Before you sign to buy a business in Queensland, check the takings, the assets and any finance over them, the stock price (SAV or WIWO), the lease, the staff and the licences. Then make the contract conditional on those checks, on finance and on the landlord's consent.
General information about Queensland law, not legal advice. See the note at the end.
Before you sign to buy a business in Queensland, check what you are buying. Verify the takings, list every asset and any finance on it, and agree how stock is priced. Check the lease, the staff and their leave, and the licences. Make the contract conditional on those checks, on finance and on the landlord’s consent. For a retail shop lease, the seller generally must give you the lease and a disclosure statement at least 7 days before you sign or the landlord is asked to consent, whichever is first.
Quick checklist. Answer these before you sign:
Due diligence is checking the business before you are locked in. You ask the seller for records, run searches and have your lawyer and accountant go through what you find. Do it before you sign an unconditional contract. If you need to sign first, make the contract conditional on satisfactory due diligence, finance and the landlord’s consent, with enough time to finish the checks.
Most small-business sales are asset sales: you buy named assets, such as the goodwill, equipment, stock and business name, and the seller’s entity keeps its debts, subject to the contract. In a share sale you buy the company, debts and all (Business Queensland).
Decide with your accountant which entity will buy (you, a company or a trust) before you sign. See choosing a structure for your business. Buying with a partner? Read about a shareholders agreement.
A good checklist covers ten areas: the financial records, what is included in the sale, debts and finance over the assets, stock, the premises and lease, the staff, licences and permits, contracts, disputes and compliance, and tax. For each one, ask the seller for the documents, check them against an independent source where you can, and have your lawyer turn anything you find into a condition, a warranty or a price change.
| Area | Ask the seller for | Why it matters | Who usually checks it |
|---|---|---|---|
| Takings and profit | At least 12 months of takings, bank statements, BAS (business activity statements) and lodged tax returns | The listing is the seller’s summary; bank and tax records check it | Accountant; lawyer drafts the condition |
| What is included | A list of equipment, vehicles, fit-out, business name, website, phone numbers, social media and customer lists | The contract should list each item | Lawyer |
| Finance over assets | Finance and lease agreements for equipment and vehicles | A financier may have a registered interest. A PPSR search shows it | Lawyer |
| Stock | Stock levels, how stock is counted, and whether the price is WIWO or plus SAV | It decides the real price | Accountant and lawyer |
| Premises and lease | The lease, variations, any retail disclosure statement, and rent and outgoings records | The term and options decide how long you stay. Most leases need consent to assign | Lawyer |
| Staff | Each employee’s start date, pay, award or agreement, hours and leave balances | Service for long service leave can carry over to you | Lawyer and accountant |
| Licences and permits | Every licence, registration and permit, and who issued it | Some do not transfer | Lawyer, with the council or regulator |
| Contracts | Supplier, customer, franchise and equipment agreements | Some need the other party’s consent to transfer | Lawyer |
| Disputes and compliance | Claims, complaints, notices and insurance claims | The contract can make the seller responsible | Lawyer |
| Tax, GST and duty | Advice from your own accountant | These can change the real cost | Accountant |
If the premises are in a flood or coastal hazard area, check what that means for insurance and the lease.
Ask for a full 12 months of takings, not a busy season, and match them against bank statements and lodged tax returns. That is the check we recommend, and we make the contract conditional on it. Your accountant, not your lawyer, tells you what the figures mean and what the business is worth.
The Personal Property Securities Register (PPSR) records security interests over things like equipment, vehicles and stock. Search it, and make the contract require the seller to have any registered interest released at settlement. Otherwise the financier may still be able to take the item after you have paid for it. Also check what is rented, not owned, such as a coffee machine or EFTPOS terminal.
If staff move across with the business, their past service can count. For long service leave, Queensland law generally treats an employee’s service with the seller as service with you when they move across because the business is transferred. After 10 years’ continuous service, an employee is generally entitled to 8.6667 weeks’ long service leave. Ask for every employee’s start date, pay, award and leave balances, and make the contract say who pays which entitlements.
