Yes, the same business sale agreement works in Queensland, Victoria and WA. The contract itself doesn't change at the border: it still has to identify the parties, the assets, the price and the completion date. What changes is everything around it. That means how much duty the buyer pays, whether Victoria's section 52 statement applies, and what has to happen before the landlord will let the shop lease pass to the buyer. Get those three right for your state and the rest of the agreement is familiar ground.
Selling or buying in any state? Our business sale agreement template covers all of them →
01 Does a business sale agreement need to be state-specific?
Not the document itself. Business sales are governed by ordinary contract law, which is much the same across Australia, and none of the three states prescribes a form you must use. A well-drafted agreement just needs to name the state whose law governs it and deal with the handful of local rules below.
What's the same in every state
Whatever the state, a business sale agreement usually covers:
- the seller and the buyer;
- what's being sold: goodwill, plant and equipment, business name, IP, customer lists, contracts;
- the price, how it's split between those assets, and the deposit;
- GST, including whether the sale is GST-free as a going concern;
- stock, usually counted and valued on completion;
- employees: who is kept on and how their leave entitlements are handled;
- the seller's warranties about the business and its records;
- a restraint of trade stopping the seller from setting up nearby;
- conditions such as finance, due diligence and the landlord's consent to the lease;
- completion: the date, the handover and what each side delivers.
What changes from state to state
- Duty. Queensland and WA charge duty on goodwill and other business assets. Victoria doesn't, unless land is part of the deal.
- Disclosure. Victoria requires a section 52 statement for smaller sales. Queensland and WA have no general equivalent.
- The shop lease. Each state has its own retail lease law, with its own steps for getting the landlord's consent to an assignment.
- Governing law. The agreement should say which state's law applies, normally the state where the business operates.
02 Business sale agreement in Queensland
If you've been searching for a business sale contract for QLD, you've probably come across the REIQ form. It's the industry-standard contract that Queensland business brokers use for leasehold business sales. It's common, but you don't have to use it.
What are the requirements for a contract of sale of a business in Queensland?
There's no prescribed form. Any written agreement signed by both parties will do, as long as it clearly describes the business, the assets and the terms. Queensland has no general disclosure statement like Victoria's section 52. Two local rules still shape the contract: transfer duty and, if the business trades from a shop, the retail lease disclosure steps.
Transfer duty on goodwill and business assets
Queensland still charges transfer duty on business assets. That includes goodwill, IP, business names and statutory licences, as well as equipment sold with them. Duty is worked out on a sliding scale, and the buyer pays it. The Queensland Revenue Office points out that goodwill can make a sale dutiable even if the contract never mentions it. So set out in the agreement how the price is split between the assets. If the business is sold to a related party, the QRO also expects an independent valuation of the assets and an accountant's valuation of the goodwill.
Assigning a retail shop lease
Under the Retail Shop Leases Act 1994, the seller must give the buyer an assignor disclosure statement and a copy of the current lease at least 7 days before the buyer signs the business sale contract. If the landlord's consent is sought earlier, the 7 days run from that date instead. The buyer can waive the waiting period in writing, but only in the way the Act allows. The approved forms are on the Queensland Small Business Commissioner website. In practice, this means the disclosure has to be done before the contract is signed, not left until settlement.
03 Business sale agreement in Victoria
Victoria is the state where a business sale agreement most often goes wrong on paperwork rather than price. The reason is the section 52 statement.
New heading
What are the requirements for a business sale contract in Victoria?
There's no prescribed contract. Consumer Affairs Victoria confirms the old prescribed form for business sales no longer applies. Law Institute and REIV contracts are widely used, but you can use your own. The contract becomes binding once both parties have signed it. Before that point, though, a smaller sale needs a section 52 statement.
The section 52 statement
Under section 52 of the Estate Agents Act 1980, the seller of a small business must give the buyer a statement in the prescribed form before the buyer signs or pays a deposit. It applies to sales at a price up to $450,000, measured on the goodwill, plant, equipment and fittings (not stock). The statement sets out how the business has traded over the last two years, plus the current year up to the latest quarter. It's usually prepared with the seller's accountant.
