Transaction structure
Asset sale, share sale, staged acquisition, earn-out, retention and completion alternatives.
Business Sales & Acquisitions
Legal advice on business sale contracts and tax structuring together, with accountant coordination from preparation and due diligence through to completion.
How we can help
Buyer due diligence
Review of ownership, material contracts, employees, premises, finance, IP, disputes and compliance issues.
Vendor preparation
Preparing the business, disclosure material, transaction documents and practical completion requirements.
Sale agreements
Drafting, review and negotiation of price mechanics, warranties, indemnities, restraints and conditions.
Lease and consents
Landlord, lender, customer, supplier and regulatory consents required to complete the transaction.
Completion
Conditions, adjustments, settlement documents, releases and practical transition steps.
How we work
Asset and share transactions allocate value and risk differently. Early advice helps align the deal structure, due diligence, tax position, funding, lease and completion mechanics before commercial momentum hardens an unsuitable term.
- 01
Set the structure
We coordinate the legal and tax-sensitive aspects before the parties commit to the wrong deal architecture.
- 02
Investigate what matters
Due diligence is prioritised around material value, liabilities, dependencies and barriers to completion.
- 03
Control the path to completion
The agreement, conditions, deliverables and timetable are kept aligned through signing and settlement.
Tax on a business sale: why structure comes before the contract
We address the sale documents and legal tax structuring together, coordinating with your accountant on calculations, records and implementation. The first decision is often whether the proposed seller and sale structure can deliver the after-tax result you expect.
- CGT concessions: test the seller, asset, ownership history and group before assuming small-business relief.
- Asset or share sale: compare what transfers, liabilities, consents and the route for extracting proceeds.
- Price allocation and earnouts: align supported values and contingent payments with the drafting.
- GST going concern: check the statutory conditions and the business actually supplied.
- NSW duty: identify land, landholder interests and any claimed concession.
- Loan accounts: reconcile shareholder loans, Division 7A issues and completion adjustments.
- Tax warranties and indemnities: allocate historic liabilities and control of later claims.
Can one firm handle both the sale contract and tax structuring?
Yes, where the matter fits our practice. Priya leads the legal advice and strategy, so the structure and contract can be considered in one engagement. Your accountant supplies the financial model, tax cost bases and return work; an appropriately qualified valuer may be needed. We agree responsibility for choices, payments and lodgements rather than assuming another adviser has dealt with them.
Specialist counsel or a larger team may be appropriate for an unusually complex transaction. We discuss that need and its scope with you.
Selling before 1 July 2027
The enacted CGT reform introduces transition rules and changes the turnover gateway for the 50% active asset reduction from 1 July 2027. That does not mean every business should sell early, or that all small-business concessions have the same expanded gateway. Read the business-sale timing guide and compare the actual contract date, eligibility and commercial price.
Frequently asked questions
Do I need a separate tax lawyer and commercial lawyer?
A coordinated engagement can address both the legal structure and contract where the matter fits the practice. Your accountant remains important for financial information, calculations and returns.
When should I obtain tax advice?
Before signing binding heads of agreement or a sale contract. Earlier preparation gives more time to check ownership, evidence, concessions and alternatives.
Is an asset sale or share sale better?
It depends on the seller, buyer, assets, liabilities, tax and required consents. Compare after-tax proceeds and legal risk rather than selecting a structure from the headline price.
Do the small-business CGT concessions disappear after reform?
No. Division 152 remains relevant. The 2027 expansion concerns the turnover gateway for the 50% active asset reduction; other concessions retain their own conditions.
What does the initial consultation cover?
We identify the proposed transaction, parties, stage, deadline and desired outcome, then discuss fit and the next scoped step. It is not a completed due-diligence review or tax calculation.
Have a legal matter to discuss?
Send a short summary of the issue, the outcome you want and any deadline. We will check whether we can act and confirm the next step.