Do not assume licences come with the business. Some can be transferred and some cannot, so list every licence the business holds and check each one early. A liquor licence, for example, can be transferred only by the Commissioner for Liquor and Gaming, usually on a joint application by the licensee and the buyer, and only to someone who could be granted the licence. You also take on any orders against it that have not been met.
That is under the Liquor Act 1992 (Qld) ss 113, 115. In listed cases, such as an eviction, the owner, lessee or mortgagee of the premises can apply instead (s 113(1)(b)).
Supplier, customer and equipment contracts may need the other party’s consent to transfer. Ask about claims, complaints, council or regulator notices and workplace health and safety issues. The contract can make the seller responsible for problems from before settlement, through warranties (promises about the business) and indemnities (promises to cover a loss).
Most leases need the landlord’s consent before they can be assigned to you. Your seller asks for it. The landlord must not unreasonably withhold consent and must decide within 1 month of getting full details, unless the seller and landlord agree to more time (Property Law Act 2023). Once assigned, you are generally bound by the lease as the seller was. A retail shop lease adds disclosure steps, and you must give the landlord legal and financial advice reports first, unless you lease 5 or more retail shops.
The consent rules are in Property Law Act 2023 (Qld) s 142. The landlord can ask for more information, and the seller can apply to court over an unreasonable refusal or condition, or no decision in time (s 142(4), (8)). The rules apply despite anything in the lease, including to assignments of older leases (ss 142(11), 255(1)).
Why “most leases”. Unless a lease says otherwise, it includes the Act’s standard terms, and standard term 5 requires the landlord’s written consent to assign, not to be unreasonably withheld (s 139; schedule 1, clause 5). Ask your lawyer whether those terms reach a lease signed before 1 August 2025.
You take the lease as it stands, bound by each term as the seller was, with limited exceptions (s 143(2), (4)). Read it all before you sign the business contract: see what to check before you sign a lease.
Make consent a condition. Landlord consent to assignment is the step that most often delays settlement, so make the contract conditional on it, with a date that allows for the landlord’s month.
A leasehold business trades from rented premises: you buy the business, not the building. The lease, not the listing, decides how long you can stay, the rent and the permitted use. Check the years left, any options to renew and the dates for using them.
The Retail Shop Leases Act 1994 (Qld) adds these steps, though not every shop lease is covered (a shop over 1,000 square metres is excluded, for example: s 5A). Under this Act, an assignment is “entered into” when the landlord consents (schedule).
A major lessee is a tenant of 5 or more retail shops in Australia (schedule). What the landlord can charge for an assignment, and what the seller can do if the landlord stalls, is in our guide to assigning a commercial lease.
SAV means stock at valuation. A price of “$200,000 plus SAV” does not include stock. The stock is counted near settlement and its value is added to the price. WIWO means walk in, walk out: the price includes the business as it stands, stock included. Neither is a legal term. What you pay depends on what the contract says, so check how stock is counted, how it is valued, what is excluded, and whether there is a cap.
The count is usually a stocktake just before settlement. (“Plus savings” is “plus SAV” misheard.) Check the contract says who counts the stock and when, how it is valued (for example at cost), what is excluded (such as old or damaged stock), any minimum or maximum, and how a dispute about the count is settled.
For example (a made-up case): a takeaway listed at “$180,000 plus SAV” has saleable stock valued at $9,500 at cost, so you pay $189,500 before settlement adjustments. A stock cap of $8,000 would limit the stock price to $8,000.
Tell your lender early: your finance may need to cover the stock too.
The price includes everything in the business on the day, stock too. Stock can run down before settlement, so ask what level the seller will leave and have the contract set a minimum.
In Queensland, many small-business sales use the REIQ business sale contract, a standard form. A standard form still needs checking. Make sure it lists what you are buying, sets the price split and how stock is paid for, and names the buying entity. Check the deposit and who holds it. Most importantly, check the conditions: finance, due diligence, the landlord’s consent and licence transfers, each with a date. Once those dates pass, you are usually locked in.
