In NZ, we can either encourage lawyers to draft a tailor-made agreement or use a standard contract for small businesses called the « sale and purchase agreement of a business. » It is produced by the Auckland District Law Society (ADLS) and REINZ and is based on the experience of commercial lawyers who sell businesses. It is updated from time to time, with the « Fourth Edition 2008 (3) » being the most up-to-date at the time of writing. Before you open your company`s books due diligence, you want a signed contract for the sale of the business. This is called a « sales and sale contract » or « sales contract » or « sales contract » and various derivatives of it. You found a buyer, you qualified him in advance to determine that he has the resources and financial skills to buy the business, and not just tires hits or try to get confidential information. The first page, 17 clauses and three schedules generally apply to most contracts for the sale and purchase of a business, so are put into the body of the standard agreement. However, no business sale is exactly the same, so you need special additional clauses from time to time to cover certain circumstances. The good news is that the Auckland Law Society and REINZ have drawn up a list of 73 clauses covering most of these situations. For situations outside of that, your lawyer, or perhaps your broker, would create a clause. The buyer will often involve a business through which he can act after the purchase of the business. Thus, their names are used with the decisive phrase « and/or nominee, » so that buyers can then name their newly created company as a buyer (through their lawyer or accountant). If they forget or do not name another party, they conclude the purchase under their own name.
The date remains blank until all parties have signed the agreement. This ensures that the seller abandons the trade name to allow the buyer to use it. If the name of the business is identical to the trademark, the buyer would ask to change the name and be able to use it in accordance with paragraph 57. 2.0 Caution 2.1 The buyer must pay the down payment to the seller or seller`s representative immediately after the execution of this Contract by both parties or on another date indicated in this Agreement, time being essential for each of these periods. Some companies are sold (in whole or in part) as shareholder capital, as a shareholding (instead of ownership of certain assets) of the ownership of the business. If you have a down payment and the buyer violates the contract, z.B. by unilaterally « terminating » the contract, you may be able to keep the deposit through legal action.