Vendor Finance Agreement (Sale of Business) (NSW)
Lend part of the price to the buyer of your business, with security over the business assets, optional guarantees and a calculated repayment schedule.
Before you start
- This is a high risk document: the seller's protection depends on correct registration of the security on the Personal Property Securities Register (PPSR) within strict time limits, effective guarantees and, if the buyer also borrows from a bank, priority arrangements with that bank. A mistake can leave the seller unsecured for a large part of the price. We strongly recommend the solicitor check.
- Sign with the sale contract: the agreement is intended to be signed at the same time as the business sale agreement, and the sale agreement should refer to it and state that the part of the price equal to the Loan Amount is paid under this agreement.
- Business assets only: the agreement assumes the buyer is buying the assets of the business. If the deal is a sale of shares in a company, different rules apply and you need advice before using vendor finance.
- Bank finance: if the buyer is also borrowing from a bank, the bank will usually want the seller to sign a priority or subordination deed, or may want a separate general security deed. Raise this with the bank early.
What you'll need
The full name, ACN or ABN and address of the seller, the buyer and each guarantor; the date and parties of the business sale agreement; a description and the trading name of the business; the amount of the price that will be paid later; the interest rate; the expected completion date; how many repayments, how often, and the date of the first one; and the bank account for repayments.
What you get
- The finished document in Word and PDF, completed from your answers
- A plain-English guide to completing, signing and keeping it
- DIY straight away, or a solicitor check within 1 to 3 business days
How it works
- Answer the questions, in 7 short steps.
- See your fixed price and pay.
- DIY documents download straight away. Solicitor-checked documents arrive within 1 to 3 business days.
DIY or Solicitor-checked
What 1 round of review means: the solicitor reviews your answers and the document once, and makes the changes needed based on what you have told us. Changes because your instructions change after delivery, negotiating with the other side, advice outside the document, and registering or lodging it are not included. If you need any of these, you get a written fixed-fee quote first, and nothing is charged unless you agree.
Fixed prices including GST. No subscription, no account and nothing to cancel later. We won't call you unless you ask. Bought DIY and want a solicitor after all? Upgrade within 30 days and what you paid comes off.
Common questions
What is the difference between DIY and Solicitor-checked?
DIY: your document is completed from your answers and ready to download straight away. No solicitor reviews it, and it is not legal advice.
Solicitor-checked: a solicitor reviews your answers and the document, makes the changes needed in 1 round of review, and releases it to you, usually within 1 to 3 business days. The fee is fixed and does not change with the time spent.
When is my card charged?
DIY: when your document is generated, straight after checkout.
Solicitor-checked: your card is only authorised at checkout and is charged when we deliver your document. If you cancel before the solicitor starts the review, nothing is charged. If you cancel after the review has started, we keep 50% of the fee.
What if my situation is more complicated?
Some answers mean a template is not the right fit, for example an unusual structure or a dispute. When that happens we tell you, and you can request a fixed-fee quote from a solicitor instead. Quotes usually arrive within 1 business day and nothing is charged unless you accept.
Do your documents work outside NSW?
Our documents are prepared for the law of New South Wales and the Commonwealth. Some may not suit other States or Territories. If your matter is outside NSW, request a quote and we will tell you what we can do.
What do I receive?
A completed Word document (and usually a PDF copy), together with a plain-English guide to finishing, signing and, where needed, witnessing or stamping it. Your download links are on your order page, and we email you when your document is ready.
Written by NSW solicitors. Every template was prepared by a practising NSW solicitor at Corporate Legal, an incorporated legal practice. Solicitor-checked orders are reviewed by Zohra Ali, principal solicitor, or a solicitor she supervises.