Legal Project Management Plan & Checklist
Purpose of this Guide: Practitioner roadmap for acting for the Vendor in a Queensland business sale. Covers the full lifecycle from client intake through contractual formulation, pre-contractual retail lease disclosure under the ***Retail Shop Leases Act 1994 (Qld)***, employee entitlement transfer mechanics under the ***Fair Work Act 2009 (Cth)***, ATO Foreign Resident Capital Gains Withholding (FRCGW) compliance (January 2025 changes), QRO duty lodgement under the ***Duties Act 2001 (Qld)***, PPSR cleansing, and post-settlement regulatory filings. Access the Queensland Revenue Office and Queensland Legislation Registry for current forms.
Jurisdiction: Queensland, Australia. Primary frameworks: ***Retail Shop Leases Act 1994 (Qld)***, ***Duties Act 2001 (Qld)***, ******, *** (Qld)***, ***Personal Property Securities Act 2009 (Cth)***, and the FRCGW regime under ***Schedule 1, Taxation Administration Act 1953 (Cth)***.
Critical 2025 Legislative Update: From 1 January 2025, the FRCGW threshold was reduced to $0 (previously $750,000) and the withholding rate increased to 15%. Every vendor of a business with a lease component must obtain an ATO Clearance Certificate and provide it to the purchaser on or before settlement. Apply via ato.gov.au/clearancecertificate. Verify current guidelines on the official Queensland Legislation.
The Process at a Glance: - Stage 1: Intake, conflict check, RSLA assessment, FRCGW advice - Stage 2: Draft BSA, calculate employee entitlement adjustments, lodge with QRO within 30 days - Stage 3: Serve RSLA disclosure forms (Form 9/15/7) within strict 7-day lead times - Stage 4: ATO clearance certificate, PPSR searches, licence transfers - Stage 5: Stocktake, settlement statement, attend settlement - Stage 6: QRO post-settlement, TMR vehicle transfers, employee records transfer Verify current guidelines on the official Queensland Legislation. Access services via the Queensland Courts.
* Disclaimer: We're nobody's lawyer, because we aren't lawyers. You are, so you know better than to take legal advice from an app. We also aren't accountants or dog trainers - just digital spirit guides taking zero liability for any of this. This site exists to gather the collective knowledge of practitioners like you. Verify everything and submit your feedback on the Business Sale (Vendor) matter plan to improve the playbook. THIS IS NOT LEGAL ADVICE, it's a request for input.
This legal matter plan provides a structured workflow for COMMERCIAL cases, outlining the standard TRANSACTIONAL process. Utilize these tracking templates to manage your legal cases efficiently.
Confirm the retainer and establish the full compliance matrix.
Verify all prerequisite documentation has been obtained, cross-reference against the statutory requirements for this matter type, and confirm compliance with practice direction protocols.
Prepare the relevant forms and supporting materials required under the applicable legislation, ensuring all mandatory fields are completed and all attachments are properly certified.
Draft and dispatch formal correspondence addressing the procedural requirements at this stage, including any required notices, requests for information, or proposals for resolution.
GST going concern election: Both vendor and purchaser must be registered for GST. The supply must include all things necessary to continue the enterprise. Both parties must agree in writing (s.38-325 A New Tax System (Goods and Services Tax) Act 1999).
Finalise the terms of sale and execute the BSA.
Coordinate the collection and review of all financial documentation required for disclosure, including statements, valuations, and supporting schedules as mandated by the rules.
Discharge all pre-contractual retail lease disclosure obligations.
Verify all prerequisite documentation has been obtained, cross-reference against the statutory requirements for this matter type, and confirm compliance with practice direction protocols.
Conduct a thorough review of all filed materials to ensure compliance with court requirements, verify service obligations have been met, and prepare for the next procedural milestone.
Fair Work Act 2009 (Cth), ss.87 (annual leave), 95 (personal leave), 311-317 (transfer of business).
Industrial Relations Act 2016 (Qld), ss.59A, 63 (LSL - casual employees).
Mandatory vs Optional recognition under s.311 FWA:
Employee records retention: Minimum 7 years under Fair Work Regulations 2009 (Cth), reg.3.44.
The 70% adjustment rate reflects the tax-deductibility of future leave payouts. Parties can negotiate this percentage.
Assess the strategic considerations for interim applications, prepare supporting evidence, and draft the necessary documentation for urgent or time-sensitive relief sought.
Retail Shop Leases Act 1994 (Qld), s.22B.
s.50A provides the assignor with a FULL STATUTORY RELEASE from all lease liabilities (including guarantor obligations) upon successful completion of the assignment, PROVIDED Form 9 was correctly served within the mandatory timeframe.
If the disclosure timeline is missed, the s.50A release is PERMANENTLY COMPROMISED. The vendor and guarantors remain liable if the purchaser subsequently defaults.
Prepare the relevant forms and supporting materials required under the applicable legislation, ensuring all mandatory fields are completed and all attachments are properly certified.
Draft and dispatch formal correspondence addressing the procedural requirements at this stage, including any required notices, requests for information, or proposals for resolution.
Retail Shop Leases Act 1994 (Qld), s.22C and s.50A.
s.50A effect: Upon completion of the lease assignment, the assignor and all guarantors are AUTOMATICALLY released from all liabilities under the lease.
This statutory release is ONLY available if Form 9 was served at least 7 days before the earlier of contract execution or lessor consent request.