Settlement Day Checklist: Buying a Business in Australia (Free Download)

The Complete Settlement Day Checklist: Buying a Business in Australia

Use this checklist sequentially. Share it with your solicitor and accountant before settlement week — they should be doing most of the heavy lifting, but you need to know what's happening and when.

---

Phase 1: One Week Before Settlement

Finance and Funding

• Formal finance approval letter received from lender (not just verbal confirmation)
• Settlement funds confirmed available and accessible by settlement date
• If vendor finance is involved, confirm vendor finance agreement is signed and documented
• Confirm any government grants or state-based incentives are approved and disbursement timing understood

Legal Documents

• Confirm with solicitor that SPA (Sale and Purchase Agreement) is fully executed by both parties
• Review settlement statement prepared by vendor's solicitor — check purchase price, adjustments, deposits, and any holdbacks
• Confirm all conditions in the SPA have been satisfied or formally waived
• Review any restraint-of-trade and non-compete clauses — confirm geographic scope, duration, and enforceability
• Confirm disclosure schedule is complete — vendor has disclosed all material facts as required

Lease and Premises

• Confirm landlord has provided written consent to lease assignment (not just verbal)
• Review new lease terms if renegotiated — compare to existing lease terms item by item
• Confirm bond/security deposit arrangements — who holds it, what transfers to you
• If subleases exist, confirm all head lease and sublease assignments are documented

Licences and Registrations

• Identify all licences required to operate the business (contractor's licence, trade licences, food handling, etc.)
• Confirm which licences are transferable vs. require new application in your name
• For non-transferable licences: confirm new application submitted and timeline to approval
• State fair trading notifications lodged where required (varies by state — NSW Fair Trading, Consumer Affairs Victoria, QLD OFT, etc.)
• Confirm vehicle registrations are in process of transfer (or have been transferred)
• ABN: confirm whether you're retaining existing ABN or registering new one — each has implications
• Business name registration: confirm ASIC transfer or new registration as appropriate

Staff and HR

• Obtain final payroll reconciliation from vendor — all employee entitlements calculated to settlement date
• Confirm outstanding annual leave, long service leave, and personal leave balances for each employee
• Confirm superannuation is up to date — vendor should provide super fund statements to settlement date
• Review employment contracts — identify any that need to be novated or re-signed under new ownership
• Confirm any employee who is NOT transferring has received their redundancy/termination entitlements
• Confirm any restraint-of-trade clauses in existing employment contracts are enforceable and relevant to your situation

Suppliers and Accounts

• Identify all major supplier accounts — confirm which transfer to your entity and which need new applications
• For supplier accounts in vendor's personal name: confirm new account applications submitted
• Review any supplier contracts with change-of-control clauses — notify relevant suppliers in advance
• Confirm credit terms with key suppliers post-settlement (some may reset credit to COD on change of ownership)
• Utilities (electricity, gas, internet, phone): notify providers of change of ownership; arrange transfer or new accounts

Insurance

• Confirm public liability insurance policy in your entity name effective from settlement date
• Confirm workers compensation policy transferred or new policy in place for all employees
• Confirm professional indemnity insurance if applicable to the business type
• Confirm vehicle insurance for all business vehicles transferred or renewed in your name
• Review existing claims history — confirm no pending claims that will complicate insurance transfer

Tax and ATO

• Confirm GST treatment of the sale — confirm whether the transaction is a GST-free supply of a going concern
• If GST applies, confirm which party accounts for GST and on what component of the purchase price
• Confirm stamp duty obligations (if any) have been calculated and are included in settlement funds
• Advise ATO of change of business ownership (BAS obligations transfer to you from settlement date)
• If registering a new ABN, confirm GST registration is in place before you start trading

