Buying or selling a business with a liquor licence or changing the corporate structure can be a minefield of legalities; and, if not done right it can have major repercussions for the parties; it can become very costly; cause significant delays; or even result in disciplinary action against the licensee. Therefore, it is important to seek the necessary legal advice from an experienced solicitor when dealing with such transactions.

A purchaser should always undertake a thorough due diligence on a business before signing any contract to purchase.

We recently acted for a purchaser who upon inspection of the licensing plan noticed the outdoor area that had been in operation for the past 20 years was not licensed and did not form part of the land being purchased. We have since been able to negotiate a lease for this area from the neighbouring land owner and are in the process of having the area licensed.

In another matter we acted for a client who changed the corporate structure of the licensee Partnership without any legal assistance or approval from the Department of Racing Gaming and Liquor. The client thought that since the Partnership was going from three partners to two and the two partners had already been approved they did not need to obtain approval. However, this is in fact a new entity and required a transfer of the Liquor Licence. We have since lodged an application to transfer the liquor licence and were able to convince the Licensing Authority not to suspend the Licence for some months during the period of the transfer, which was a real risk.

Some of the important legal issues to consider when buying or selling a licensed premises includes the following:

• The appropriate corporate structure
• Contract negotiations
• Terms and conditions of the lease
• Lessor consent
• Painting and repair obligations pursuant to the lease
• Intellectual property, including business name, trade marks and websites
• Payment of stock following settlement
• Continuing employee entitlements
• Stamp duty implications
• Assignment of supply agreements

At Talbot Olivier Lawyers we have extensive experience acting in transactions dealing in all licensed premises and related property matters. If you have any queries in relation to buying or selling licensed premises or property related matters, please contact Jarrod Ryan on 94207189 or 0421 595 815 or by email jryan@talbotolivier.com.au.