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Company Buy Sell Agreement

Company Buy Sell Agreement Template for Australia

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Key Requirements PROMPT example:

Company Buy Sell Agreement

"I need a Company Buy Sell Agreement for the sale of a medium-sized technology company in Sydney, with specific provisions for protecting intellectual property rights and including an earn-out mechanism based on 2025 performance targets."

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Document background
The Company Buy Sell Agreement serves as a critical legal instrument in Australian business transactions, facilitating the orderly transfer of company ownership. This document is essential when shareholders wish to sell their interests, when new investors are entering the business, or during succession planning. It comprehensively addresses share valuation, payment mechanisms, warranties, and post-completion obligations, while ensuring compliance with Australian corporate law, including the Corporations Act 2001 (Cth) and relevant state legislation. The agreement typically includes detailed provisions for due diligence findings, tax implications, and risk allocation between parties, making it a fundamental tool for corporate transactions in the Australian business landscape.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including full legal names and ACN/ABN

2. Background: Context of the agreement, including company details and purpose of the transaction

3. Definitions and Interpretation: Comprehensive list of defined terms and interpretation rules

4. Sale and Purchase: Core transaction terms including shares/assets being sold and purchase price

5. Purchase Price and Payment: Detailed payment terms, adjustments, and payment mechanics

6. Conditions Precedent: Prerequisites that must be satisfied before completion

7. Pre-Completion Obligations: Parties' obligations between signing and completion

8. Completion: Completion mechanics, timing, and deliverables

9. Warranties and Representations: Seller's warranties about the business and shares

10. Limitations of Liability: Caps, thresholds, and time limits on warranty claims

11. Restraint of Trade: Non-compete and non-solicitation provisions

12. Confidentiality: Protection of confidential information and announcement restrictions

13. Tax Indemnities: Allocation of tax liabilities and indemnities

14. General Provisions: Standard boilerplate clauses including notices, governing law, etc.

Optional Sections

1. Third Party Consents: Required when key contracts or licenses need consent for transfer

2. Employee Matters: Include when dealing with transfer or retention of employees

3. Intellectual Property: Detailed IP provisions when significant IP assets are involved

4. Environmental Matters: For businesses with environmental risks or compliance requirements

5. Property Leases: When business premises are leased and require assignment

6. Earn-out Provisions: For deals involving performance-based additional payments

7. Break Fee: When parties want to include deal protection mechanisms

8. Vendor Finance: When seller is providing financing for part of purchase price

Suggested Schedules

1. Schedule 1 - Company Details: Corporate information, share capital structure, and shareholders

2. Schedule 2 - Purchase Price Calculation: Detailed methodology for price adjustments and calculations

3. Schedule 3 - Warranties: Comprehensive list of seller warranties

4. Schedule 4 - Properties: Details of owned and leased properties

5. Schedule 5 - Material Contracts: List and details of key business contracts

6. Schedule 6 - Intellectual Property: Register of IP rights and licenses

7. Schedule 7 - Employees: List of employees and employment terms

8. Schedule 8 - Completion Deliverables: Documents and items required at completion

9. Appendix A - Form of Share Transfer: Pro forma share transfer documents

10. Appendix B - Board Resolutions: Pro forma board resolutions for completion

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions



























































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Relevant Industries

Professional Services

Manufacturing

Retail

Technology

Healthcare

Construction

Mining

Agriculture

Financial Services

Real Estate

Hospitality

Transport and Logistics

Media and Entertainment

Education

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Risk Management

Corporate Secretariat

Business Development

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Company Director

Corporate Lawyer

Legal Counsel

Company Secretary

Business Development Manager

Mergers & Acquisitions Manager

Investment Director

Financial Controller

Tax Manager

Corporate Advisory Manager

Compliance Officer

Risk Manager

Business Owner

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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