Business Succession Planning in Queensland

Joe Kafrouni, Accredited Specialist in Business Law, with more than 30 years’ experience acting for Queensland business owners.

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Selling to an outside buyer instead? See Selling a Business in Queensland.

Where most owners are when they call me

Most owners call me at one of these points:

1. You want to step back in the next few years, and a son or daughter, or the managers who run the business, could take it over.
2. You and your co-owners have never agreed what happens if one of you dies, becomes seriously ill or wants to retire.
3. Your will leaves your shares to family, but nobody has checked it against the shareholders agreement, the constitution or the trust deed.
4. The business sits in a family trust, and you haven’t settled who controls the trust after you.
5. An outside buyer is unlikely, and the family or staff who could take over can’t pay the full price up front.

The earlier you plan, the more choices you keep.

What goes wrong when it’s left late

1. An owner dies with no buy-sell agreement. Unless the constitution says otherwise, the company then usually deals only with the owner’s executor or administrator. They can be registered as the shareholder or transfer the shares under the usual transfer rules. The remaining owners can end up in business with the family, with no agreed price and no easy way out.
2. A partnership ends without warning. Unless the partners have agreed otherwise, a partner’s death dissolves the partnership for all the partners.
3. Nobody can sign. If the only director, who is also the only shareholder, dies or loses mental capacity, the business can stall. A new director can usually be appointed only by the owner’s executor or administrator or, if they’ve lost capacity, by someone formally appointed to manage their property.
4. The will and the business documents pull in different directions. A will can leave shares to a child while the shareholders agreement says they must first be offered to the other owners.
5. The trust is overlooked. Assets held in a family trust don’t pass under your will. The trust deed decides who controls the trust after you.
6. The handover is left informal. The next generation or the managers take over the running of the business, but the price, the timing and your role afterwards are never written down.

What I do

I act for you. Family members or managers taking over should get their own advice. I work alongside your accountant, who advises on tax and value, and your financial adviser, who advises on insurance.

1. Where you stand. I review your shareholders or partnership agreement, the constitution, any trust deeds, your will and your powers of attorney. Then I tell you where the gaps are and what I’d do about them.
2. The plan. I help you settle who takes over, when, at what price and how it’s paid. We also settle what happens if an owner dies, loses capacity or wants out before then.
3. The documents. I prepare the sale or transfer documents, often with the price paid over time. I also prepare a new or amended shareholders agreement with buy-sell terms, and any change to who controls the trust.
4. Wills, powers of attorney and completion. I align your will, your enduring powers of attorney and the control of your company and trust with the plan. I also deal with the transfers, registers and filings.

When I help with some steps in a succession plan, I’m providing a designated service under the anti-money laundering laws. Examples are transferring control of a company or trust, and setting up or restructuring one. When I am, the law may require me to verify your identity before I act. If you act through a company or trust, I may also need to verify who owns and controls it.

Buy-sell agreements

A buy-sell agreement sets out what happens to an owner’s share if they die, become seriously ill or permanently disabled, or retire: who buys it, at what price and how it’s paid.

The death and disability parts are usually funded by insurance on each owner, so the remaining owners can pay the estate without draining the business. Your financial adviser arranges the insurance, and I draft the agreement so it works with the policies.

Without one, your executor or administrator can step into your place as shareholder, and the remaining owners have to negotiate with the family at the worst possible time.

Why work with me

1. I’m a Queensland Law Society Accredited Specialist in Business Law, with more than 30 years’ experience acting for Queensland business owners. What accreditation means
2. Over my career, I’ve acted on hundreds of business sales, purchases, owner exits and disputes.
3. As a sole practitioner, I work directly with my clients. When you engage me, you deal with me, from the first call to completion.
4. I have experience with manufacturing and marine businesses, engineering, technical and IT firms, professional practices, health practices, business services, hospitality and retail.

Questions owners ask

When should I start planning?
As early as you can, and ideally some years before you want to step back. That gives you time to prepare the next owner, settle the price and payment terms, and test the plan.

Can I hand the business to one child and still be fair to the others?
Yes, but fair isn’t always equal, and a child who feels left out can still apply to the court for more from your estate. The plan can balance it through the price, the shares each child receives or other assets in your will, with your accountant’s advice.

Can my managers buy the business if they can’t pay up front?
Often, yes: you’re paid over time, usually from the business’s profits. The documents need security for the unpaid price and a plan for what happens if payments stop.

What happens to my shares when I die?
The company usually deals with your executor or administrator, who can be registered as the holder or transfer the shares, subject to your constitution and any shareholders agreement. A buy-sell agreement can require the shares to be sold to the other owners at an agreed price.

Do I still need a will if the business is in a family trust?
Yes: the trust’s assets don’t pass under your will, but your shares in the trustee company and any money the trust owes you usually do. Some trust deeds also let your will say who controls the trust, so the will and the deed need to work together.

Do you arrange the insurance?
No. Your financial adviser arranges it; my part is the agreement it funds.

What will it cost?
Before I start, I give you a written estimate. Where the work can be clearly defined, I charge a fixed fee for each stage; otherwise my hourly rate is $825 including GST ($750 plus GST).

Further reading

1. Succession Planning for Your Business
2. Buy Sell Agreements: When Tragedy Strikes an Owner
3. Death and Business
4. Selling to Family or Staff: How It Works
5. Understanding Trusts: How They Work and Why They Matter
6. Unitholders Agreements Stand Up
7. Exiting a Business Partnership in Queensland

Before we speak: what to send me

If you book a consultation about succession, these documents help me most. Send what you have; you don’t need all of them.

1. The shareholders agreement, partnership agreement or unitholders agreement.
2. The company’s constitution, if it has one.
3. Any trust deeds, and who the trustee and appointor are now.
4. Your current will and any enduring power of attorney.
5. The business’s latest financial statements.
6. Who you have in mind to take over, and roughly when.
7. The names of the other owners and of anyone who might take over, so I can check I’m free to act.

This page is general information, current at 26 October 2026. It isn’t advice about your situation.