Pre-Settlement Checklist: What to Do Between Signing and Settlement When Buying a Business

The Complete Pre-Settlement Checklist for Buying a Business in Australia

Work through this in the order listed. Some tasks can run in parallel — note the timing guidance for each category.

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Category 1: Financing and Banking

Start: Immediately on signing | Target completion: 6 weeks before settlement

• Notify lender that SPA is signed and provide a copy
• Confirm finance condition satisfaction date with your lawyer (this date is usually 14-21 days post-signing)
• Provide lender with any outstanding documents required for formal credit approval (e.g., lease, final financials, insurance certificates)
• Arrange key-person life insurance if required by loan conditions (allow 2-3 weeks for underwriting)
• Arrange business interruption and public liability insurance in your name — most lenders require evidence before drawdown
• Confirm loan drawdown process with your bank — understand when funds are available and how settlement monies are transferred
• If using vendor finance, confirm terms are documented in the SPA and a separate vendor finance deed is being prepared
• If using an earn-out component, confirm earn-out calculation methodology, timing, and dispute resolution process is in the SPA
• Open new business bank account in your entity name (allow 5-10 business days for bank processing)
• Set up merchant facilities (EFTPOS) if required — allow 2-3 weeks for bank provisioning
• Notify your accountant of settlement date for GST registration timing (if not already registered)

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Category 2: Legal and Regulatory

Start: Immediately on signing | Target completion: 2 weeks before settlement

• Instruct your lawyer to prepare or review all transfer documents
• Register your acquisition entity with ASIC if not already done (company or trustee company)
• Apply for ABN and GST registration for the acquisition entity if required
• Register business name with ASIC if trading name is being transferred or you're adopting a new one
• Review the restraint of trade clause in the SPA — confirm scope, geography, and duration are as negotiated
• Confirm all warranties and representations from the seller are in the SPA and have not been qualified out in schedules
• Review indemnities — understand what you can claim against the seller for, and for how long
• Confirm any conditions precedent in the SPA are being satisfied on time (finance, landlord consent, regulatory approvals)
• If share sale: arrange share transfer forms and ASIC company registry updates
• If asset sale: confirm asset schedule is complete and matches your due diligence records
• Check if any assets are under finance (chattel mortgage, lease) — confirm these are being discharged at settlement or transferred correctly
• Review and sign any personal guarantees required by your lender
• Confirm settlement date and location with your lawyer (usually lawyer offices or PEXA for property components)

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Category 3: Licences and Permits

Start: Week 1 | Target completion: 3 weeks before settlement

Industry-specific licences to check (select those relevant to your business):

• Contractor licences — e.g., Queensland QBCC, NSW Fair Trading, VIC Building Authority. Many require fresh application in new entity name. Allow 4-8 weeks.
• Electrical contractor licence — state-specific. Cannot operate without.
• Plumbing and drainage licence — state-specific. Check if trading entity name matters.
• Pest management licence — issued by state EPA or agriculture department.
• Labour hire licence — required in QLD, VIC, SA, ACT. Cannot operate without. Allow 4-8 weeks.
• Food business registration — if applicable. Registered with local council.
• Transport or heavy vehicle authority — if applicable. Check NTC requirements.
• Environmental approvals — if the business handles chemicals, waste, or operates in regulated environments.
• Confirm seller's licences do NOT automatically transfer — most don't. You need your own.
• Check if any supplier relationships require evidence of your own licence before they'll supply to you post-settlement.

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Category 4: Lease and Property

Start: Immediately on signing | Target completion: 4 weeks before settlement

• Instruct your lawyer to serve a formal lease assignment request on the landlord — day one
• Confirm assignment conditions in the lease (consent, financial checks, assignment fee, guarantee requirements)
• Provide landlord with financial information they request (bank statements, entity documents, references) — do this promptly; delays here cascade
• If negotiating a new lease (rather than assignment): engage a commercial tenant's representative and allow 6+ weeks
• Confirm whether a personal guarantee is required for the lease — factor this into your risk assessment
• Check if any fit-out works are required by the landlord as a condition of assignment
• Confirm the lease term remaining and any option periods — understand what you're inheriting
• If the business operates from the seller's own property: confirm the new lease (or sublease) terms are documented and match what was agreed in principle during DD
• Obtain landlord consent in writing before settlement

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Category 5: Staff and Employment

Start: Week 2-3 | Target completion: 1 week before settlement

See also: retaining staff after buying a business for the communication strategy.

