Business sale conveyancing in Victoria
Buying or selling a small business involves much more than signing a contract. Early legal review of the contract of sale of business, the Section 52 Statement and the underlying lease can reduce settlement risk and avoid disputes after handover.
We act for buyers and sellers of small businesses across Victoria.
- Contract of sale of business — review or preparation
- Section 52 Statement (where required)
- Lease assignment and landlord consent
- Title, PPSR and encumbrance checks where relevant
- Settlement coordination
- Liaison with your accountant, broker and financier
From cafés and clinics to trades and service businesses.
We act on the sale and purchase of small businesses in Victoria — including businesses sold with leased premises, stock, plant and equipment, goodwill, trading names and ongoing operational arrangements.
Businesses with a lease
Most small business sales involve leased premises. The lease needs to be reviewed, assigned with landlord consent and aligned with settlement.
Stock, plant and equipment
What is actually being transferred — stock at valuation, plant and equipment, fit-out — needs to be clearly identified and adjusted at settlement.
Goodwill and trading names
Goodwill, business names, trading names and customer relationships are often a significant part of the price and should be addressed carefully in the contract.
The legal work behind a business sale.
Acting for buyers and sellers of small businesses in Victoria. We do not provide accounting, tax, financial planning, business valuation, migration or employment-law advice — separate specialist advice may be required.
Contract review
We review the contract of sale of business before you sign, flag terms that need negotiation, and explain what each clause means in plain English.
Section 52 Statement guidance
For Victorian small business sales where a Section 52 Statement is required, we help vendors prepare it and help buyers understand it.
Sale of business contract preparation
Where you are selling, we can prepare a contract of sale of business that reflects what you have actually agreed with the buyer.
Lease assignment and landlord consent
We review the existing lease, manage the assignment process and coordinate landlord consent so the lease position is secured before settlement.
Settlement coordination
We coordinate the legal steps at settlement — payment, handover documents, lease assignment, notices and registrations.
Liaison with your other advisers
We liaise with your accountant, business broker, landlord, financier and other advisers so the legal documents reflect the broader commercial position.
Vendor disclosure for Victorian small business sales.
In Victoria, the sale of certain small businesses requires the vendor to give the purchaser a Section 52 Statement before the purchaser signs the contract or pays a deposit. It must be prepared carefully — by the vendor and their adviser — and reviewed carefully by the buyer.
A Section 52 Statement is required under the Estate Agents Act 1980 (Vic) for small business sales at or below a prescribed threshold. It includes key financial and operational information about the business and is signed by the vendor. We help vendors prepare a statement that accurately reflects the business, and we help buyers read it alongside the contract and the lease so they understand what they are committing to.
A Section 52 Statement is not a substitute for proper due diligence and does not replace advice from your accountant. It is one part of the disclosure picture in a Victorian business sale.
Different sides, different priorities.
Know what you're buying — and on what terms.
For buyers, the key legal checks include the terms of the contract of sale of business, what is actually being transferred (stock at valuation, plant and equipment, goodwill, intellectual property, business names), the lease of the premises, any restraint on the seller, settlement adjustments and any conditions precedent (finance, due diligence, landlord consent). Where relevant we also check title, PPSR registrations and other encumbrances that may affect the assets being transferred.
Prepare the documents before you go to market.
For sellers, preparation matters. That includes preparing the contract of sale of business and (where required) the Section 52 Statement, identifying what is and is not being sold, dealing with lease assignment and landlord consent, considering employee handover arrangements at a high level, and aligning settlement timing with the buyer's finance and the landlord's consent process. Doing this work up-front reduces the most common avoidable disputes after settlement.
Why business sales are not the same as a property transfer.
A residential property transfer involves transferring land and what is fixed to it, governed by a relatively standardised contract and a Section 32 vendor statement. A business sale is a commercial transaction. It may involve a lease of the premises rather than ownership, the transfer of stock, plant and equipment, goodwill, supplier and customer arrangements, business names and ongoing operational arrangements. The documents, disclosure regime and settlement mechanics are different, and the accountant's role is usually central to the transaction.
For that reason a business sale is not handled in the same way as a standard residential conveyance, and the advice you need on either side is different.
Talk to a lawyer before you sign.
Business sale conveyancing across Victoria or call 1300 444 444.
Often combined with business sales.
Contract Review
Pre-signing review of contracts and vendor statements by a property lawyer.
Commercial Conveyancing
Commercial property purchases and sales — including leased premises and GST issues.
Property Settlements
PEXA electronic settlement, adjustments and registration.
Property Transfers
Title transfers between related parties, trusts and SMSF structures.
Background from the Information Centre.
Editorial-quality explainers from our property lawyers on the issues most often raised on business sale files.
Business sale conveyancing, answered.
Talk to a lawyer before you sign.
Business sale conveyancing in Victoria — contracts of sale of business, Section 52 Statements, lease assignment and settlement coordination.
Prefer to talk first? Call 1300 444 444.
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