Ask These 5 Questions Before Buying a Business

Ensuring Corporate Documents' Enforceability - What to Know

07/12/2022

Buying an existing business presents an exciting opportunity. But before you jump in, there are certain things you must consider, such as asking the right questions before you sign a contract. From small businesses to big corporations, you must decide wisely before putting it all down on paper. 

Here are the five questions you need to ask before buying a business:

Question #1: If This Is a Loan, Will There Be Interest Fees?

Ensuring that the contract details this is very important if you take out a loan to purchase the business. Once you complete Item Q in the REIQ contract, you will have the right to cancel the contract provided the finance has been approved by a specific date. 

Additionally, we recommend waiting at least 21 days to allow time for the necessary financing arrangements to be made. Note that without secured funds, you will have no right to exit the contract.

Question #2: Does the Contract Contain a Due Diligence Clause?

The REIQ contract allows you to look into the business’s books and the right to reprimand the company for inaccurate financial statements. Moreover, we recommend that buyers request a due diligence period of at least 14 days so you can scrutinise and verify the records of the business.

Question #3: What Equipment Does the Purchase Include?

A crucial part of any contract is ensuring that it includes all properties or equipment that come with the settlement. Through a list, equipment should be organised into three categories: equipment that is not encumbered, leased equipment, and rented equipment.

Per the industry standard conditions, the seller must get approval from the owner for any agreements relating to leased and rented equipment to be assigned to the buyer. Alternatively, the seller may terminate the contract and allow the buyer to engage in a new arrangement without the owner’s approval.

To ensure their protection, several financial institutions place security interests on assets as collateral in the Personal Property Securities Register (PPSR). To get a solid title, you must free the financier from their interests in leased equipment. The seller should also show evidence that the goods are no longer owned or controlled by them after the settlement.

Question 4: What Intellectual Property Was Contained within the Business?

Intellectual property is critical, as it comprises the business’s “brand” such as names, trademarks, contact information, and websites according to item J of the primary REIQ contract. 

It is possible to scrutinise if the business name is registered using ASIC Connect and check to see if any trademarks are registered with IP Australia. Additionally, we propose stipulating in the agreement that passwords to any social media accounts be transferred upon settlement.

Question #5: How Much Does Transfer Duty Cost?

Many transactions in Queensland include transfer duty (formerly known as stamp duty). Duty is usually based on the ultimate purchase price of the firm, including the maximum valuation of the stock.

There is a 30-day limit in paying transfer duty after the contract has been settled. UTI is charged at an 8.10% interest rate for the 2020-2021 financial year. One UTI arrives every day. It is crucial to ensure that it is paid as soon as possible.

A skilled company lawyer can help with two essential components of the transaction, but aside from that, sales representatives have become much more knowledgeable of the sales process. A thorough legal examination should be conducted on each document, from confidentiality agreements through the final contract. The term of this agreement shall run for five years from the date on which it is signed.

Another benefit is that it allows you proper due diligence. The essential aspects covered by this definition include determining who has legal ownership of assets, discovering if there have been any litigation in the past, and verifying any current contractual responsibilities.

Conclusion

Before acquiring anything, be sure you understand precisely what you are getting. When it comes to developing your next business, contact honest, professional counsel, and avoid potential problems. In doing things the right way, you avoid most if not all bumps in the road.

Are you looking to hire commercial contract lawyers in Queensland? GLG Legal is Brisbane’s top legal firm that offers tailored innovative practices while providing clients with real solutions. If you’re looking for results, speak to our experts today!

 

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