Tips For Buying a Business in Australia
Buy asset not Business
If the vendor is a corporation or LLC, under no circumstances should you purchase stock in his small business. Rather, offer to get the assets of the company, and form another organization to function as the buyer. Why? Two reasons. To begin with, you receive a better tax treatment, as the “tax basis” from the assets is going to be the amount you paid for them, instead of the amount your vendor paid for them, long ago. Secondly, if he owes money to individuals or has been sued by somebody, you won’t presume some of these liabilities if you purchase the assets.
Sales tax and Payrolls
In most countries, even in the event that you purchase a company’s assets, then the state tax jurisdiction may come after you when they learn the vendor owed sales, use, payroll and other business taxation. If the vendor has workers (besides himself), inquire if he had been using a payroll service, and also make sure he is present in his job tax obligations. Then ask the state tax authority to issue a “clearance letter” stating the vendor is present within his sales and use taxes on the final date. This might take some time, but it will save you a lot of heartache in the future. There are a lot of businessfor sale in Australiabut you just need a proper platform.
Dealing with accounts
Odds are, a number of the company’s clients will owe the vendor cash on the final date. Who would be responsible for collecting these late debts? There are just two ways to deal with this: Either way you buy the accounts receivable in closing to get a reduction, to signify how a number of those folks won’t cover up, or you allow the seller accumulate them in his leisure. My vote will be for you to purchase the accounts receivable in final –that way, when the delinquent customer needs extra work done following the final, you are in a stronger bargaining position.
Seller’s lease
Is the vendor leasing the premises in which he conducts his own business? If that’s the case, you need to find out (1) how long remains on the rental duration and (2) If the landlord is ready to allow you to assume that the seller’s rental “as is,” without a rise in rent. If the lease has less than two years to operate, you may want to invest the money today to negotiate a new lease with a five- to – 10-year duration. Also find out whether the landlord is holding a safety deposit generally two weeks’ rent, but occasionally more. Your vendor will likely want you to buy his safety deposit in addition to the pre-determined purchase cost for your company assets. If the vendor is like the security deposit at the buy cost, be certain that is spelled out in writing someplace.
Letter of intent.
Also referred to as a term sheet, a letter of intent is a brief, two- or three-page arrangement between the purchaser and seller of a company that spells out all of the essential terms and conditions of this purchase. By way of instance, it is going to include the cost price, how and if the cost will be paid, the resources which will be offered to the purchaser and the vendor will probably continue for his own use, the details of the seller’s noncompete agreement, etc. While LOIs are not binding on the parties, it is worth your time and attempt to hammer out as lots of the company issues in an LOI prior to the attorneys start archiving the “authoritative” legal contracts which will record the deal. A well-drafted LOI aids the attorneys get the sale records directly on the first or maybe the next draft, because the majority of the critical terms and conditions may have been dealt with at the LOI and are not subject to additional negotiation. With no LOI, you are going to wind up negotiating the company deal and also the “legalese” of the definitive documents in precisely the exact same time, requiring many drafts of their sale records and a lot of money in legal penalties.
Bulk sales laws.
The majority of states have done away with them, but many states still need the purchaser of a company to alert the vendor’s creditors which the trade is happening. Struggling to acquire a listing of the seller’s lenders and send “notices of sale” to them can provide the seller’s creditors a chance in undoing (or even “rescinding”) the trade so as to protect against the seller’s assets from being sold from beneath them. Even if the seller does not have any creditors in any way, which can be a rare event, the state tax jurisdiction generally needs a duplicate of the bulk sales notice so that it could ascertain whether the seller exerts any sales, use or other small business taxes. In case the vendor does, he will need to pay them until the closing occurs.
