Buying a Business in Queensland

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Selling instead? See Selling a Business in Queensland.

Where most buyers are when they call me

Most buyers call me at one of these points:

1. You’ve found a business, a practice, an agency or a rent roll, and you’re about to make an offer.
2. You’ve agreed a price in principle, and the broker or the seller has sent you their contract.
3. Your bank has approved finance, subject to the contract and its own conditions.
4. You’ve been offered the shares in a company, rather than the business itself.

The earlier you call, the more of the deal you can still shape.

What goes wrong when the legal side comes last

If the price is agreed before anyone looks at the legal side, you have less room to deal with what due diligence finds. These are the problems I see most often:

1. The price doesn’t adjust for stock, or for the leave and other entitlements of staff who move across with the business.
2. Key customer or supplier contracts can’t be transferred, or end when the business changes hands.
3. The business depends on its premises, but the lease can’t be assigned to you on the terms you need, or has too little time left to run.
4. A licence or an approval the business needs doesn’t pass to you.
5. The deposit stops being refundable before your finance is approved or your checks are done, because the conditions are too narrow or the dates too tight.
6. The seller’s restraint is too weak to protect the goodwill you’re paying for.
7. The warranties look good on paper, but the whole price is paid at completion, so there’s nothing to recover against if they turn out to be wrong.
8. You buy the shares and take on the company’s past, including liabilities nobody mentioned.
9. You buy in your own name, or through a company or trust, without working out which suits you, and it costs you later.
10. The seller’s handover period is too short, or isn’t in the contract.

What I do on a purchase

I work in four stages, and you commit to one stage at a time.

1. Heads of agreement. Before anyone spends money on the full contract, I review or prepare the main terms with you and plan the due diligence.
2. Due diligence. I review the lease, the contracts, staff arrangements, intellectual property, licences, registered security interests and anything else the business relies on. I report on the issues I find and what I’d do about each: adjust the price, add a protection, fix it before completion, or walk away.
3. Contract to signing. I prepare or negotiate the contract, including the conditions (such as the landlord’s consent to the lease being assigned to you), the warranties and the seller’s restraint. I explain each risk in plain terms.
4. Completion. I manage the completion steps, the price adjustments and the release of any security interests over the assets. I work through the completion checklist with you.

I agree the scope of due diligence with you and your accountant at the start, so it’s clear who is checking what.

Buying the business or buying the company

You can usually buy a business in one of two ways:

1. An asset purchase. You buy the business’s assets and goodwill. Liabilities you don’t agree to take on generally stay with the seller, but staff who move across usually bring their past service with them.
2. A share purchase. You buy the company that owns the business. The company keeps its history, including its debts, claims and tax position.

A share purchase can make some contracts and licences simpler to keep, but it needs deeper due diligence and stronger warranties. Which suits you depends on the business, the tax position and what the seller will agree to. I work it out with you and your accountant, ideally before the heads of agreement are signed.

Why buyers come to me

1. I’m a Queensland Law Society Accredited Specialist in Business Law. 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 work alongside your accountant and your other advisers, not instead of them, and I act only for you.
5. I have experience with manufacturing and marine businesses, engineering, technical and IT firms, professional practices, health practices, business services, hospitality and retail.

Joe has assisted us with numerous acquisitions and mergers over the last 10 years. Joe's advice and expertise have been invaluable. Joe is always prompt and professional and answers all of our questions in detail. I can highly recommend working with Kafrouni Law and we will look forward to working with them for many years to come.

Questions buyers ask

When should I call you?
Before you sign anything with a deposit or a deadline in it, including an offer or heads of agreement.

The broker says the contract is standard. Do I still need advice?
Yes. The standard form is only the starting point; the special conditions, the dates and the warranties are where a buyer is protected or exposed.

Will the purchase be GST-free?
It can be, if it’s the supply of a going concern, you’re registered or required to be registered for GST, and you and the seller agree in writing that it’s a going concern. I check the GST position in the contract with your accountant before you sign.

Do I have to keep the seller’s staff?
If you buy the company’s shares, the company stays the employer, so its staff and their entitlements stay with it. If you buy the business’s assets, you decide which staff to offer jobs to; those who accept usually bring their past service with them, though in some cases you can choose not to recognise it for annual leave and redundancy pay.

What will it cost?
The first step is the phone consultation, a fixed $1,650 including GST. If you then engage me, I give you a written estimate before I start work on the purchase: a fixed fee for each stage where the work can be clearly defined, so you commit to one stage at a time, and otherwise my hourly rate of $825 including GST ($750 plus GST).

Will you need to verify my identity?
Often, yes. Since 1 July 2026, on many purchases the law requires me to verify who I’m acting for before I act, including anyone who ultimately owns 25% or more of, or controls, a company or trust that’s buying.

Do you act for the seller as well?
No. On your purchase, I act only for you, so my advice is about your interests.

I’m buying outside Brisbane. Can you help?
Yes. I act for buyers across Queensland, and the consultation is by phone.

Further reading

1. A Practical Legal Guide to Buying A Business
2. Business Sale Contracts: The Basics
3. Heads of Agreement in Business Sales and Heads of Agreement: Risk & Remedy
4. Buying a Business? The Wrong Structure Could Cost You
5. Buying a Business? Watch Out for These Asset Purchase Pitfalls and Asset Purchase Agreements: 6 Key Points
6. GST (Supply of a Going Concern) and Business Sales: A Deeper Look
7. A Buyer’s Guide: Protecting Intellectual Property in Business Sales
8. The Contract Date: What Is It? and Trial Periods & Business Sales
9. Personal Guarantees: What You Sign for Your Company
10. Buying in particular industries: a real estate agency, a rent roll, an accounting firm and a manufacturing business.

Before we speak: what to send me

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

1. The listing, information memorandum or broker’s summary.
2. Any offer, heads of agreement or term sheet.
3. The seller’s draft contract.
4. The lease, if the business trades from premises.
5. The franchise agreement, if the business is a franchise.
6. The business’s financial statements for the last three years, or whatever the seller has shared.
7. Who will be buying: you personally, a company or a trust.
8. Your bank’s approval or term sheet, if you’re borrowing.

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