• Identify which staff are transferring under the sale (confirm with the seller — some staff may have agreed to leave)
• Review each employee's current employment terms — modern award, EBA, or individual agreement
• Confirm long service leave, annual leave, and personal leave entitlements — who is liable for accrued entitlements? (Usually the buyer in an asset sale — check your SPA carefully)
• Prepare new employment contracts for all transferring staff — in your entity name, matching existing terms unless you have explicit agreement to change them
• Check Fair Work Act obligations — for asset sales, you generally cannot reduce terms and conditions without agreement
• Confirm superannuation fund arrangements — can staff stay in the existing fund or does the fund change?
• Check if any employees have personal service income arrangements or are contractors who need to be reclassified
• Set up payroll software (Xero Payroll, MYOB, etc.) with all employee details before settlement
• Register with the ATO for PAYG withholding in your entity name
• Plan the all-staff communication — when, by whom, what is said. Do NOT let staff find out from the seller informally. See the New Owner Staff Communication Scripts for the approach.
• If there is a key manager or foreman the business depends on: have a direct conversation about their future before settlement, not after

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Category 6: Customers and Suppliers

Start: Week 3-4 | Target completion: Immediately post-settlement

Note: most customer and supplier notifications happen at or just after settlement, not before — to protect commercial confidentiality. Some exceptions apply.

• Agree with the seller on the timing and content of customer notifications — this is usually in the SPA, but if not, document it separately
• Identify the top 10 customers by revenue — plan a personal call or meeting from you (the new owner) within 48 hours of settlement
• Identify any customers with change-of-control clauses in their contracts — these need to be managed before settlement or you risk losing them on day one
• Review major supplier contracts for assignment or novation requirements — some require supplier consent to transfer
• Contact key suppliers to introduce yourself post-settlement and confirm trading terms continue
• If the business uses a specific supplier credit account, arrange transfer or new account in your entity name
• Confirm ongoing warranty and support obligations with any equipment suppliers

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Category 7: Technology, Systems, and Administration

Start: Week 3 | Target completion: Settlement day

• Identify all software subscriptions — job management, accounting, CRM, scheduling, invoicing — and arrange transfer or new account in your name
• Confirm data migration plan: customer records, job history, financial data
• Transfer or redirect business phone numbers (this requires the seller's cooperation — confirm in advance)
• Transfer or redirect business email addresses and domain name — update DNS if needed
• Transfer or update the business website and any Google Business Profile listings
• Update ABN Lookup (ABRS) once your new entity is registered
• Arrange new payment processing (EFTPOS, online payments) if not covered under existing merchant facility
• Transfer social media accounts where possible, or gain access credentials at settlement
• Confirm vehicle fleet — registration, insurance, and any finance arrangements — transfers correctly
• Update workplace insurance (workers compensation) in your entity name — this is mandatory from day one

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Category 8: Financial Administration

Start: Week 4 | Target completion: Settlement day

• Engage bookkeeper or accounting software to take over from settlement date
• Set up chart of accounts in your accounting software
• Confirm GST accounting method (cash vs accruals) — discuss with your accountant
• Arrange stocktake (if stock is included) — this is usually done on the day before or morning of settlement to determine final adjustments
• Confirm working capital adjustment process with your lawyer — how is the final figure calculated and when does payment happen?
• Confirm how outstanding debtors are handled — do they belong to you or the seller post-settlement?
• Confirm how outstanding creditors are handled — are these paid by the seller or assumed by you?
• Set up bank signatories and internet banking for the new business account
• Brief your accountant on the deal structure so they can plan the first BAS and tax return correctly

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Pre-Settlement Timeline Summary

Timeframe	Priority tasks
Day 1 after signing	Notify bank; instruct lawyer on lease; identify licence requirements
Week 1	Finance conditions; begin licence applications; ASIC/ABN registration
Week 2-3	Lease assignment progressing; employment contracts drafted; software transfers planned
Week 4-5	Staff communication plan finalised; insurance confirmed; payroll set up
1 week before	All conditions satisfied; final documents with lawyer; stocktake scheduled
Settlement day	Final walkthrough; stocktake complete; funds transferred; keys handed over

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After Settlement

Once you've settled, move to the First 90 Days Action Plan — the period between settlement and the end of your first three months is when you stabilise operations, communicate with customers, and start making the business yours.

And if you haven't already, the Settlement Day Checklist covers what happens on the day itself — it's a companion to this checklist, not a substitute.

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This checklist provides general guidance only and does not constitute legal or financial advice. Requirements vary by state and by industry. Always confirm specifics with your lawyer, accountant, and relevant licensing authorities.