Contract of sale when selling a Business in Victoria – What Documentation is Required?

A contract of sale agreement is a binding document signed by both the Vendor and the buyer. It is prescribed by the Estate Agents (Contracts) Regulations 2008 known as a ‘standard form contract’ which is typically used in most sales of a small business in Victoria. Although it is not compulsory to use, this standard contract is a widely accepted practice.


Contract of Sale contains the following:

1. Business name and description
2. Vendor’s Details
3. Purchaser’s Details
4. Covenators (e.g. a director(s) of the Vendor or Shareholder(s) of the Vendor
5. Purchase Price
6. Deposit
7. Balance of Purchase Price
8. Purchase Price apportionment – Assets, Goodwill etc
9. Stock Valuer – if applicable
10. Assistance Period (number of days before and after completion
11. Restraints (e.g. any restrictions of trade after sale) – and restraint periods
12. Conditions: e.g. subject to finance
13. Employees: The sale may be conditional to keep certain employees, if so they need to be names.
14. Premises Lease Details (details of the lessor, registration number, expiry and options remaining)
15. Motor Vehicles – Details including registration, make, model and any encumbrances being transferred to the purchaser.
16. Leased Equipment – Particulars of lessor, make, model, remainder owning and duration of lease
17. Hired Equipment – particulars of hire agreements and the terms
18. Intellectual Property Rights – Description and details of any licences, including term and ongoing fees etc.
19. Business Contracts and Arrangements – Particulars of other party, key terms and duration
20. Excluded Assets – Particulars of any assets not being transferred with the business