Selling Part of Your Business in Queensland

Book a phone consultation

Selling all of it? See Selling a Business in Queensland.

Leaving, or buying out a co-owner? See Exiting a Business Partnership in Queensland.

Where owners are when they call me

Bringing someone into the ownership of your business is easy to agree and hard to undo. Most owners call me at one of these points:

1. A key employee wants a stake, or you want to give them one so they stay.
2. A partner or investor has offered to put money into the business for a share of it.
3. You want to take some money out by selling part of your shareholding, and keep running the business.
4. You’ve agreed a percentage and a price in principle, and need the terms written down before anyone pays.
5. Your business runs as a partnership or through a unit trust, and you want to bring someone in.

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

Need to change the structure first, for example adding a holding company before an investor comes in? See Restructuring a Business in Queensland.

What goes wrong when the legal side comes last

When the percentage and the price are agreed first and the documents come later, the hard questions get answered when someone wants out. These are the problems I see most often:

1. Nobody agreed what happens if the new owner leaves, stops working in the business or falls out with you.
2. There’s no agreed way to value the shares when someone leaves, so the exit price becomes the argument.
3. The new owner can block decisions you assumed were yours, or you can’t make them sell when they should.
4. The constitution or an old shareholders agreement says something different, and nobody checked it.
5. Shares were offered to staff or investors without checking the disclosure rules.
6. The company helped a key employee fund the price, and nobody checked the financial assistance rules.
7. The bank, or a key customer or supplier contract, needed consent to the change in ownership, and nobody asked.
8. The new owner holds the shares through a company or trust, and the documents don’t bind the people behind it.

What I do when someone buys in

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

1. Terms and structure. Before anyone spends money on the full documents, I read your constitution and any shareholders agreement and work through the deal with you: the percentage, the price and how it’s paid, whether it’s new shares or some of yours, what the new owner brings, and the approvals needed.
2. Documents. I prepare the share sale or share subscription agreement, a new or amended shareholders agreement and, where needed, changes to the constitution; for a partnership or unit trust, the partnership agreement or the unitholders agreement. The documents deal with what happens if the new owner leaves, stops working in the business or wants to sell, and I explain each risk in plain terms.
3. Completion. I prepare the resolutions, the share issue or transfer, the register entries and the notices to ASIC. I work through the completion checklist with you.

I work with your accountant on the value and the tax. I act only for you, not for the new owner.

New shares or some of yours

There are two ways to bring someone in, and the money goes to different places:

1. New shares. The company issues new shares and the price is paid to the company, so it funds the business. If your company follows the replaceable rules in the Corporations Act, the directors must first offer new shares to the existing shareholders of that class, in proportion to their holdings, unless the shareholders approve that particular issue by resolution at a general meeting.
2. Some of your shares. You sell part of your shareholding and the price is paid to you. Under the same rules, the directors can refuse to register a transfer for any reason, and you stay the registered holder of the shares until the transfer is registered.

Many companies have a constitution that changes or replaces these rules, and they don’t apply while one person is the only director and shareholder, so I start by reading your constitution and any shareholders agreement you already have. For a unit trust, the trust deed sets how units are issued or transferred, so I start with the deed; the new owner usually needs shares in the trustee company as well. Which way suits you depends on whether the money should go to the business or to you, and on the tax, which your accountant advises on.

Selling a division, a client list or other assets, rather than a share of the company? That’s an asset sale; see Selling a Business in Queensland.

Why owners come to me

1. I’m Joe Kafrouni, 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 work alongside your accountant and your other advisers, not instead of them, and I act only for you.
5. I’ll tell you what I’d do in your position, and if I can’t help, I’ll say so and point you to someone who can.

Joe's been our company’s lawyer from the beginning and has been instrumental in our journey as company owners and directors. When dealing with both complex and sensitive company issues, Joe is able to provide us with clearly articulated strategies that are well thought‐out and with the bigger picture in mind. He genuinely cares and is always willing to share his personal views, which are both honest and just. Joe is highly professional and knowledgeable in his field. You will definitely benefit having him on your team.

Questions owners ask

Should the new owner sign a shareholders agreement?
I recommend it, signed before any money changes hands, although the law doesn’t require one. It records which decisions need everyone’s consent, and how someone leaves and at what price, which is far easier to agree while everyone is still getting on.

Do I need a prospectus or other disclosure document?
Usually not for a private company, because most deals fit an exemption, such as personal offers where no more than 20 people take up shares and no more than $2 million is raised in any 12 months, or an offer to a senior manager. I check which one applies before any offer is made, because a proprietary company can’t make an offer that needs one, except to its existing shareholders or employees.

Can a key employee pay over time?
Often, yes, through a loan from you or payments spread over an agreed period. If the company helps fund the price, including through bonuses or dividends paid for that purpose, the financial assistance rules apply, so I deal with them in the documents from the start.

How is the price set?
Your accountant or a valuer usually helps you settle the value, and your accountant advises on the tax. I make sure the documents record the price, how and when it’s paid, and how the shares will be valued if the new owner leaves.

We’re a partnership, not a company. Does that change things?
Yes. No one can become a partner without every existing partner’s consent unless your partnership agreement says otherwise, and a new partner doesn’t become liable for the firm’s past debts just by joining.

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, so you commit to one stage at a time; otherwise my hourly rate is $825 including GST ($750 plus GST).

Will you need to verify my identity?
Often, yes. Since 1 July 2026, if you engage me on an issue of new shares to raise money, or on the sale of a controlling interest, the law may require me to verify your identity before I act on the deal, and if you engage me through a company or trust, the identity of anyone who owns 25% or more of it or controls it.

Do you act for the new owner as well?
No. I act only for you, so my advice is about your interests, and the new owner should get their own advice.

Further reading

1. Bringing In a New Co-Owner: What to Agree Before They Buy In
2. Selling to Family or Staff: How It Works
3. Personal Guarantees: What You Sign for Your Company
4. My Business Partner Wants Out: What Happens Now
5. Selling a Business in Queensland
6. Exiting a Business Partnership in Queensland

Before we speak: what to send me

If you book a consultation about bringing in a co-owner or selling part of your business, these documents help me most. Send what you have; you don’t need all of them.

1. The company’s constitution and any shareholders agreement.
2. The company’s name and ACN, or a current ASIC company extract.
3. Who the new owner is, and whether they’ll hold the shares personally or through a company or trust.
4. The percentage on offer, and any price or valuation you’ve discussed.
5. Any term sheet, offer or email that sets out what you’ve discussed.
6. For a partnership or a unit trust, the partnership agreement, or the trust deed and any unitholders agreement.

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