Understanding the business sale paperwork
A Guide to Business Sale Paperwork for Sydney Business Owners
When it comes time to sell your business, the excitement of moving on to a new chapter is often met with a mountain of business sale paperwork. From confidentiality agreements to contracts of sale, the process can feel overwhelming without the right guidance. That’s where the team at Core Business Brokers steps in.
Based in Sydney, we’ve been helping business owners across NSW navigate the ins and outs of business sales with over 90 years’ experience. In this blog, we break down the essential documents involved in selling a business in Australia, so you can approach the process with clarity and confidence.
1. Confidentiality Agreement (Non-Disclosure Agreement)
Before disclosing any sensitive business information to a potential buyer, it’s standard practice to have them sign a Confidentiality Agreement (CA or NDA). This protects your intellectual property, customer data, trade secrets, and financial records from being misused or leaked.
Why it matters: You’re sharing your business’s most intimate details — make sure they’re legally protected.
Pro tip: Here at Core Business Brokers, NDAs are a standard procedure, keeping your business information safe and secure throughout the sales process.
2. Information Memorandum (IM)
Also known as a Business Profile or Business Summary, the Information Memorandum provides a detailed overview of your business, for prospective buyers to read. It includes financial performance, business operations, key assets, staff structure, market position, and growth opportunities.
Why it matters: A professionally prepared IM not only attracts serious buyers but also boosts your business’s perceived value.
Pro Tip: At Core Business Brokers, we prepare comprehensive, confidential Information Memorandums to ensure your business makes a strong first impression.
3. Heads of Agreement (Term Sheet)
Once a buyer is genuinely interested, a Heads of Agreement may be drawn up as part of the initial business sale paperwork. This non-binding document outlines the key terms and conditions of the sale — including price, handover period, and key obligations of each party.
Why it matters: It sets the tone and expectations for the formal Contract of Sale.
4. Contract of Sale of Business
This is the legally binding document that formalises the sale. It’s typically drafted by a solicitor and includes:
- The agreed purchase price
- Assets and stock included
- Conditions of the sale
- Lease transfer terms (if applicable)
- Restraint of trade clauses
- Settlement conditions
Why it matters: It protects both buyer and seller, ensuring a legally sound and enforceable transaction.
Pro Tip: Need help connecting with experienced solicitors who specialise in business sales? Core Business Brokers works closely with trusted legal professionals in Sydney and across NSW.
5. Due Diligence Documents
Due diligence is a vital part of the business sale process, where the buyer investigates your business’s financial, operational, and legal standing. You’ll be required to provide:
- Financial statements (typically last 3 years)
- Tax returns and BAS statements
- Employee contracts and entitlements
- Supplier and customer agreements
- Business registration and licenses
Why it matters: Transparency here builds trust and can significantly speed up the sale process.
6. Lease Assignment or New Lease Agreement
If your business operates from a leased premise, the landlord must approve the lease transfer or grant a new lease to the buyer. This involves:
- Assigning the existing lease
- Negotiating lease terms
- Gaining landlord consent
Why it matters: Without this step, the buyer can’t legally take over the business premises.
7. Asset and Inventory List
A full inventory of plant, equipment, stock, and other assets included in the sale is essential. This list will form part of the Contract of Sale.
Why it matters: It ensures both parties agree on exactly what is being transferred.
8. Employee Transfer Documents
If staff are continuing with the business under the new ownership, the transfer of employee entitlements needs to be formally agreed upon and documented.
Why it matters: Fair Work Australia regulations apply, and both seller and buyer must adhere to employee transfer laws.
9. Taxation and Compliance Documents
Work with your accountant to ensure all tax liabilities, GST implications, and Capital Gains Tax (CGT) obligations are accounted for. You’ll also need to cancel or transfer your ABN and business name if applicable.
Why it matters: Poor tax planning can lead to costly surprises after the sale.
Final Thoughts: Business Sale Paperwork can be a breeze!
Selling a business in Sydney — or anywhere in NSW — involves multiple moving parts. The paperwork may be extensive, but with the right professionals guiding you, the process can be seamless and rewarding.
At Core Business Brokers, we manage every aspect of the sale — from preparing business sale paperwork to liaising with accountants and solicitors. Our goal is to maximise your sale price while ensuring a smooth, stress-free experience.
Thinking about selling your business or ready to take the leap? Call Core Business Brokers today on (02) 9413 2977 or visit our contact page to schedule a free, no-obligation consultation with one of our experienced Sydney business brokers. Alternatively, email Roy, Rad, Warren or Natalie to get the conversation started today.
