Intellectual Property Due Diligence Checklist: Buying a Business in Australia
Most buyers spend their due diligence time on the financials, the lease, and the employee list. Fair enough — those are the obvious risks. But intellectual property is the part that bites you later: the business name that turns out to be held in the owner's personal name, the domain registered to his wife's Gmail account, the custom job quoting software built by a contractor who never signed an IP assignment agreement and technically still owns it.
An intellectual property due diligence checklist for buying a business in Australia covers every asset you're buying that isn't physical — the brand, the systems, the digital presence, the know-how. It answers a simple question: does the seller actually own what they're selling, and can they legally transfer it to you on settlement day?
The short answer is often "mostly yes, but with a few things to sort out." The checklist tells you what those things are before you're three weeks from settlement with your solicitor charging $450 an hour to untangle them.
Why IP due diligence is worth doing properly
I wrote about this in detail in the IP due diligence guide for Australian buyers, but the short version is this: small business owners don't think about entity structure when they're starting up. They register a domain in their personal name because that's what was easiest. They get a mate to build a website and never bother with paperwork. They apply for a trademark in their own name because "trademarks are personal property" (they aren't — or rather, they can be held in any name, but that name needs to match who's doing the transfer).
None of this is fraud. It's just mess that accumulated over years, and your job in due diligence is to find it before settlement rather than after.
In an asset sale vs share sale, IP needs to be explicitly listed in the sale agreement and transferred via a separate assignment deed. Your solicitor can handle the mechanics, but you need to know what to list — and this checklist is what you hand them. The legal due diligence guide covers the broader legal picture; this checklist zooms in on IP specifically.
This is Module 5 of the Playbook. The full checklist is below.
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