--- title: "Buying or Selling a Business in Queensland | Astris Law" description: "Buying or selling a business in Queensland. Due diligence, share and asset sales and the traps that cost owners money. A Brisbane commercial lawyer." lang: en-AU json-ld: | [ { "@context": "https://schema.org", "@type": [ "LegalService", "LocalBusiness" ], "@id": "https://www.astrislaw.com/#organization", "name": "Astris Law", "legalName": "Astris Law Pty Ltd", "alternateName": [ "Astrons General Counsel", "Phronesis Litigation", "HeadStart Counsel" ], "url": "https://www.astrislaw.com", "logo": { "@type": "ImageObject", "url": "https://www.astrislaw.com/android-chrome-512x512.png", "width": 512, "height": 512 }, "image": "https://www.astrislaw.com/android-chrome-512x512.png", "description": "The Astris Law group gives directors and business owners the right legal capability for whatever their business needs, across corporate, disputes and regulatory. Not more lawyers than you need, the right one for the matter. Astris Law for one senior lawyer on high-stakes work, Astrons General Counsel for an embedded legal function, Phronesis Litigation for litigation intelligence, HeadStart Counsel for AML and CTF. One group, one standard, the right fit for each need.", "foundingDate": "2023", "founder": { "@type": "Person", "@id": "https://www.astrislaw.com/attorney/jamie-nuich#person", "name": "Jamie Nuich", "jobTitle": "Legal Practitioner Director", "url": "https://www.astrislaw.com/attorney/jamie-nuich" }, "telephone": "+61735195616", "email": "mail@astrislaw.com", "contactPoint": [ { "@type": "ContactPoint", "telephone": "+61735195616", "contactType": "customer service", "areaServed": "AU", "availableLanguage": "English", "hoursAvailable": "Mo-Fr 09:00-17:00" }, { "@type": "ContactPoint", "telephone": "+61735195616", "contactType": "reservations", "name": "New matter intake", "areaServed": "AU", "availableLanguage": "English" } ], "aggregateRating": { "@type": "AggregateRating", "ratingValue": "5.0", "reviewCount": 12, "bestRating": "5", "worstRating": "1" }, "review": [ { "@type": "Review", "author": { "@type": "Person", "name": "Katherine, Director" }, "reviewBody": "Jamie is someone any entrepreneur looking to change the game needs on their side.", "reviewRating": { "@type": "Rating", "ratingValue": "5", "bestRating": "5", "worstRating": "1" } }, { "@type": "Review", "author": { "@type": "Person", "name": "Tracy, COO" }, "reviewBody": "Jamie was approachable, took the time to really understand our business, communicated well ...", "reviewRating": { "@type": "Rating", "ratingValue": "5", "bestRating": "5", "worstRating": "1" } }, { "@type": "Review", "author": { "@type": "Person", "name": "Matthew, Director" }, "reviewBody": "... very educated in her field of law ...", "reviewRating": { "@type": "Rating", "ratingValue": "5", "bestRating": "5", "worstRating": "1" } }, { "@type": "Review", "author": { "@type": "Person", "name": "Jenny, Investor" }, "reviewBody": "For anyone needing a sharp, reliable lawyer, I can't recommend Jamie enough.", "reviewRating": { "@type": "Rating", "ratingValue": "5", "bestRating": "5", "worstRating": "1" } } ], "priceRange": "$$$", "address": { "@type": "PostalAddress", "streetAddress": "Level 2, 8 Clunies Ross Court", "addressLocality": "Eight Mile Plains", "addressRegion": "QLD", "postalCode": "4113", "addressCountry": "AU" }, "geo": { "@type": "GeoCoordinates", "latitude": -27.5783, "longitude": 153.0996 }, "hasMap": "https://maps.app.goo.gl/KcW4jYe7iW7jHYHp8", "areaServed": [ { "@type": "City", "name": "Brisbane" }, { "@type": "City", "name": "Gold Coast" }, { "@type": "State", "name": "Queensland" }, { "@type": "Country", "name": "Australia" } ], "openingHoursSpecification": { "@type": "OpeningHoursSpecification", "dayOfWeek": [ "Monday", "Tuesday", "Wednesday", "Thursday", "Friday" ], "opens": "08:30", "closes": "17:30" }, "knowsAbout": [ "Dispute Resolution & Litigation", "Insolvency & Restructuring", "Corporate & Commercial", "Employment & Workplace Relations", "Regulatory & Compliance", "Intellectual Property, Technology & Data", "Property", "Disciplinary Law", "Administrative Law & WHS", "Anti-Money Laundering (AML/CTF)", "Corporate Law", "Commercial Litigation", "Regulatory Compliance", "Financial Services Law", "Anti-Money Laundering", "FinTech Law", "Intellectual Property" ], "hasOfferCatalog": { "@type": "OfferCatalog", "name": "Legal