If the statement isn't given, the buyer can have the contract voided. The seller can't contract out of this obligation. There's no mandatory cooling-off period for a business sale in Victoria, though standard contracts often include a cooling-off condition that the parties can keH3ep, change or remove.
Stamp duty
Victoria doesn't charge duty on goodwill or other business assets. Duty only comes into it if land is part of the sale. That makes the split of the price between assets less critical for duty in Victoria than in Queensland or WA, although your accountant will still want it for tax.
Assigning a retail lease
Under the Retail Leases Act 2003, a landlord can refuse consent to an assignment only on the grounds set out in section 60, such as the buyer lacking the finances or experience to meet the lease obligations. Before asking for consent, the seller must give the buyer the landlord's disclosure statement and details of any changes since it was issued. Where the business will keep trading from the premises, the seller also gives the landlord and the buyer a separate disclosure statement in the prescribed form. If the landlord doesn't respond within 28 days of a proper request, section 61 treats it as having consented.
04 Business sale agreement in Western Australia
WA has no prescribed contract and no section 52 equivalent. What sets a WA business sale agreement apart is duty. After the price itself, it's often the buyer's biggest cost.
Duty on goodwill, licences and equipment
A WA business asset is dutiable property. Under WA's rules, that covers goodwill, IP, business licences, restraint of trade arrangements, and client lists and rent rolls. Plant and equipment become dutiable when they're sold along with those assets. Stock-in-trade is left out of the dutiable value, and so are licensed vehicles, which pay vehicle licence duty separately. There's a concessional rate for smaller transactions. The WA business assets fact sheet sets out the detail.
For the agreement, this means one thing: allocate the price. If the contract shows $150,000 for goodwill and equipment and $30,000 for stock, duty is assessed on the $150,000. A single lump-sum price makes that split much harder to prove.
Assigning a retail shop lease
Under the Commercial Tenancy (Retail Shops) Agreements Act 1985, a retail tenant has the right to assign the lease, and the landlord can only refuse consent on reasonable grounds. If the landlord doesn't reply within 28 days of a proper written request, it's taken to have consented (section 10). Once the lease is assigned, the seller and any guarantor generally stop being liable for the new tenant's rent.
05 QLD vs Victoria vs WA at a glance
| Queensland | Victoria | Western Australia | |
|---|---|---|---|
| Duty on good will | Yes | No | Yes |
| Mandatory Seller Disclosure | No, general statement | Section 52 statement (up to $450,000) | No |
| Prescribed contract | No (REIQ form common) | No | No |
| Cooling-off period | Not by law | Not by law | Not by law |
| Retail Lease Law | Retail Shop Leases Act 1984 | Retail Leases Act 2003 | Commercial Tenancy Agreements Act 1985 |
| Key lease step | Assignor disclosure 7 days before | Disclosure before seeking consent | Consent's cannot be unreasonably refused |
NSW, South Australia, Tasmania, the ACT and the NT don't charge duty on goodwill either, although land in the deal is still dutiable. Our template works in every state and territory.
06 Who draws up the contract for a business sale?
Usually the seller's side prepares the first draft, and the buyer's side reviews and marks it up. If a business broker is involved, the broker often fills in a standard form such as the REIQ contract in Queensland. Nothing stops either party from drafting it, though, and in smaller private sales the parties often work from a template together.
Drafting first is worth more than it looks. The first draft sets the structure, the warranties and the default positions, and the other side then has to argue each change. A seller who starts from a solid draft usually spends less time, and less money, negotiating. Our business sale agreement template gives you that starting draft, with the state-specific points above built in.
Other documents you'll need to sell a business:
- A confidentiality agreement before you share your figures with a buyer;
- A commercial lease agreement if the buyer takes a new lease instead of an assignment;
- Employment contracts for staff the buyer keeps on;
- An agreement for trademark assignment if the brand is registered.