In a business (asset) purchase, the contract should list the stock, plant and equipment, goodwill, business names, websites and social media accounts, intellectual property, and the supplier and customer contracts that will transfer. In a share purchase the company keeps all of its existing assets and liabilities, including tax debts, employee entitlements and disputes, so the due diligence and warranties need to be wider. In either case, search the Personal Property Securities Register for security interests over the business assets and require their release at settlement.
Consumer Affairs Victoria explains that a vendor's statement in the prescribed form under section 52 of the Estate Agents Act 1980 (Vic) is required for the sale of a small business at a price up to $450,000. The Section 52 statement sets out the business's financial performance for the last two financial years and the current financial year to the most recent quarter. If it is not provided, the purchaser may be able to avoid the contract. Treat the statement as a starting point: ask your accountant to reconcile it with BAS lodgements, bank statements and point-of-sale records.
There is no mandatory cooling-off period when buying a business in Victoria. The standard contract may include a cooling-off condition, but the parties can amend or remove it, so negotiate the conditions you need before you sign.
Many Melbourne businesses trade from leased premises, and the lease can be worth as much as the goodwill. Under s 60 of the Retail Leases Act 2003 (Vic), a landlord may withhold consent to an assignment only on listed grounds, which include the proposed new tenant's financial resources or business experience. Section 61 requires the outgoing tenant to give the incoming tenant disclosure material before consent is sought. Confirm the remaining term and options, the rent review method, make-good obligations, the permitted use and any personal guarantee the landlord will require. Make the purchase conditional on the landlord consenting to the assignment or granting a new lease.
Food business registration, liquor licences and planning permit conditions do not necessarily pass automatically with the business. Check each approval and the transfer process before settlement. Where employees move to the buyer, some entitlements and prior service can carry over, so the contract should allocate accrued leave and other employee liabilities.
Section 18 of the Australian Consumer Law prohibits misleading or deceptive conduct in trade or commerce, and s 4 deals with representations about future matters such as forecasts. In Campbell v Backoffice Investments Pty Ltd (2009) 238 CLR 304; [2009] HCA 25, the High Court set aside misleading conduct damages orders in a dispute arising from a share purchase. The case applied earlier legislation, but it is a reminder that a buyer must prove the particular representation and its effect. Keep the original advertisement, information memorandum and WeChat or email messages, and build the key figures into written warranties rather than relying on later litigation.
When the deal is negotiated in Chinese and the contract is in English, record the price allocation, stock valuation, training period, restraint of trade and conditions consistently, so that the English contract does not silently depart from what was agreed. PanAus Partners' Chinese-speaking commercial lawyers act for buyers and sellers of Melbourne businesses, and work alongside accountants, business brokers and other Australian law firms that need Chinese-language support on a transaction.
Our Melbourne office is at Level 2, 830 Whitehorse Road, Box Hill VIC 3128. Send us the draft contract, Section 52 statement and lease before you pay a deposit, and we will identify the issues to resolve before you sign.
在墨尔本收购餐馆、咖啡店、商铺或服务类生意，付定金前应先确认是资产收购还是股权收购，索取并核对 Section 52 卖方声明（价格不超过 45 万澳元的小生意适用），审阅零售租约的转让条件，并把营业额等关键承诺写入合同的保证条款。维州收购生意没有法定冷静期。泛澳律业（PanAus Partners）墨尔本办公室位于 Box Hill，提供中英文商业法律服务，也欢迎会计师、生意中介和其他律师事务所与我们合作。
Author: Yi Liang
Last updated: October 2026
Jurisdiction: Victoria, Australia
Disclaimer: This article provides general information only and does not constitute legal, financial or tax advice. The law may change and its application depends on individual circumstances. You should obtain professional advice before acting on the information contained in this article.