services", "itemListElement": [ { "@type": "Offer", "itemOffered": { "@type": "Service", "name": "Dispute Resolution & Litigation", "description": "Strategic commercial litigation, debt recovery, injunctions and alternative dispute resolution for directors and business owners across Australia.", "url": "https://www.astrislaw.com/practice/dispute-resolution-litigation", "provider": { "@id": "https://www.astrislaw.com/#organization" } } }, { "@type": "Offer", "itemOffered": { "@type": "Service", "name": "Corporate & Commercial", "description": "Corporate and commercial advice for directors and business owners: company structuring, M&A, shareholder agreements, commercial contracts and director duties.", "url": "https://www.astrislaw.com/commercial-lawyers-brisbane", "provider": { "@id": "https://www.astrislaw.com/#organization" } } }, { "@type": "Offer", "itemOffered": { "@type": "Service", "name": "Employment & Workplace", "description": "Practical advice on Fair Work compliance, unfair dismissal, restraints of trade and workplace disputes for directors and business owners.", "url": "https://www.astrislaw.com/practice/employment-workplace-relations", "provider": { "@id": "https://www.astrislaw.com/#organization" } } }, { "@type": "Offer", "itemOffered": { "@type": "Service", "name": "Regulatory & Compliance", "description": "Defending and advising on ASIC, ACCC, AUSTRAC, NDIS Commission, AHPRA and WorkCover investigations, AML/CTF programs and Australian Consumer Law compliance for regulated businesses and professionals.", "url": "https://www.astrislaw.com/practice/regulatory-compliance-consumer-law", "provider": { "@id": "https://www.astrislaw.com/#organization" } } } ] }, "member": [ { "@type": "Person", "@id": "https://www.astrislaw.com/attorney/jamie-nuich#person", "name": "Jamie Nuich", "jobTitle": "Legal Practitioner Director", "url": "https://www.astrislaw.com/attorney/jamie-nuich", "image": "https://www.astrislaw.com/images/jamie-nuich-portrait.jpg", "hasCredential": [ { "@type": "EducationalOccupationalCredential", "credentialCategory": "degree", "name": "Bachelor of Laws (Honours)" }, { "@type": "EducationalOccupationalCredential", "credentialCategory": "degree", "name": "Bachelor of Business (Distinction)" }, { "@type": "EducationalOccupationalCredential", "credentialCategory": "professional", "name": "Solicitor of the Supreme Court of Queensland" }, { "@type": "EducationalOccupationalCredential", "credentialCategory": "professional", "name": "Solicitor of the High Court of Australia" }, { "@type": "EducationalOccupationalCredential", "credentialCategory": "certification", "name": "Nationally Accredited Mediator (NMAS)" } ], "memberOf": [ { "@type": "Organization", "name": "Queensland Law Society" }, { "@type": "Organization", "name": "Australian Disputes Centre" } ], "sameAs": [ "https://www.linkedin.com/in/jamienuich/", "https://www.qls.com.au/register-of-solicitors/jamie-leanne-nuich", "https://www.youandthelaw.com.au/organisation/98611/astris-law-pty-ltd" ] } ], "sameAs": [ "https://astrons.astrislaw.com", "https://phronesis.astrislaw.com", "https://headstartcounsel.astrislaw.com", "https://www.linkedin.com/company/astris-law", "https://www.youandthelaw.com.au/organisation/98611/astris-law-pty-ltd", "https://maps.app.goo.gl/KcW4jYe7iW7jHYHp8", "https://lawzana.com/lawyer/astris-law", "https://www.gpmg.uk/awarded-companies/astris-law", "https://www.qls.com.au/register-of-solicitors/jamie-leanne-nuich", "https://www.linkedin.com/in/jamienuich/" ], "slogan": "You don't need more lawyers. You need the right one.", "subOrganization": [ { "@type": "LegalService", "@id": "https://astrons.astrislaw.com/#organization", "name": "Astrons General Counsel", "url": "https://astrons.astrislaw.com", "description": "External general counsel for established Australian businesses: embedded, partner-level legal support combining law firm depth with in-house continuity.", "parentOrganization": { "@id": "https://www.astrislaw.com/#organization" } }, { "@type": "LegalService", "name": "HeadStart Counsel", "url": "https://headstartcounsel.astrislaw.com", "description": "AML/CTF Tranche 2 compliance counsel for Australian professional services businesses.", "parentOrganization": { "@id": "https://www.astrislaw.com/#organization" } }, { "@type": "Organization", "@id": "https://phronesis.astrislaw.com/#organization", "name": "Phronesis Litigation", "url": "https://phronesis.astrislaw.com", "description": "Astris