Define the proposed business purchase

Tell the lawyer whether the proposal describes assets, shares, a franchise or another arrangement. List the buyer and seller named in the documents, the trading name, premises and intended completion date. If you are uncertain about the structure, flag that as the first question.

Provide any signed offer, heads of agreement, confidentiality document or deposit terms. Ask what commitments may already exist before taking another step. Do not assume that a document labelled ‘preliminary’ is harmless or that a deposit can automatically be recovered.

Build a questions-and-documents register

Group the records by what the business depends on: premises, staff, key customers, suppliers, licences, intellectual property and equipment. For each group, record the documents available, unanswered questions and who will assess them. Mark unavailable material as missing rather than assuming it is unimportant.

For example, a strong sales figure does not answer whether a key customer contract can continue after the sale. A premises inspection does not establish that a lease transfer is available. These are prompts for professional enquiry, not conclusions about what the seller must provide.

  • Premises: lease, amendments and proposed transfer arrangements.
  • Operations: material contracts, equipment records and relevant licences.
  • People: employment information requested through an appropriate process.
  • Intellectual property: who owns the name, website and other important assets?

Allocate legal, financial and operational reviews

The Australian Government’s business buying guide identifies due diligence as part of assessing an existing business. Use that overview to organise enquiries, then ask each adviser to identify their own scope. A legal review does not substitute for an accountant’s assessment of financial information or your own investigation of operations.

Ask the lawyer whether the engagement includes searches, contract negotiation, lease work, consent requirements and completion. Establish which work is a separate charge, what assumptions the estimate relies on and what happens if the proposed transaction changes.

Reference: Australian Government: buy an existing business ↗

Ask for a decision-ready first report

Request findings that distinguish a confirmed problem, a missing document and a question for another adviser. Ask which points require a decision before signing or completion, who will obtain missing information and how the proposed contract addresses the agreed outcome.

A useful report should help you understand what is known and what remains unresolved. It cannot remove every commercial risk. Record the follow-up work you authorise and confirm responsibility for the next transaction step instead of assuming all advisers are coordinating it automatically.