Agreement for the sale and purchase of a business
Will is • 18 March 2022

If you are thinking about selling or purchasing a business, an agreement for the sale and purchase of the business assets and goodwill will generally be required.



Prior to entering into an agreement the parties will need to negotiate the terms of the sale carefully, including the purchase price (broken down for the goodwill, tangible assets and stock (if applicable)), the deposit payable, the settlement date, the vendor’s assistance period post settlement date and whether a restraint of trade will apply to the vendor, and if so the terms of that restraint, and to agree on a list of the assets which are to be included in the sale.


Once the general terms have been agreed, there will be additional information that will need to be included in the agreement, such as the vendor turnover, warranty figures, details of the lease (if applicable), and any conditions to the agreement that the parties (usually the purchaser) need to satisfy before the sale can proceed. These conditions to the agreement may include matters such as the purchaser arranging enough finance to complete the purchase, undertaking and being satisfied with a due diligence investigation into the business, approving the lease for the business premises and obtaining the landlord’s consent to the assignment of the lease to the purchaser.


For larger businesses a bespoke agreement may be required to be drafted by a lawyer, however for smaller businesses the form generally used is the agreement produced by the Auckland District Law Society. As every business is different and operates in its own way, even when the standard agreement has been used there will usually need to be additional and specific clauses added. Some examples are as follows:

Provision for employees;


  • Requirement for continued or new supplier or distribution agreements;
  • Franchisor approval where the business being sold is a franchise;
  • Requirement for liquor licence to be obtained if the business sells alcohol;
  • Ownership of the trading name and intellectual property provisions;
  • Additional vendor warranties if appropriate; and
  • Vendor finance provisions if required.


There are several considerations to take into account and it is important that the agreement is drafted so as to accurately represent the transaction and protect the parties where possible. Whether you are a potential vendor or purchaser, you will require legal advice from a lawyer and professional advice from an accountant when entering into an agreement for the sale and purchase of a business, and the commercial and property law team at Willis Legal would be happy to assist you with this.

Join our Newsletter

Stay tuned

Contact Us

"Custody" isn't actually a legal word in NZ anymore - here's what we say instead

20 September 2026
He taonga to mokopuna, kia whāngaia, kia tipu, kia rea - a child is a treasure, to be nurtured, to grow, to flourish. A common thing we hear from clients is "I want custody of my children." While most people understand what "custody" means, the reality is that custody is no longer a legal term used in New Zealand family law. In fact, the term was removed from our legislation more than 20 years ago. So, what changed? The Care of Children Act 2004 replaced the old concepts of "custody" and "access" with language that focuses more directly on children's needs and parental responsibilities. Instead of talking about custody, the Family Court now talks about: Day-to-day care (who the child lives with and who looks after them on a daily basis); and Contact (the time a child spends with a parent or other important person when they are not in that person's care). The change was intentional. The law moved away from language that can sound like a child is something to be "owned" or "won" by one parent. What does "day-to-day care" mean? Day-to-day care refers to the practical care of a child, including: Where the child lives; Their daily routine; School attendance; Meals, bedtime, and general supervision; and The everyday decisions involved in raising them. A parent can have: Sole day-to-day care; or Shared day-to-day care arrangements. There is no legal presumption that one parent should have day-to-day care over the other. The Court's focus is always on what is in the child's welfare and best interests. What about "contact"? What many people previously called "access" is now referred to as contact . Contact can take many forms, including: Weekend visits; School holiday time; Telephone calls; Video calls; Supervised contact; or Other arrangements that allow a child to maintain a relationship with an important person. The Court recognises that children generally benefit from having ongoing relationships with both parents, provided doing so is safe and in their best interests. Does this mean I can't say "custody"? Not at all. Many people still use terms like "custody," "shared custody," and "access" in everyday conversation, and most lawyers will understand exactly what you mean. However, if you're involved in Family Court proceedings, you'll hear terms such as: Day-to-day care Contact Guardianship Parenting orders These are the legal concepts that will appear in Court documents and orders. Why does the language matter? The shift away from "custody" reflects a broader change in how New Zealand family law views parenting after separation. Rather than focusing on which parent "gets" the child, the law focuses on: The child's welfare and best interests; Maintaining important relationships; Encouraging parents to work together where possible; and Ensuring children are protected from harm. Ultimately, Family Court decisions are not about determining a "winner" and a "loser." They are about creating arrangements that best support the child's wellbeing. As family lawyers , we offer advice, guidance and representation in family law matters, if you would like assistance or to talk to someone, contact us today. Written by: Eva Leutele
A designed graphic with a photo of Casey Hucker, and her name on a black background with red and white text

Spotlight on Casey Hucker | Property Lawyer

14 September 2026
Meet Casey Hucker, Property Law Partner at Willis Legal, dedicated to guiding clients through property law. Contact us for expert legal assistance today!
Close-up of a man's hands typing on a laptop

Risks of DIY legal documents drafted by AI

8 September 2026
The age of AI is rapidly changing many aspects of our lives, however, AI has perils for lay people using it to draft legal documents or obtain legal advice.
Show More