Law's in-house litigation intelligence engine: legal research at machine speed, strategy earlier and disputes run with fewer surprises.", "parentOrganization": { "@id": "https://www.astrislaw.com/#organization" } } ], "brand": [ { "@type": "Brand", "name": "Astrons General Counsel", "url": "https://astrons.astrislaw.com" }, { "@type": "Brand", "name": "Phronesis Litigation", "url": "https://phronesis.astrislaw.com" }, { "@type": "Brand", "name": "HeadStart Counsel", "url": "https://headstartcounsel.astrislaw.com" } ] }, { "@context": "https://schema.org", "@type": "WebSite", "@id": "https://www.astrislaw.com/#website", "name": "Astris Law", "url": "https://www.astrislaw.com", "publisher": { "@id": "https://www.astrislaw.com/#organization" }, "inLanguage": "en-AU", "potentialAction": { "@type": "SearchAction", "target": { "@type": "EntryPoint", "urlTemplate": "https://www.astrislaw.com/articles?q={search_term_string}" }, "query-input": "required name=search_term_string" } }, { "@context": "https://schema.org", "@type": "SiteNavigationElement", "@id": "https://www.astrislaw.com/#navigation", "name": "Main Navigation", "hasPart": [ { "@type": "WebPage", "name": "About", "url": "https://www.astrislaw.com/about" }, { "@type": "WebPage", "name": "The Group", "url": "https://www.astrislaw.com/philosophy" }, { "@type": "WebPage", "name": "Practice Areas", "url": "https://www.astrislaw.com/practice-areas" }, { "@type": "WebPage", "name": "Articles", "url": "https://www.astrislaw.com/articles" }, { "@type": "WebPage", "name": "Contact", "url": "https://www.astrislaw.com/contact" } ] }, { "@context": "https://schema.org", "@type": "BreadcrumbList", "itemListElement": [ { "@type": "ListItem", "position": 1, "name": "Home", "item": "https://www.astrislaw.com" }, { "@type": "ListItem", "position": 2, "name": "Legal Guides", "item": "https://www.astrislaw.com/situations" }, { "@type": "ListItem", "position": 3, "name": "Business Sales & Acquisitions", "item": "https://www.astrislaw.com/situation/business-sale-acquisition" } ] } ] --- [Skip to main content](#main-content) The Astris Law Group Astris Astris Law [Astrons Astrons General Counsel ](https://astrons.astrislaw.com)[Phronesis Phronesis Litigation ](https://phronesis.astrislaw.com)[HeadStart HeadStart Counsel ](https://headstartcounsel.astrislaw.com) [![Astris Law S Icon](/assets/astris-logo-icon-kBkGra_r.png)![Astris Law](/assets/astris-logo-full-wbEHTWR5.png)](/) [About](/about)[The Group](/philosophy)[Practice Areas](/practice-areas)[Articles](/articles)[Contact](/contact)[Start here](/contact) Share sales, asset sales, due diligence # Business Sales & Acquisitions Selling or acquiring a business is one of the most consequential transactions a director or business owner will undertake. For sellers, it is often the culmination of years of work, and the sale price and deal structure will determine whether that work translates into real value. For buyers, the risk is acquiring a business that is worth less than it appears, with liabilities that were not visible at the time of purchase. The difference between a well-structured deal and a poorly structured one is not always apparent at signing. It becomes apparent months or years later, when a warranty claim lands, a key employee leaves because the restraint was unenforceable, a tax liability materialises that nobody accounted for or a seller discovers they left significant value on the table because they accepted the wrong deal structure. [Call (07) 3519 5616](tel:+61735195616)[Send Enquiry](/contact) ## Share sale or asset sale The first structural question in any business acquisition is whether the transaction will be a share sale or an asset sale. In a share sale, the buyer acquires the shares in the company that owns the business. The company continues to exist with all of its assets, contracts, employees and liabilities. The buyer steps into the shoes of the existing shareholders. The advantage is simplicity: the business continues to operate without disruption, contracts do not need to be novated and employees transfer automatically. The disadvantage is that the buyer inherits everything, including liabilities that may not be fully visible at the time of sale. In an asset sale, the buyer acquires specific assets of the business: plant and equipment, intellectual property, customer contracts, goodwill, stock. The buyer chooses