Business Sale Lawyers in Box Hill, Melbourne
From our Box Hill office, our lawyers act for buyers and sellers of small and medium businesses on the contract, due diligence, the lease transfer and staff through to settlement. Call before you sign or pay a deposit, while the terms are still open and the seller's disclosure can be checked before you are bound.
Spencer Alexander Lawyers is a Box Hill, Melbourne law firm acting for buyers and sellers of small and medium businesses, with the principal overseeing every matter.
- The seller of a small business must generally give the buyer a section 52 statement before the buyer signs or pays a deposit.
- A landlord can refuse consent to the transfer of a retail lease only on one of the four grounds the Retail Leases Act lists.
- Where the business carries on, a seller who gives the landlord and the buyer an accurate and complete disclosure statement when assigning a retail lease is not liable to perform the lease or pay what the buyer owes under it, and nor is the seller's guarantor.
Who we act for
When people call us about a business sale.
We act for buyers and sellers of small and medium businesses, and people usually call at one of three points: a buyer has been handed a contract by the seller's broker, a seller has a buyer and needs a contract and a plan for the lease, or the owners of a family company have agreed to sell. Each is a better conversation before anything is signed, because a signed contract binds you.
Our office is at Suite 10, 1 Main Street, Box Hill, a short walk from Box Hill station, with parking at Box Hill Central. For the law in detail, read our guide to buying a business in Victoria.
How we help
What we do on a business sale.
Reviewing the contract before you sign
We read the contract and the seller's disclosure and report on what matters: what is included, how the price is paid, the conditions, warranties and restraint, the staff and settlement. Then we negotiate the changes you need before you are bound.
Due diligence
With your accountant testing the figures, we check the seller's other claims against the records: the Personal Property Securities Register for finance over the equipment, the contracts and licences the business depends on, and each employee's service and entitlements.
Transferring the lease
Transferring the lease usually needs the landlord's consent. For a seller we run the assignment under the lease and, for a retail lease, the Retail Leases Act, and for a buyer we check the rent, outgoings, term left and options to renew.
Acting for sellers
We prepare the contract, the section 52 statement for a small business and, on a retail lease, the disclosure statement the Retail Leases Act asks of an outgoing tenant, and we deal with the buyer's lawyer through to settlement. Where the business carries on, giving the landlord and the buyer an accurate and complete disclosure statement means neither you nor your guarantor is liable to perform the lease or pay what the buyer owes under it.
Time limits
The dates that decide a sale.
The three month limit for ending the contract under section 52 applies whether the statement was never given, was not in the prescribed form, left out particulars the regulations require or stated any of them inaccurately.
On a retail lease, a landlord that gives no written answer within 28 days after a request for consent to an assignment is taken to have consented, if the seller has followed every step section 61 of the Retail Leases Act requires. A landlord granting the buyer a new retail lease instead must give its disclosure statement and the proposed lease at least 14 days before the lease is entered into, and if it gives them less than 14 days before, the term is taken to start 14 days after they are given.
Your first call
What to bring to a first call.
Whatever you have to hand: for a buyer, the listing or information memorandum, any offer, the draft contract and the section 52 statement if you have one; for a seller, the lease and your latest financial statements; and your questions. If you have little on paper, that is fine too. The first conversation is about understanding the deal, not testing your paperwork.
What to expect
The steps the law sets for a sale.
What it costs.
Our review of a contract to buy a business is from $1,100 including GST, for a written report on the main risks in the contract and the vendor's disclosure with a call to go through it; a franchise or a purchase of shares costs more. Acting on a purchase through to settlement, acting for a seller and any dispute are not priced on our fees page, so each is estimated in writing before substantive work begins.
Good to know
Common questions about buying or selling a business.
Does my business sale need a section 52 statement?
Generally yes, if it is a small business under Victoria's Estate Agents Act 1980, a test that turns on the total price of the goodwill, plant, equipment and fittings. The seller or the seller's agent must give the buyer the statement, signed by the seller, before the buyer signs anything meant to bind them or pays a deposit, unless the business cannot lawfully trade without its liquor licence.
Can the landlord refuse to transfer the lease to the buyer?
For a retail lease, only on one of the four grounds in section 60 of the Retail Leases Act 2003. The landlord can refuse if the buyer proposes a use the lease does not permit, or if the landlord considers the buyer lacks the financial resources or business experience to meet the lease obligations. It can also refuse if the seller has not complied with reasonable assignment provisions in the lease or, where the business will carry on, has not given the buyer the business records for the last three years, or for the shorter time the seller has traded there.
Will I still be liable on the lease after I sell?
On a retail lease, generally not, if you follow the Act. Where the business will carry on, a seller who gives the landlord and the buyer a disclosure statement in the prescribed form, with nothing false, misleading or materially incomplete in it, is not liable to perform the lease or to pay what the buyer owes under it, and neither is the seller's guarantor.
What happens to the staff when a business is sold?
Their entitlements can follow them. Federal workplace law can count an employee's service with the seller as service with the buyer, and in Victoria a new owner must not refuse a continuing employee long service leave that accrued before the sale. The contract should therefore say whom the buyer takes on and how their accrued entitlements are adjusted at settlement.
How much does a lawyer cost for buying or selling a business?
Our review of a contract to buy a business is from $1,100 including GST. Everything else on a sale, including acting for a seller, is estimated in writing before substantive work begins, and our fees page sets out what the review covers.
Sources: Estate Agents Act 1980 (Vic), sections 4 and 52; Retail Leases Act 2003 (Vic), sections 17, 60, 61 and 62; Retail Leases Regulations 2023 (Vic), regulation 12 and Schedule 4; Long Service Leave Act 2018 (Vic), section 11; Fair Work Act 2009 (Cth), sections 22 and 311; Personal Property Securities Act 2009 (Cth), section 148.
This page reflects the law applying in Victoria as at September 2026. It is general information only, not legal advice, and does not take your circumstances into account.
Speak with a business sale lawyer.
Tell us where the deal is up to, and we will tell you what needs checking and the likely cost.