---

Phase 2: Day Before Settlement

• Call your solicitor — confirm settlement time, location, and any outstanding items
• Confirm settlement funds are cleared and accessible (not still in transit between accounts)
• Do a final walkthrough of the business premises — confirm condition matches the SPA
• Photograph and note condition of all major equipment and assets at final walkthrough
• Confirm the vendor will have all keys, access codes, passwords, and login credentials ready for handover
• Confirm vendor will provide a stock-take figure (if stock is included) and how adjustments will be calculated
• Check any software systems you'll take over — confirm login access is being transferred, not just provided
• Confirm banking: your business bank account is open, has correct signatories, and payment facilities are set up

---

Phase 3: Settlement Day

Morning: Pre-Settlement

• Contact solicitor to confirm settlement is proceeding as planned
• Confirm funds have been received by vendor's solicitor (your solicitor will confirm this)
• Review and sign any final documents your solicitor requires

At Settlement

• Settlement statement signed by both parties — confirm all adjustments are as agreed
• Receive and verify all keys — physical keys, security codes, alarm codes, gate remotes
• Receive all passwords and login credentials — bookkeeping software, point of sale, email accounts, social media
• Receive all physical records — customer files, supplier files, employee records, warranties, equipment manuals
• Confirm vendor bank account details are removed from any payment systems you're taking over
• Walk through the premises one final time with the vendor present

Cash and Banking

• Confirm any petty cash in the business has been reconciled and accounted for in the settlement statement
• Confirm any outstanding debtors — confirm who chases them and where the money is directed
• Confirm EFTPOS terminal is relinked to your merchant account (if retaining the device)
• Confirm any direct debit authorities are cancelled or re-authorised under your account

Communication

• Send introduction email/letter to key customers notifying them of change of ownership (pre-written and ready to send)
• Call (don't just email) your top three to five clients personally — same day where possible
• Notify key suppliers by phone that settlement has occurred
• Update any Google Business Profile, social media accounts, or website contact details

---

Phase 4: 48 Hours After Settlement

Staff

• Hold all-staff meeting — introduce yourself, acknowledge the change, set expectations
• Confirm first payroll run under your ownership is set up correctly
• Confirm super contributions will be paid on time under your entity
• Meet with any key employees individually — understand their concerns, don't make promises you can't keep

Operations

• Review job schedule or bookings for the next two weeks — understand what's committed and to whom
• Check all outstanding quotes with the vendor — understand what's been promised at what price
• Confirm any contracted maintenance or service obligations are understood and in your diary
• Review any outstanding customer complaints or disputes flagged by the vendor

Financial

• Set up your bookkeeping chart of accounts (if using a different system from the vendor)
• Confirm opening balances are correctly entered — debtors, creditors, bank balance
• Set up your BAS lodgement schedule with your accountant
• Confirm payroll tax registration is in order for your state

Admin and Compliance

• Update all stationery, signage, and printed materials with new entity name (if changed)
• Update vehicle signage if required
• Confirm any industry association memberships have been transferred or renewed in your name
• Lodge change-of-details notifications with any state licensing bodies that weren't completed pre-settlement

---

Escalation: If Something Goes Wrong on Settlement Day

If settlement cannot proceed as planned, here's the sequence:

1. Do not pay any money until your solicitor gives the all-clear. No exceptions.
2. Contact your solicitor immediately — they manage the legal process, not you.
3. Understand whether the issue is a delay (still settling today, later) or a potential failure (not settling).
4. If the vendor is in default, your SPA will contain remedies — penalties, rescission rights, or specific performance. Know these in advance.
5. If you are in default (finance fell through), contact your solicitor immediately about your obligations and exposure under the deposit provisions.
6. Do not communicate directly with the vendor about legal or financial issues on settlement day — go through solicitors.

A short delay on the day is common and usually administrative. A failure to settle is rare but serious. Having a solicitor you trust and can reach on the day is non-negotiable.

---

This checklist is a starting point. Your solicitor and accountant will have their own requirements depending on your state, industry, and deal structure. Always take professional advice — this isn't a substitute for it.

For the full framework on negotiation, closing, and settlement, see Module 7 of the Playbook.