Sale and Purchase of… - Legal Practitioners' Liability Committee

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Since LPLC published the first edition of Small business – big risk there have been some changes in the legal landscape which are particularly relevant to transactions for the sale of small businesses

Articles
Alerts
Resources
Practice Risk Guides
Checklists
Videos

Commercial and Industrial Property tax questions and answers

Conveyancing, Tax, Sale and Purchase of Business 03 Jul 24

Changes to stamp duty and the introduction of an annual property tax on commercial and industrial land under the Commercial and Industrial Property Tax Reform Act commenced 1 July 2024. Practitioners acting in matters involving commercial or industrial land in Victoria need to be aware of the full extent of these significant reforms.

LPLC has provided comprehensive information about the reforms in the article Commercial and Industrial Property Tax reform in Victoria — What you need to know, and a webinar Commercial and Industrial Property Tax (CIPT): Navigating the new reform.

Here we provide some additional answers to specific questions we have received from practitioners. We recommend practitioners use this information to gain a full understanding of the reforms and their practical application.

Commercial and Industrial Property Tax reform in Victoria — What you need to know

Conveyancing, Tax, Sale and Purchase of Business 03 Jul 24

The Commercial and Industrial Property Tax Reform Bill (the Bill) was introduced into the Victorian Parliament on 20 March 2024. The reforms are expected to pass into law in early May before commencing on 1 July 2024 (Note: the Act was passed in the same terms as the Bill).

Unfair Contract Terms Regime Changes: Are you ready to advise clients?

Conveyancing, Building and Construction, Sale and Purchase of Business, Building and Construction 17 Nov 23

Significant changes to the unfair contract terms (UCT) regime in the Australian Consumer Law commenced on 9 November 2023. Almost all Australian businesses are affected by the UCT regime and should review their standard form consumer contracts and small business contracts to ensure they do not include any 'unfair contract terms'. Legal practitioners providing contractual advice are expected to be aware of and understand the changes to advise their clients. Failing to do so may result in severe consequences for clients (including substantial penalties) and expose practitioners to professional negligence claims.

Sale of Business and the PPS Act

Personal Properties Securities, Sale and Purchase of Business, Personal Properties Securities 11 Sep 13

The sale of a business often includes the sale of personal property such as equipment, stock in trade and motor vehicles. Practitioners for both vendors and purchasers need to understand what personal property is included in the sale and how the Personal Property Securities Act 2009 (Cth) (PPS Act) may impact on that sale. This Alert is not intended to be a comprehensive list of what to do in a sale of business, but to highlight issues in relation to the PPS Act.

Small business – when acting for the purchaser

Sale and Purchase of Business, Professional Responsibility 07 May 24

This checklist covers the key issues you should consider when acting for the purchaser during the sale and purchase of a business.

Small business – when acting for the vendor

Sale and Purchase of Business, Professional Responsibility 07 May 24

This checklist covers the key issues you should consider when acting for the vendor during the sale and purchase of a business.

Practice Risk Guides

Business sale and purchase — LPLC Practice Risk Guide

Personal Properties Securities, Sale and Purchase of Business, GST 01 May 24

The claims scenarios LPLC sees in relation to small business often arise from exuberant purchasers who have just signed up to buy their own business, full of hope and enthusiasm. They cannot wait to get into the business, want settlement in just a few days, and only need the practitioner to check the contract and make sure there are no major problems. The information in this LPLC Practice Risk Guide guide is designed to help practitioners recognise the trouble areas and manage clients in a way that best protects the client’s interests and their own position.

Subdivision limitations

Conveyancing, Leases, Building and Construction, Sale and Purchase of Business 05 Jun 23

Time limits most commonly missed in relation to subdivision.

Tax limitations

Conveyancing, Tax, GST, Leases, Personal Properties Securities, Sale and Purchase of Business, Building and Construction, Will Making, Powers of Attorney, Beneficiaries, Mortgages, Commercial 05 Jun 23

Time limits most commonly missed in relation to tax.

