What is a business purchase agreement?
A business purchase agreement is a contract documenting the sale of a business, either through an asset sale or a share sale, covering price, what is included, and each party's obligations.
Business & Startups
Business Purchase Agreement
Generate a business purchase agreement for an asset sale or share sale of an Australian business, covering price, warranties, and completion terms.
- Create a business asset sale agreement
Generate a business purchase agreement for the sale of the business assets (including stock, equipment, and goodwill) of [Business Name] from [Seller Name] to [Buyer Name] for a purchase price of [Price], including apportionment across asset classes.
- Create a share sale agreement
Generate a share sale agreement for the purchase of 100% of the shares in [Company Name] by [Buyer Name] from [Seller Name] for [Purchase Price], including seller warranties about the company's financial position and completion conditions.
- Create a business sale agreement with employee transfer terms
Generate a business purchase agreement for the sale of [Business Name] that includes terms for the transfer of employees to the buyer, including which entitlements (such as accrued leave) are adjusted at completion.
Business Purchase Agreement Generator (Australia)
A business purchase agreement is the contract documenting the sale of a business in Australia, structured either as an asset sale (transferring specific business assets, contracts, and goodwill) or a share sale (transferring ownership of the company that owns the business), each with different tax, liability, and stamp duty implications. This free Australian business purchase agreement generator produces agreements covering the purchase price, what is included (such as stock, equipment, IP, and customer contracts), employee transfer arrangements, and seller warranties about the business's financial position and compliance. It is designed for Australian small business buyers and sellers who need clear terms without a full-scale corporate law engagement, while flagging matters that typically warrant professional due diligence, such as stamp duty (which varies by state and by asset type) and existing lease or supplier contract assignments. The generator lets you specify the purchase price structure, apportionment across different asset classes, and warranties the seller provides about the business. Use it to document the transaction clearly and reduce the risk of disputes after completion.
Frequently asked questions
What is the difference between an asset sale and a share sale in Australia?
An asset sale transfers specific assets and liabilities of the business, while a share sale transfers ownership of the company itself, including all its assets, liabilities, and contracts, which has different tax and stamp duty consequences.
Does stamp duty apply to a business sale in Australia?
This depends on the state or territory and the type of assets involved; some jurisdictions have abolished business asset transfer duty for most assets while retaining duty on land and certain other dutiable property.
What warranties are common in an Australian business sale?
Warranties about the accuracy of financial statements, that there is no undisclosed litigation, that assets are owned free of encumbrances, and that the business complies with relevant laws.
What happens to employees in a business sale?
In an asset sale, employees generally need to be offered new employment by the buyer (with service sometimes recognised for certain entitlements), while in a share sale employees typically continue employment with the same corporate employer without a break.
What is due diligence in a business purchase?
Due diligence is the buyer's investigation into the business's financials, contracts, compliance, and other risks before completing the purchase, and its findings often shape the warranties and price negotiated in the agreement.