By Talk to a Lawyer · Published 19 September 2026 · 4 minute read
Buying or selling a business involves more than agreeing a price. The transaction may depend on assets, shares, a lease, employees, licences, stock, customer arrangements and finance. Tell the adviser whether you are the buyer or seller and what you believe is included. The first legal discussion should make the proposed transaction clear enough to identify the checks and documents required.
Read. Prepare. Find an office.
Use this guide to organise your questions, then confirm the provider’s experience, availability and first-stage fee.
Find buying & selling a business providers →Define what is changing hands
Explain whether the proposal concerns business assets, company shares or another structure, and ask the adviser to check that understanding. List important items such as equipment, intellectual property, customer contracts and trading names. Identify anything the seller intends to retain. Your accountant and lawyer may need to coordinate on structure and tax questions rather than treating the sale agreement in isolation.
Map approvals and due diligence
Ask which records need review and whether a landlord, franchisor, regulator or contracting party must be involved. Identify the assumptions behind the price, including stock, working capital or ongoing revenue, without treating marketing figures as verified. A due-diligence review should have a defined scope: ask what will be checked, what will not and which specialist reports need separate arrangements.
Plan completion and the transition
Discuss who handles each completion item and how unresolved issues will be reported. Ask about training, access to systems, handover of records and communication with staff and customers. If you have already signed heads of agreement or paid a deposit, provide those documents immediately. Their significance needs assessment; a document labelled preliminary should not simply be ignored.
Test what is included in the purchase price
A business sale can look simple until the buyer asks what actually transfers. Prepare a list covering stock, equipment, brand, customer arrangements, intellectual property, leases and employees. Mark assets that are leased, licensed or dependent on another person's consent. Ask who verifies ownership, value and transferability and how any missing item affects completion. The business lawyer and accountant should work from the same proposed transaction structure so legal documents do not assume a financial or operational arrangement that has never been confirmed.
Compare the scope and cost of advice
Compare advisers against the commercial decision you need to make. Give each office the same transaction stage, documents and objective, then ask for a first-stage deliverable. A review, a negotiation and ongoing business advice are different services. Record which financial assumptions need your accountant's input and who will coordinate any specialist work before a commitment is made.
- Review and advice
- Ask for the issues identified, their practical effect and the decisions you must make. Confirm whether written advice or a marked-up document is included.
- Drafting and negotiation
- Ask who communicates with the other party, how revisions are priced and what happens if the deal changes materially during the work.
- Completion or implementation
- Confirm responsibility for approvals, signing, records and follow-up tasks. Ask which registrations, searches or external professional costs sit outside the legal fee.
Read the guide to consultation fees and written quotes, or use the provider comparison worksheet.
Illustrative situation · not a client result
What a focused enquiry looks like
A buyer agrees a cafe price before checking whether the premises lease can continue. They ask the lawyer to review the proposed sale alongside the lease and handover obligations, with accounting questions referred to their accountant.
Your preparation checklist
Gather what you already have. Mark missing records and uncertain dates rather than guessing; ask the office what it needs before sending sensitive documents.
0 of 4 gathered · ticks reset when you leave this page.
A preparation aid, not confirmation that a legal requirement is complete.
A first enquiry you can adapt
I am [buying or selling] a [type of business] in [location]. The proposed deal includes [assets, shares or uncertain structure], and [lease or finance] is a dependency. Can you review the proposed terms and identify what must be checked before signing?
Replace the bracketed details with accurate information. Keep the first message brief and confirm a secure channel for the full records.
Common questions about buying & selling a business
Does a sale quote include due diligence?
Ask explicitly. Document preparation, investigation, negotiations and completion can be different stages with different costs.
Can I rely on the seller’s adviser?
Ask about independent advice for your own interests. The other party's adviser is not automatically advising you.
Further reading and scope
Business.gov.au: buy an existing business
Australia; business-purchase preparation.
This is general preparation information, not an assessment of your legal position. Requirements, dates and available remedies depend on the facts and jurisdiction. The linked resource has the scope described above; it does not verify an individual provider or this guide.