what to take and what to leave behind. The advantage is that the buyer can cherry-pick the assets and avoid unwanted liabilities. The disadvantage is complexity: each asset must be individually transferred, contracts may need to be novated or assigned (which requires the other party's consent), employees may need to be terminated and re-hired, and the tax treatment is different. The choice between the two structures has significant implications for price, tax, risk allocation and the practical mechanics of the transaction. It is one of the first things that needs to be worked through with legal and tax advisers. ## Due diligence Due diligence is the process of investigating the target business before committing to the transaction. For buyers, it is the primary means of identifying risk. For sellers, presenting a well-organised business for due diligence signals professionalism and protects value. A thorough due diligence process covers the company's financial position, tax compliance, material contracts, employment arrangements (including any entitlements, restraints and key person dependencies), intellectual property, real property, regulatory compliance, litigation exposure, insurance and corporate governance. Vendor due diligence, where the seller commissions the due diligence process before going to market, is increasingly common. It allows the seller to identify and address issues before they become deal-breakers, and presents the business to prospective buyers in the best possible light. ## The sale agreement The sale agreement is the central document in the transaction. Whether it is a share sale agreement or an asset sale agreement, the key commercial terms include: **Price and payment.** The purchase price may be a fixed sum paid at completion, or it may include deferred consideration, earn-out payments tied to post-completion performance or adjustments based on completion accounts. Each structure allocates risk differently between buyer and seller. **Warranties and indemnities.** The seller gives warranties about the state of the business at completion. If a warranty turns out to be untrue, the buyer has a claim for loss. Indemnities are more targeted: the seller agrees to compensate the buyer dollar-for-dollar for specific identified risks. The scope, limitations and survival periods of the warranty and indemnity regime are among the most heavily negotiated provisions in any sale agreement. **Restraint of trade.** The buyer will typically require the seller not to compete with the business for a defined period after completion. The restraint must be reasonable in scope, geography and duration to be enforceable. Getting this wrong can leave the buyer exposed to the seller setting up a competing business. **Conditions precedent.** These are the conditions that must be satisfied before completion can occur. They may include regulatory approvals (such as FIRB approval for foreign buyers), landlord consent to assignment of a lease or third-party consents for key contracts. **Completion mechanics.** The agreement sets out what happens on completion day: the simultaneous exchange of consideration and delivery of the business, transfer of shares or assets, resignations of directors, release of security interests and any transitional arrangements. ## Tax structuring The tax implications of a business sale differ significantly depending on whether the transaction is structured as a share sale or an asset sale, and the specific circumstances of the seller. For sellers, the key considerations include capital gains tax, the availability of the small business CGT concessions (which can eliminate or significantly reduce the tax payable on the sale of an active business) and the treatment of any earn-out or deferred consideration. For buyers, the considerations include stamp duty (which varies by state and by whether the transaction is a share sale or asset sale), the tax cost base of acquired assets and the deductibility of acquisition costs. Tax structuring should be addressed early in the transaction, not as an afterthought. The difference between a well-structured and a poorly-structured deal from a tax perspective can be measured in hundreds of thousands of dollars. ## Regulatory approvals Depending on the nature of the business and the identity of the buyer, regulatory approvals may be required before the transaction can complete. The most common are FIRB