August 6, 2026
- solicitors@campbellslegal.com.au
- (07) 3849 3066
Most of our commercial clients are Queensland small businesses — a few employees, a lease, some plant, and an owner who wants to know where they stand. We've helped a lot of them start, grow, restructure and eventually sell.
The pattern we see most often is the same: someone signs a heads of agreement before anyone has looked at the lease, the PPSR or the employee entitlements, and the deal gets renegotiated from a weaker position three weeks later. The right time for advice is before signing any heads of agreement or contract — early advice lets issues be addressed upfront and reduces the risk of delays or disputes later.
Parke Lawyers
We act for buyers and sellers, and we work alongside your accountant rather than around them.
AML/CTF verification since 1 July 2026
maximum penalty for unfair contract terms
or under $10m turnover = protected small business
What changed on 1 July 2026
We now have to verify who you are before we act
Australia's anti-money laundering regime was extended to legal practitioners on 1 July 2026. When you engage us for a business sale, a company or trust set-up, or a property transaction, we're required to verify your identity — and, where a company or trust is involved, the identity of the people behind it — before we can start work. It applies to every firm you deal with, not just ours. Build a few extra days into your transaction timeline.
AML/CTF Amendment Act 2024 (Cth) — AUSTRAC →The contract is the last thing that matters and the first thing people focus on. What actually determines whether the deal works is what turns up in due diligence.
Buyers face real risk if the business isn't clearly defined as a "going concern" for GST purposes, or if goodwill and intellectual property ownership haven't been adequately documented. Many small businesses discover during due diligence that trade marks are held in the name of a director or a related entity rather than the operating company.
What we check before you commit: the lease and whether there's enough term left · PPSR registrations over the assets you're buying · employee entitlements and who carries them · assignability of key contracts and licences · IP ownership · financials against tax lodgements · the seller's restraint.
If business assets are secured, you'll need releases of security interests from lenders and a plan to remove registrations from the PPSR on completion — don't settle before those releases are ready.
Structuring the deal
Asset sale or share sale?
| Asset sale | Share sale | |
|---|---|---|
| What changes hands | Selected assets — plant, stock, goodwill, IP | The company itself, with everything in it |
| Liabilities | Stay with the seller unless expressly assumed | Come with the company, known and unknown |
| Employees | Terminated and re-hired; continuity must be agreed | Continue unchanged — same employer entity |
| Contracts and licences | Each must be assigned, often needing consent | Usually continue, unless change-of-control clauses bite |
| Lease | Assignment required — landlord consent needed | Stays in place, but check the change-of-control clause |
| Usually suits | Buyers wanting a clean start | Sellers, and businesses built on hard-to-transfer contracts |
This is a joint decision with your accountant. The tax and duty consequences often matter more than the legal ones. Talk to us early and we'll work through it with them.
Sellers who prepare well before going to market achieve better outcomes. Financial statements should be up to date and consistent with tax lodgements, key contracts located and reviewed for assignability, employee entitlements reconciled, and intellectual property ownership confirmed. Correcting these issues before due diligence begins is far cheaper than correcting them once the purchaser's team has found them.
The restraint of trade is the clause buyers care most about. Queensland courts will only enforce restraints that are reasonable in scope, time and geography — so they need careful drafting. Too broad and it's unenforceable; too narrow and you've sold goodwill you can immediately compete against.
Lease assignment is the most common cause of delay. Under Queensland law an assignment of lease usually requires the landlord's consent, which must not be unreasonably withheld, but there are strict procedures for requesting it. Start that conversation early — see our Commercial Property page for the retail lease disclosure steps.
Employees. In an asset sale employees aren't automatically transferred — the seller terminates and the buyer offers new employment. Continuity can be preserved if the buyer recognises prior service, with significant implications for accrued leave, redundancy and long service leave. These entitlements are usually adjusted between the parties at settlement, and can amount to tens of thousands of dollars if overlooked.
How a business sale runs
Six stages, and where they usually stall
Get your house in orderBefore listing
Financials reconciled to tax lodgements, IP confirmed in the right entity, employee entitlements calculated, lease term checked. Fixing this now is far cheaper than fixing it under a buyer's scrutiny.
Heads of agreementGet advice here
Price, structure and the broad terms. This is the last moment everything is genuinely negotiable — and the point most people sign without a solicitor.
Contract and due diligence2–6 weeks
Searches, PPSR, warranties, restraint, employee arrangements. The buyer's questions arrive in volume — being ready keeps momentum.
Landlord consentStart early
The single most common cause of delay. The landlord can impose reasonable conditions and will want to assess the incoming tenant. Begin this the week the contract is signed.
Conditions satisfiedBefore settlement
Finance, licences transferred, PPSR releases obtained from lenders, stocktake method agreed, employee entitlements adjusted between the parties.
