Asset Purchase Agreement Template (Australia)

Updated on 9 August 2026

An Australian asset purchase agreement transfers selected assets of a business rather than the shares in the company that owns them. It should identify included assets, excluded assets, assumed liabilities, retained liabilities, GST treatment, employee effects, contract consents, IP and completion deliverables.

This local version adds Australian GST-free going concern analysis under ATO guidance, Fair Work transfer-of-business checks, contract assignment and novation mechanics, privacy handover and PPSR/security-interest prompts. It does not assume every business sale is GST-free or that every employee stays with the seller.

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Asset Purchase Agreement

Seller:
Buyer:
Agreement date:
Purchase price:

1. Sale and Purchase

agrees to sell, and agrees to buy, the following assets:

Excluded assets:

2. Price and GST

The purchase price is . GST treatment selected: .

3. Liabilities

The buyer assumes only these liabilities: . Other liabilities remain with the seller unless this agreement or applicable law provides otherwise.

4. Employees

Employee transfer position: . The parties will complete employee information, offers, entitlements and indemnities before completion if needed.

5. Consents and Completion

Required consents, releases and novations:

Completion deliverables:

Seller

Date signed:

Buyer

Date signed:

Identify the enterprise and assets

A sale of assets can include plant, stock, goodwill, business names, domains, IP, vehicles, customer records, work in progress, deposits, licences and contracts. The buyer usually takes only the assets and liabilities listed, subject to laws that transfer or preserve obligations.

The agreement uses schedules for included assets, excluded assets, assumed liabilities, retained liabilities, contracts, employees, records and completion deliverables. That makes completion operational rather than symbolic.

GST-free going concern is conditional

ATO GSTR 2002/5 explains that a supply of a going concern requires the supplier to supply all things necessary for continued operation of an enterprise and carry on the enterprise until the day of supply. For GST-free treatment, the supply must be for consideration, the recipient must be registered or required to be registered, and the parties must agree in writing that the supply is of a going concern.

The template includes a GST selector and written agreement wording, but it does not declare the sale GST-free automatically. It records evidence and fallback treatment if the conditions are not satisfied.

Employees and transfer of business

Fair Work says a transfer of business can occur where an employee starts with the new employer within three months, performs the same or nearly same duties, and there is a connection between the employers. A transferring employee may carry service and entitlements consequences.

The agreement asks whether employees are transferring, whether offers will be made, what entitlements are recognised, and who bears pre-completion and post-completion employment liabilities. This is not called TUPE in Australia, and copying UK language would be misleading.

Contracts, IP, privacy and consents

Customer contracts, supplier arrangements, leases, software licences, domain names and IP may require assignment, novation, consent or separate transfer instruments. Liabilities generally need counterparty agreement to shift fully to the buyer.

Customer data and employee records can also raise privacy obligations. The agreement requires a lawful transfer basis, data minimisation, security measures and post-completion cooperation rather than handing over databases without analysis.

Completion evidence and warranties

Completion should deliver payment, bills of sale, IP assignments, novations, notices, PPSR releases, stock count, keys, passwords, domain codes, employee documents and records. A contract that omits those items leaves the buyer chasing practical control after paying.

Seller warranties cover title, encumbrances, stock, IP, contracts, employees, privacy, financial information and litigation. Buyer warranties cover authority, funds, GST registration and assumption of stated liabilities. Limits should fit the transaction rather than copy a foreign cap.

Clause-by-clause guide

Asset schedule: Lists tangible assets, stock, goodwill, IP, contracts, records, domains and excluded assets.
Price and GST: Sets price, deposit, apportionment, stock adjustment and GST going concern position.
Liabilities: Separates assumed liabilities from retained liabilities and indemnities.
Employees: Records transfer-of-business analysis, offers, service, entitlements and employee information.
Contracts and consents: Identifies assignments, novations, notices and third-party approvals.
Privacy and records: Controls handover of customer, supplier and employee data.
Warranties: Tailors title, condition, IP, employees, privacy, tax and authority warranties.
Completion deliverables: Lists transfer documents, releases, keys, passwords, domain codes and stock count.

Australian asset-sale checklist

Check GST-free going concern conditions
GSTR 2002/5 explains supply of a going concern and GST-free requirements, including all things necessary, carrying on until supply, consideration, registered recipient and written agreement.
ATO GSTR 2002/5
Do not assume all capital assets are GST-free
ATO guidance says GST can apply to disposal of business capital assets unless an exception such as GST-free going concern applies.
ATO - GST and disposal of capital assets
Check transfer of business employees
Fair Work says transfer of business turns on timing, same or nearly same duties and a connection between employers.
Fair Work - when businesses change owners
Map assignments and novations
Contracts may need consent, novation or separate assignment documents before benefits and obligations transfer.
Release security interests where needed
Check PPSR registrations, finance, leases and encumbrances before completion.
Transfer IP in writing
Copyright assignments should be recorded in writing and signed by or for the assignor.
Copyright Act 1968 - Federal Register
Protect personal information
Customer and employee data handover should comply with privacy and security obligations.
OAIC APP 11

How to complete the agreement

Build schedules. List included assets, excluded assets, contracts, IP, employees, records and liabilities.
Set price and GST. Enter price, apportionment, stock adjustment, GST status and going concern evidence.
Check employees. Record transfer-of-business analysis, offers, entitlements and liabilities.
Map consents. Identify assignments, novations, PPSR releases, landlord consents and licence transfers.
Prepare completion. List documents, payment evidence, keys, passwords, domain codes, stock count and notices.

Frequently asked questions

What is an Australian asset purchase agreement?

It is a contract for buying selected assets of a business rather than buying shares in the company that owns the business.

Is a business asset sale GST-free?

Only if the going concern conditions are satisfied and the parties agree in writing. Otherwise GST may apply to taxable supplies of business assets.

What is a transfer of business under Fair Work?

It can occur when an employee starts with the new employer within three months, performs the same or nearly same duties and there is a connection between employers.

Do customer contracts transfer automatically?

Not always. Benefits may be assigned if permitted, but obligations and full substitution usually need novation or consent.

What assets should be listed?

List equipment, stock, goodwill, business names, IP, domains, vehicles, contracts, records, deposits, excluded assets and liabilities.

Should privacy be addressed?

Yes. Customer, employee and supplier records should be transferred only with appropriate authority, security and minimisation.

What happens at completion?

The parties exchange payment, transfer documents, releases, notices, keys, passwords, domain controls, stock count and records.

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Disclaimer

This Australian template and guide are provided for general information only and are not legal, tax, employment, immigration, privacy, filing, insolvency, accounting, title or professional advice. Laws, government forms, fees and regulator guidance can change; check the current official source and take advice before relying on the document.