Legal Project Management Plan & Checklist
Purpose of this Guide: Open this plan when your client is the vendor in a Queensland business sale transaction - that is, they are selling their operating business as a going concern. Use this plan from initial client intake through to post-settlement regulatory filings. This parent plan covers the full lifecycle of a standard business sale. Two forks address specific situations: one for businesses that have a retail shop lease requiring disclosure under the Retail Shop Leases Act 1994 (Qld), and one for foreign resident vendors subject to the Foreign Resident Capital Gains Withholding regime.
Jurisdiction: Queensland, Australia. The Business Sale Agreement is governed by Queensland contract law. Additional frameworks include the Retail Shop Leases Act 1994 (Qld) for applicable leases, the Duties Act 2001 (Qld) for transfer duty lodged with the Queensland Revenue Office, the Fair Work Act 2009 (Cth) and Industrial Relations Act 2016 (Qld) for employee entitlement transfers, the Personal Property Securities Act 2009 (Cth) for PPSR cleansing, and the FRCGW regime for applicable vendors. Two forks are available from this plan.
Use this fork when the business being sold operates from premises that is a retail shop lease governed by the Retail Shop Leases Act 1994 (Qld). The key triggers for RSLA coverage are that the premises is 1,000 square metres or less in floor area and located in a retail precinct where more than 25% of the total lettable area is used for retail purposes. Failure to comply with the mandatory disclosure obligations under s 22B permanently compromises the vendor's right to a statutory release from ongoing lease obligations after assignment under s 50A.
Use this fork when the vendor of the business is a foreign resident for Australian tax purposes. From 1 January 2025, the Foreign Resident Capital Gains Withholding threshold was reduced to $0 (previously $750,000) and the withholding rate increased to 15%. A foreign resident vendor cannot obtain an ATO Clearance Certificate - that mechanism is reserved for Australian residents. Instead, a foreign resident must apply to the ATO for a FRCGW Variation to reduce the withholding amount from the headline 15% rate.
The Process at a Glance: The process begins with a conflict check, client intake, and RSLA assessment to determine whether the business premises is a retail shop lease requiring mandatory disclosure. Pre-contractual FRCGW advice is given based on whether the vendor is an Australian resident or foreign tax resident. The Business Sale Agreement is then drafted covering purchase price, stock adjustments, employee entitlement adjustments, and lease assignment terms. Transfer duty is calculated and the transaction lodged with the Queensland Revenue Office within 30 days of signing. If the premises is a retail shop, the RSLA disclosure forms must be served within their strict 7-day lead times before key events in the lease assignment process. The vendor applies to the ATO for a Clearance Certificate (Australian residents) or a Withholding Variation (foreign residents). PPSR searches are conducted and security interests that will not survive the sale are discharged. Licences, permits, and council approvals are identified for transfer. A stocktake is conducted close to settlement. A settlement statement is prepared, the parties attend settlement, and post-settlement regulatory filings are completed including QRO duty, TMR vehicle transfers, and employee records.
Key Legislation and Case Law: Retail Shop Leases Act 1994 (Qld) - s 22B (assignor disclosure obligations - Form 9 must be served at least 7 days before the lessor is asked to consent or the contract is signed), s 50A (vendor's statutory release from lease obligations after assignment - only available if s 22B disclosure is complied with). Duties Act 2001 (Qld) - dutiable transactions and 30-day lodgement requirement. Fair Work Act 2009 (Cth) - employee entitlement transfer on business sale (National Employment Standards). Personal Property Securities Act 2009 (Cth) - PPSR registered security interests that are not discharged before settlement may survive the sale and bind the purchaser. FRCGW: from 1 January 2025, the withholding threshold is $0 (previously $750,000) and the withholding rate is 15%. Australian resident vendors must provide an ATO Clearance Certificate to the purchaser before settlement via ato.gov.au/clearancecertificate. Foreign resident vendors must apply for a FRCGW Variation under Schedule 1, Taxation Administration Act 1953 (Cth) s 14-235.
* 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.
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Finalise the terms of sale and execute the BSA.
Discharge all pre-contractual retail lease disclosure obligations.
Make the contract unconditional and prepare for settlement.
Successfully settle and transfer ownership.
Complete all mandatory post-settlement regulatory filings.