SettlementCompletion day
Funds move, keys and records hand over, securities are discharged. We don't settle until the releases are in hand.
The structure you set up at the start determines your tax position, your asset protection and what happens when you eventually sell. Changing it later is possible but rarely cheap.
We set up companies and trusts, prepare the constitutions and deeds, and advise on which structure fits — working with your accountant, who'll have views on the tax side that matter as much as ours.
Every company director needs a Director ID before being appointed. It's a one-off application, it stays with you for life, and penalties apply for not having one.
Getting the structure right
Four ways to hold a business
Sole trader
You and the business are the same thing
Partnership
Two or more people, shared liability
Company
A separate legal person you own shares in
Trust
A trustee holds assets for beneficiaries
Structure is a tax decision as much as a legal one. We set up the entity and draft the documents; your accountant advises on the tax position. Get both in the room before you decide — we're happy to run that conversation.
Supply agreements, service agreements, terms and conditions, distribution and agency arrangements, confidentiality agreements, and the contracts you use with your own customers.
If you use standard terms, this section matters more than you think. Since 9 November 2023, unfair terms in standard form contracts with consumers and small businesses are no longer merely voidable — they're unlawful and attract civil penalties. Each unfair term in each contract is a separate contravention, so a flawed template used across hundreds of customers multiplies the exposure.
The regime doesn't apply to the upfront price or the main subject matter, but it does cover ancillary terms like cancellation fees, automatic renewals and unilateral variation rights. Businesses using standard form contracts should work out whether their customers fall under the thresholds — and if in doubt, it's safest to assume they do.
If your terms haven't been reviewed since 2023, they should be.
Loan agreements, guarantees, mortgages and PPSR registrations — for lenders and borrowers, including family and related-party lending.
Money lent to a business without documentation is a gift with optimism attached. If you're advancing funds to a company you're a director of, to a family member's business, or to a related entity, get it documented and secured properly.
We prepare loan agreements, register security on the PPSR, and advise on guarantees before you sign one — particularly personal guarantees, which are the point at which a company structure stops protecting you.
The agreement nobody wants to write and everybody wishes they had. It sets out what happens if one of you wants out, dies, becomes incapacitated, stops pulling their weight, or gets divorced.
Without one, a two-director company with a 50/50 split and a breakdown in the relationship has no mechanism to resolve anything short of winding up.
Worth doing when everyone still gets along, which is the only time it's easy.
Commercial matters vary too much for a single fixed fee. We quote to scope, and you'll have a written costs agreement before we start.
Some things we can fix-fee: company or trust set-up, reviewing a set of standard terms, a straightforward loan agreement, and a business sale contract review. Call us and describe the transaction.
Or call us now on (07) 3849 3066, Monday to Friday, 9am–5pm.
Commercial matters vary too much for a single fixed fee — a lease review and a business sale with staff transferring are different pieces of work. We quote to scope, and you'll have a written costs agreement before we start.
Some things we can fix-fee: company or trust set-up, a review of your standard terms, a straightforward loan agreement, and a first review of a business sale contract. Call us and describe the transaction — we'll tell you what it will cost.
Signing is the start, not the finish. What follows is a sequence of dependencies rather than fixed dates — landlord consent, PPSR discharges, licence transfers — and each one can hold up the others. From the moment the contract is signed we run that list, chase the third parties, and tell you what's outstanding before it becomes urgent.
It depends on the liabilities, the tax position and what contracts and licences need to come across. See the comparison above, then talk to us and your accountant together — it's a decision that needs both.
Transfer duty exemptions are available in Queensland for most business assets, though not for land or some leasehold interests. The position depends on what's in the sale — we'll confirm before you sign.
From 1 July 2026, legal practitioners providing designated services became reporting entities under Australia's AML/CTF regime. We're required to verify identity before acting on most business and property transactions. Build a few extra days into your timeline.
A template may look complete but might not protect you when it matters — the clauses that cause disputes are warranties, restraints of trade, employee entitlements and what happens if a party can't complete at settlement. If you want to move fast, start with a draft and have it reviewed rather than drafted from scratch.
Before you sign the heads of agreement. That's the point at which everything is still negotiable.
Yes — though not on opposite sides of the same transaction.
A business sale rarely travels alone — there's usually a lease, a property, or a succession plan attached. These are the areas our commercial clients most often need next.
Commercial conveyancing, leases and developments
Buying or selling a home in Queensland.
Wills, powers of attorney, probate and estate administration.
Give us a call or send us a message, and we'll let you know how we can help. There's no charge for an initial conversation about your matter.
Send us a few details and one of our solicitors will call you back — usually the same business day.
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Prefer to talk now? Call (07) 3849 3066, Monday to Friday, 9am–5pm.