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1. Sale of Business Contracts
Whether you are selling or purchasing a business, it is vitally important that the contract is fair and unbiased towards a particular party. For example, if you are a Purchaser and the Vendor’s representative provides you with a contract, you should expect its terms will be more favourable to the Vendor.
At Independent Civil Conveyancing, we believe a contract should be fair and equitable for all concerned. We stock our own tailor-made Sale of Business contracts which are completely in sync with the principles of Contract Law and therefore fully protect both parties to the transaction.
We will facilitate pre-contract negotiations to ensure each party is heard with regard to the terms they want included. Once properly drafted and each party is ready to sign off, we attend to formal execution and witnessing of documents where needed. The contract is your opportunity to voice your needs. Independent Civil Conveyancing will always ensure those needs are met and you understand the terms within your legally binding agreement.
2. Formal Disclosure.
In the sale of a small business, there is a legal requirement that the Vendor discloses to the Purchaser financial information about the business and notifying them of their cooling off rights. The aim here is for reasonable transparancy.
The formal disclosure document is called a Form 2 which sets out the following:
- Trading statements for the past 3 financial years;
- Separate information about the land attached to the business sale if applicable;
- Information about any lease or tenancy relating to the business premises;
- Information about how the business is structured and operates;
- Detailed information on plant, equipment and stock related to the business and staffing requirements.
The Form 2 must be provided to the Purchaser at leaset 5 clear business days before settlement. It must also be endorsed by a qualified accountant verifying they have examined the accounts of the business and that the disclosure documents conform with those accounts.
Independent Civil Conveyancing will thoroughly draft and prepare the Form 2 for its client Vendors as well as provide review, guidance and support for Purchasers who have received a Form 2 and are in the cooling off phase of negotiations.
3. Due Diligence.
Even though the law does its best to try and protect Purchasers of a business, the principle of “Caveat Emptor,” or Buyer Beware, still very much applies.
The process of pre-purchase evaluation of a business is commonly called Due Diligence. Independent Civil Conveyancing offers help to Purchasers in the conduct of their Due Diligence and will provide them with a detailed report to the to help them make good decisions.
In acting for the Vendor, Independent Civil will protect any sensitive material that a prospective purchaser must be given in order to undertake pre-purchase due diligence. Our non-disclosure agreements will serve to restrict the manner in which the prospective purchaser can use the information it receives during the due diligence process.