Can a company simply ignore its own constitution?
- 27.07.2026
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?
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.
This website uses cookies to personalize content and advertising messages, collect analytics, and for other purposes. You can read our cookie policy. If you agree to the use of cookies, click "Accept".