approval (where the buyer is a foreign person and the transaction meets the relevant thresholds), ACCC clearance (where the acquisition may substantially lessen competition) and industry-specific regulatory approvals for businesses in regulated sectors. ## How Astris Law Can Help Astris Law advises buyers and sellers on business sales and acquisitions, from initial structuring through due diligence, negotiation, documentation and completion. We work alongside your accountant and tax adviser to ensure the deal is structured to protect your interests and maximise value. Structuring advice: share sale vs asset sale, CGT small business concessions and stamp duty Preparing and running vendor due diligence and data rooms for sellers Conducting buyer due diligence across legal, regulatory, tax, employment and intellectual property Drafting and negotiating share sale agreements, asset sale agreements, disclosure letters and completion documents Negotiating warranties, indemnities, earn-outs, retention amounts and escrow arrangements Regulatory approvals - FIRB, ACCC and industry-specific consents Post-completion disputes - warranty claims, earn-out disputes and completion accounts [Learn more about our Corporate & Commercial practice](/commercial-lawyers-brisbane) ## Protect the value of your transaction. If you are buying or selling a business, contact Astris Law early. We can usually assess the structure and the key risks in a single consultation. Call (07) 3519 5616 or send an enquiry. [(07) 3519 5616](tel:+61735195616)[Send Enquiry](/contact) ## Other Situations We Help With [An Employee Has Made an Unfair Dismissal Claim Against Your Business ](/situation/unfair-dismissal)[AHPRA Is Investigating Me ](/situation/ahpra-investigation)[There's Been a Workplace Incident and Inspectors Are Involved ](/situation/whs-investigation) [![Astris Law S Icon](/assets/astris-logo-icon-kBkGra_r.png)![Astris Law](/assets/astris-logo-full-wbEHTWR5.png)](/) You don't need more lawyers. You need the right one. ### Firm - [About](/about) - [The Astris Law Group](/philosophy) - [People](/team) - [Jamie Nuich](/attorney/jamie-nuich) - [Articles](/articles) - [Resources](/resources) - [Pricing & Fees](/pricing) - [Contact](/contact) ### Services - [Dispute Resolution & Litigation](/practice/dispute-resolution-litigation) - [Corporate & Commercial](/commercial-lawyers-brisbane) - [Insolvency & Restructuring](/practice/insolvency-restructuring) - [Employment & Workplace](/practice/employment-workplace-relations) - [Regulatory & Compliance](/practice/regulatory-compliance-consumer-law) - [Intellectual Property & Tech](/practice/intellectual-property-technology-data) - [Property](/practice/property) - [Disciplinary Law](/practice/disciplinary-law) - [Administrative Law & WHS](/practice/administrative-law-whs) - [Digital Assets](/digital-assets-australia) - [Regulated Market Entry](/regulated-market-entry) - [Regulatory Investigations](/regulatory-investigations-lawyers) ### Get in Touch - [The Legal Strategy Call](/consultation) - [Refer a Client](/referrals) - [(07) 3519 5616](tel:+61735195616) - [mail@astrislaw.com](mailto:mail@astrislaw.com) - [ Astris Law Level 2, 8 Clunies Ross Court Eight Mile Plains QLD 4113 Australia ](https://maps.app.goo.gl/KcW4jYe7iW7jHYHp8) ![Astris Law - Accredited Member of Queensland Law Society](/assets/qls-member-logo-DexInE_X.png)[![Lawzana Top Law Firm](https://lawzana.com/assets/badges/verified-law-firm.svg?v=2)](https://lawzana.com/lawyer/astris-law)[![Lawyer International Legal 100 2026 Winner](/assets/lawyer-international-legal-100-2026-CflMKG1C.png)](https://www.gpmg.uk/awarded-companies/astris-law) [The Astris Law Group](/philosophy) Astris Law The Right Lawyer [Astrons General Counsel](https://astrons.astrislaw.com) The Right Legal Partner [Phronesis Litigation](https://phronesis.astrislaw.com) The Right Intelligence [HeadStart Counsel](https://headstartcounsel.astrislaw.com) The Right AML Advice © Astris Law Pty Ltd ACN 662 641 269. Astrons General Counsel, Phronesis Litigation and HeadStart Counsel are the registered trading names of Astris Law Pty Ltd. Liability limited by a scheme approved under Professional Standards Legislation. [About](/about)[Contact](/contact)[Privacy Policy](/privacy)[Collection Notice](/collection-notice)[Terms of Service](/terms)Cookie Preferences [](tel:+61735195616) Cookies on by default · [Privacy](/privacy) SettingsOK