Selling your business is one of the biggest financial and personal decisions you’ll ever make. Whether you’re retiring, moving on to a new venture, or responding to a strategic offer, it’s essential to get the legal side right from the start.
At Thornton + King, our business sale lawyers help owners prepare, negotiate and complete the sale of their business with confidence. We make the process straightforward, protect your interests, and ensure you walk away with the result you want.
Our role when you sell your business
Selling a business involves more than just finding a buyer and agreeing on a price. There are critical legal steps to protect your position before, during, and after settlement.
Our team will:
Prepare the Contract for Sale of Business – including all special conditions, warranties and disclosures tailored to your business.
Advise on the deal structure – whether it’s an asset sale or a share sale, and what that means for your tax position, liabilities and ongoing obligations.
Negotiate terms – including purchase price adjustments, restraint of trade clauses, handover obligations and payment structures (such as deposits, vendor finance or earn-outs).
Handle third-party consents – such as landlord approvals for lease assignments, franchisor or supplier consents, and transfer of key licences or registrations.
Prepare for completion – managing settlement documents, transfer of employees, intellectual property and assets, and ensuring funds are properly received and disbursed.
We also guide you through post-completion matters such as release of guarantees, business name transfers, and obligations under confidentiality and restraint clauses.
Asset sale or share sale – what’s the difference?
How the sale is structured can significantly affect your risk, tax position and the complexity of the transaction.
In an asset sale, the buyer purchases specific business assets – such as goodwill, plant and equipment, stock, and intellectual property – but not the company itself. This is the most common structure for small to medium businesses.
In a share sale, the buyer purchases shares in the company that owns the business. The company’s assets, liabilities and contracts remain in place, but ownership changes hands.
We’ll help you understand which structure best suits your circumstances and ensure the contract properly reflects that arrangement.
What to prepare before going to market
Getting the best price starts with preparation. Before your business goes to market, we recommend you:
Review all key contracts – leases, supplier agreements, licences and employment contracts.
Ensure your financial statements, asset registers and records are up to date.
Identify any personal guarantees or security interests that will need to be released.
Confirm ownership of intellectual property, trademarks and domain names.
Consider confidentiality and non-disclosure arrangements when discussing the sale.
Addressing these issues early can prevent costly delays and strengthen your negotiating position.
Common legal pitfalls when selling a business
Even experienced business owners can run into difficulties when selling. Some of the most common legal issues include:
Unclear or incomplete contracts – failing to specify exactly what assets, stock or goodwill are included.
Inadequate restraint clauses – exposing you to competition or disputes after the sale.
Unreleased guarantees or securities – leaving you personally liable for business debts after settlement.
Employee entitlements – misunderstanding transfer obligations under the Fair Work Act or miscalculating leave and redundancy liabilities.
Incomplete handover terms – disputes about training, support or transition periods post-sale.
We’ve seen each of these issues cause real problems for sellers — and we’ll make sure they don’t for you.
Why choose Thornton + King
Our business and commercial lawyers have extensive experience acting for sellers of small to medium businesses across NSW. We’re known for our practical advice, clear communication, and attention to detail.
We take care of the legal process so you can focus on achieving the best commercial outcome — whether that’s maximising your sale price, ensuring a smooth handover, or protecting your reputation and relationships.
We’ll guide you through each step, from preparing the sale documents to settlement and beyond.
Speak with our business sale lawyers
If you’re thinking about selling your business, it’s worth getting advice before you start negotiations or sign anything.
Contact Thornton + King to speak with one of our experienced business and commercial lawyers. We’ll help you understand your options, prepare your sale documents, and ensure the transaction is structured in your best interests.