Bankruptcy limitations

Conveyancing, Tax, Leases, Personal Properties Securities, Sale and Purchase of Business, Building and Construction, Will Making, Beneficiaries, Mortgages, Personal Properties Securities, Solicitors Certificates, Personal Injury, Commercial 05 Jun 23

Time limits most commonly missed in relation to bankruptcy.

Statutory demand limitations

Leases, Building and Construction, Sale and Purchase of Business, Building and Construction, Commercial 05 Jun 23

Time limits most commonly missed in relation to statutory demand, a claim example and lessons learned.

Contribution limitations

Conveyancing, Tax, GST, Leases, Sale and Purchase of Business, Building and Construction, Mortgages, Personal Injury, Commercial 05 Jun 23

Time limits most commonly missed in relation to contributions.

Contracts limitations

Conveyancing, Tax, GST, Leases, Personal Properties Securities, Sale and Purchase of Business, Building and Construction, Mortgages, Personal Properties Securities, Commercial 05 Jun 23

Time limits most commonly missed in relation to contracts.

Appeals limitations

Conveyancing, Tax, GST, Leases, Building and Construction, Personal Properties Securities, Sale and Purchase of Business, GST, Building and Construction, Property settlements, Estate Administration, Mortgages, Personal Properties Securities, Personal Injury, Commercial 05 Jun 23

Time limits most commonly missed in relation to appeals, a claim example and lessons learned.

International contracts for the sale of goods limitations

Conveyancing, GST, Leases, Building and Construction, Personal Properties Securities, Sale and Purchase of Business, GST, Building and Construction, Personal Properties Securities 05 Jun 23

Time limits most commonly missed in relation to international contracts for the sale of goods.

Transport accident limitations

Sale and Purchase of Business, Commercial 05 Jun 23

Time limits most commonly missed in relation to transport acccidents.

Instruments limitations

Conveyancing, Tax, GST, Leases, Personal Properties Securities, Sale and Purchase of Business, Building and Construction, Mortgages, Personal Properties Securities, Commercial 05 Jun 23

Time limits most commonly missed in relation to instruments, a claim example and lesson learned.

Trade mark limitations

Sale and Purchase of Business, Commercial 05 Jun 23

Time limits most commonly missed in relation to trade marks.

Liquidator limitations

Conveyancing, Tax, GST, Leases, Building and Construction, Personal Properties Securities, Sale and Purchase of Business, Building and Construction, Personal Properties Securities 05 Jun 23

Time limits most commonly missed in relation to liquidation, a claim example and lessons learned.

Caveats limitations

Conveyancing, Tax, GST, Leases, Sale and Purchase of Business 05 Jun 23

Time limits most commonly missed in relation to caveats, a claim example and lessons learned.

Property websites and comments

Conveyancing, Building and Construction, Sale and Purchase of Business 09 Sep 14

This checklist is a list of links to web resources relating to property that will help you conduct research. LPLC has provided commentary under each resource to explain best how to use it.

Practice Risk Guides

Business sale and purchase — LPLC Practice Risk Guide

Personal Properties Securities, Sale and Purchase of Business, GST 01 May 24

The claims scenarios LPLC sees in relation to small business often arise from exuberant purchasers who have just signed up to buy their own business, full of hope and enthusiasm. They cannot wait to get into the business, want settlement in just a few days, and only need the practitioner to check the contract and make sure there are no major problems. The information in this LPLC Practice Risk Guide guide is designed to help practitioners recognise the trouble areas and manage clients in a way that best protects the client’s interests and their own position.

Small business – when acting for the purchaser

Sale and Purchase of Business, Professional Responsibility 07 May 24

This checklist covers the key issues you should consider when acting for the purchaser during the sale and purchase of a business.

Small business – when acting for the vendor

Sale and Purchase of Business, Professional Responsibility 07 May 24

This checklist covers the key issues you should consider when acting for the vendor during the sale and purchase of a business.

Subdivision limitations

Conveyancing, Leases, Building and Construction, Sale and Purchase of Business 05 Jun 23

Time limits most commonly missed in relation to subdivision.

