitality, healthcare, or childcare.
Employee liabilities – where contracts, entitlements, or continuity of service haven’t been clearly dealt with in the sale documents.
Incomplete intellectual property transfers – leaving the buyer without full ownership of branding, domain names, or social media assets.
Engaging a lawyer early in the process means these issues can be identified and addressed before they become costly or disruptive.
Why Choose Thornton + King
Specialist experience: Our commercial lawyers regularly act for buyers of small and medium businesses across a wide range of industries.
Clear communication: We keep things simple — no jargon, just practical, outcome-focused advice.
Collaborative approach: We work closely with your accountant, broker, and financier to ensure every aspect of the transaction is aligned.
Fixed-fee options: For many business purchases, we offer clear and transparent pricing so you can budget with certainty.
Get Started
If you’re thinking about buying a business, speak with us before you sign anything. A short initial review can save you from significant legal and commercial risk later on.
Contact us today to arrange a consultation with one of our commercial lawyers in Sydney.
