The Business Sale Agreement is a crucial legal document used in New Zealand when transferring ownership of a business from one party to another. It is essential for transactions involving the sale of business assets, goodwill, and operational components, whether as a going concern or otherwise. The agreement must comply with New Zealand legislative requirements, including the Contract and Commercial Law Act 2017, Fair Trading Act 1986, and Employment Relations Act 2000. It typically includes provisions for purchase price, asset transfer, employee transitions, warranties, restraint of trade, and completion mechanics. This document is fundamental for protecting both parties' interests and ensuring a smooth transition of business ownership while addressing tax implications, regulatory compliance, and post-completion obligations.
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1. Parties: Identifies and defines the Vendor and Purchaser with full legal details
2. Background: Outlines the context of the sale and basic information about the business being sold
3. Definitions and Interpretation: Defines key terms and establishes interpretation rules for the agreement
4. Sale and Purchase: Core agreement to sell and purchase the business, including the assets being transferred
5. Purchase Price: Specifies the purchase price, payment terms, and any adjustments
6. Conditions Precedent: Lists conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Vendor's obligations in running the business between signing and completion
8. Completion: Details the completion process, timing, and deliverables
9. Vendor Warranties: Warranties given by the vendor about the business and assets
10. Purchaser Warranties: Basic warranties given by the purchaser, including capacity to complete
11. Employee Matters: Handling of employees and employment obligations
12. Restraint of Trade: Non-compete and non-solicitation obligations on the vendor
13. Confidentiality: Obligations regarding business information and agreement terms
14. GST: GST treatment of the transaction
15. General Provisions: Standard boilerplate clauses including notices, amendments, governing law
1. Intellectual Property: Detailed provisions for IP transfer when the business has significant IP assets
2. Property Lease Assignment: Required when business premises are leased and the lease needs to be assigned
3. Vendor Finance: Include when part of the purchase price is vendor-financed
4. Environmental Matters: Required for businesses with environmental compliance obligations
5. Key Contracts: Specific provisions for assignment of important business contracts
6. Stock: Detailed provisions for valuation and transfer of stock if significant
7. Earn-out Provisions: Include when part of purchase price is based on future performance
8. Third Party Consents: Required when specific third-party approvals are needed
9. Transition Services: Include when vendor will provide post-completion assistance
1. Schedule 1 - Assets: Detailed list of all assets included in the sale
2. Schedule 2 - Excluded Assets: List of assets specifically excluded from the sale
3. Schedule 3 - Employees: List of employees and their key employment terms
4. Schedule 4 - Contracts: List of business contracts to be assigned or novated
5. Schedule 5 - Intellectual Property: Details of IP rights included in the sale
6. Schedule 6 - Properties: Details of any real property interests
7. Schedule 7 - Warranties: Detailed warranties given by the vendor
8. Schedule 8 - Completion Deliverables: List of items to be delivered at completion
9. Schedule 9 - Form of Restraint Deed: Template restraint deed to be signed by vendor
10. Appendix A - Latest Financial Statements: Copy of the business's recent financial statements
Relevant legal definitions
Clauses
Relevant Industries
Retail
Manufacturing
Professional Services
Hospitality
Technology
Healthcare
Construction
Agriculture
Transport and Logistics
Education and Training
Real Estate
Financial Services
Media and Entertainment
Food and Beverage
Automotive
Relevant Teams
Legal
Finance
Human Resources
Operations
Compliance
Risk Management
Tax
Mergers & Acquisitions
Due Diligence
Corporate Secretariat
Executive Leadership
Relevant Roles
Chief Executive Officer
Managing Director
Business Owner
Corporate Lawyer
Legal Counsel
Chief Financial Officer
Finance Director
Business Broker
Commercial Director
Operations Manager
Human Resources Director
Tax Manager
Company Secretary
Mergers & Acquisitions Manager
Due Diligence Officer
Risk Manager
Compliance Officer
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