Tax limitations

Conveyancing, Tax, GST, Leases, Personal Properties Securities, Sale and Purchase of Business, Building and Construction, Will Making, Powers of Attorney, Beneficiaries, Mortgages, Commercial 05 Jun 23

Time limits most commonly missed in relation to tax.

Bankruptcy limitations

Conveyancing, Tax, Leases, Personal Properties Securities, Sale and Purchase of Business, Building and Construction, Will Making, Beneficiaries, Mortgages, Personal Properties Securities, Solicitors Certificates, Personal Injury, Commercial 05 Jun 23

Time limits most commonly missed in relation to bankruptcy.

Statutory demand limitations

Leases, Building and Construction, Sale and Purchase of Business, Building and Construction, Commercial 05 Jun 23

Time limits most commonly missed in relation to statutory demand, a claim example and lessons learned.

Contribution limitations

Conveyancing, Tax, GST, Leases, Sale and Purchase of Business, Building and Construction, Mortgages, Personal Injury, Commercial 05 Jun 23

Time limits most commonly missed in relation to contributions.

Contracts limitations

Conveyancing, Tax, GST, Leases, Personal Properties Securities, Sale and Purchase of Business, Building and Construction, Mortgages, Personal Properties Securities, Commercial 05 Jun 23

Time limits most commonly missed in relation to contracts.

Appeals limitations

Conveyancing, Tax, GST, Leases, Building and Construction, Personal Properties Securities, Sale and Purchase of Business, GST, Building and Construction, Property settlements, Estate Administration, Mortgages, Personal Properties Securities, Personal Injury, Commercial 05 Jun 23

Time limits most commonly missed in relation to appeals, a claim example and lessons learned.

International contracts for the sale of goods limitations

Conveyancing, GST, Leases, Building and Construction, Personal Properties Securities, Sale and Purchase of Business, GST, Building and Construction, Personal Properties Securities 05 Jun 23

Time limits most commonly missed in relation to international contracts for the sale of goods.

Transport accident limitations

Sale and Purchase of Business, Commercial 05 Jun 23

Time limits most commonly missed in relation to transport acccidents.

Instruments limitations

Conveyancing, Tax, GST, Leases, Personal Properties Securities, Sale and Purchase of Business, Building and Construction, Mortgages, Personal Properties Securities, Commercial 05 Jun 23

Time limits most commonly missed in relation to instruments, a claim example and lesson learned.

Trade mark limitations

Sale and Purchase of Business, Commercial 05 Jun 23

Time limits most commonly missed in relation to trade marks.

Liquidator limitations

Conveyancing, Tax, GST, Leases, Building and Construction, Personal Properties Securities, Sale and Purchase of Business, Building and Construction, Personal Properties Securities 05 Jun 23

Time limits most commonly missed in relation to liquidation, a claim example and lessons learned.

Caveats limitations

Conveyancing, Tax, GST, Leases, Sale and Purchase of Business 05 Jun 23

Time limits most commonly missed in relation to caveats, a claim example and lessons learned.

Property websites and comments

Conveyancing, Building and Construction, Sale and Purchase of Business 09 Sep 14

This checklist is a list of links to web resources relating to property that will help you conduct research. LPLC has provided commentary under each resource to explain best how to use it.

Commercial and Industrial Property Tax (CIPT): Navigating the new reform

Conveyancing, Tax, Sale and Purchase of Business 23 May 24

This webinar covers the latest changes in property tax law, and helps to navigate the transition from stamp duty to an annual property tax for commercial and industrial properties in Victoria.

Buying or selling a small business

Sale and Purchase of Business 28 Aug 18

This video looks at three things to do to help minimise your risk of a claim when acting in the sale or purchase of a small business.

Transaction Traps

Sale and Purchase of Business 17 Oct 17

In this seminar from our 2017 Risk Management Regional Tour, LPLC Risk Manager, Matthew Rose, looks at regional claims for sale and purchase of small business and advises practitioners how to avoid claims risks.

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+61 3 9672 3800 lplc@lplc.com.au