Buying a small business, what checks should we make before signing?
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Buying a small business, what checks should we make before signing?

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04.07.2026

We are about to buy a small cafe business and the seller wants a quick deal. The financials look reasonable but we have limited experience of acquisitions. What legal due diligence should we do, and what should the sale agreement protect us against?

Site Administration 07.07.2026
reply date: 07.07.2026

Due diligence should be proportionate but thorough. Confirm what is actually being sold, whether it is the assets or the shares in the company, since this affects liabilities you inherit. Review the lease and its assignment rights, employment agreements and accrued leave, equipment ownership and security interests on the Personal Property Securities Register, licences and permits, supplier contracts, tax compliance and any disputes. Ask for financial records supported by tax returns and bank statements. The sale and purchase agreement should include warranties about the accuracy of the information given, indemnities for undisclosed liabilities, a restraint of trade on the seller to protect the goodwill, a proper apportionment of the price and conditions such as landlord consent and satisfactory due diligence. Have a lawyer draft or review it.

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