Also check when the deposit is refundable, the length of the due diligence period (no law sets it), the training or handover period, which staff transfer and who pays their entitlements, the settlement date and adjustments (rent, outgoings, utilities), and what the seller promises about the business (warranties). Do not assume there is a cooling-off period (see the FAQs).
Restraint of trade. A restraint stops the seller from running a competing business nearby for a set time. Whether a court will enforce one depends on whether it is reasonable to protect the goodwill you are buying, so have its area and length checked.
Tax can change what the business really costs you, so involve your accountant before you sign. Ask about GST, including whether the sale can be treated as the supply of a going concern, how the price should be split between goodwill, plant and stock, and whether transfer duty applies. The contract then needs to deal with GST and duty clearly.
Take duty and tax questions to your accountant, the Australian Taxation Office or the Queensland Revenue Office. We do not give tax or financial advice.
For most business purchases, the law does not make you use a lawyer. But if the business trades from a retail shop lease, you must give the landlord a legal advice report signed by a lawyer before the lease is assigned to you, unless you lease 5 or more retail shops. Beyond that, a lawyer checks the contract, the lease, the searches and the conditions before you are committed, which is when changes are still possible.
That rule is in the Retail Shop Leases Act 1994 (Qld) s 22D(2). Business Queensland also says to consult your advisers before signing any agreement.
It depends on the business, whether it is an asset or share sale, whether there is a retail shop lease (and so a legal advice report), the staff and licences, how much the contract needs negotiating, and the timeframe. Ask for a quote before you instruct a lawyer.
If you have a business sale contract or an offer to sign, call Catton Roderick Lawyers on 1300 673 792 before you sign it.
At settlement you pay the balance, and the seller hands over the assets, keys, records, passwords and the assigned lease. Before then, arrange your own registrations, insurance and licences, and plan the handover period the contract allows. After settlement, tell suppliers, customers and the bank, and keep the seller to any training and restraint it agreed to.
You need your own ABN, and the business name registered to you. Business Queensland notes that a sole trader cannot transfer an ABN.
There is no set time in law. Your contract sets the due diligence period, so agree on one long enough to get the records and advice you need. If you need more time, ask for an extension in writing before the date passes.
Queensland’s 5 business day statutory cooling-off period is for contracts to buy residential property (Property Occupations Act 2014 (Qld) ss 160, 166). Do not assume a contract to buy a business gives you one. Make it conditional on due diligence, finance and the lease before you sign.
If the lease needs the landlord’s consent, the landlord must not unreasonably withhold it. It must decide within 1 month of getting full details, unless the seller and landlord agree to more time, and give reasons for any refusal or conditions (Property Law Act 2023 (Qld) s 142). Make the business contract conditional on consent. See our guide to assigning a commercial lease.
If the employee moves across because the business is transferred, Queensland law generally counts their service with the seller as service with you for long service leave (Industrial Relations Act 2016 (Qld) ss 94, 132). Ask for their start dates and leave balances, and agree in the contract who pays for what.
It depends on how the sale is set up. Some sales can be treated as the GST-free supply of a going concern, but only if the conditions are met. Ask your accountant before you sign, and make sure the contract deals with GST.
To have a business sale contract or lease checked before you commit, call Catton Roderick Lawyers on 1300 673 792 or email info@cattonroderick.com.au. Dr Darren Catton, the firm’s principal, handles our business purchase and sale work. His doctoral research (SJD, QUT, 2017) was on retail lease legislation, and he is a member of the Queensland Law Society Property Law Committee. We see clients at our Caboolture office (Unit 3, 9 East Street) and our Redcliffe office (First Floor, Cominos Arcade, 133 Redcliffe Parade), and in Brisbane and Birtinya (Sunshine Coast) by appointment.
You can also send us an enquiry through our contact page.
This page is general information about Queensland law as at 27 September 2026. It is not legal advice about your situation. Time limits apply, so please get advice about your own circumstances.
Last reviewed: 27 September 2026
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