No prescribed form.
There is no prescribed form for a sale of business contract. A standard form is published jointly by the Law Institute of Victoria and the Real Estate Institute of Victoria, largely mirroring the land contract, and there are other widely used forms, including uniform contracts designed for use across the states and for franchise sales. What matters is that the contract covers the ground.
Parties, the business, price and promises.
A sound contract identifies the parties accurately, with searches to confirm company and entity names and numbers, because changing the contract after signing can create duty problems that then have to be fixed by a deed of rescission and a fresh contract. Where the buyer is a company, the seller generally takes personal guarantees from its directors. It describes the business and, crucially, draws a clear line around what is included and excluded, because ambiguity there is what leads to disputes, delayed settlements and, at worst, a contract void for uncertainty, and anything not listed simply does not transfer. It sets the price and any deposit, where, unlike a land contract, there is no particular consequence if the deposit exceeds the usual proportion, and it separates the seller's promises into conditions, a breach of which can end the contract, and warranties, a breach of which sounds in damages.
The moving parts and what cannot be excluded.
From there it handles the moving parts: finance and cooling-off where they apply, the lease, the employees, the restraint on the seller, a warranty that there are no undisclosed claims against the business, and risk, which passes on completion, with rights to terminate or adjust the price if the assets are damaged or destroyed beforehand. It gives the buyer access to inspect the records before completion, and tailors anything unusual through special conditions, for licence transfers, training, franchisor approval, digital assets, vendor finance, earnouts and more. Rights under the Australian Consumer Law and the Fair Trading Act 1989 cannot be contracted away, so the seller's disclosure still matters even with a tightly drafted contract. We prepare and negotiate the contract through our business sale and purchase service.
The single biggest source of dispute is a fuzzy line between what is sold and what is kept, and anything left off the list does not pass to the buyer. Changing the contract after signing can also create duty problems, so the details are worth getting right the first time.
Law referenced: Australian Consumer Law; Fair Trading Act 1989.