Six stages · Start to finish
The six stages, and what actually happens at each one
The Property Law Act 2023 (Qld) commenced on 1 August 2025 and introduced a structured consent process in s142.
Timings are what a well prepared Queensland business normally runs to. Last updated 15 September 2026.
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The rule that changed on 1 August 2025, and the four ways a lease still stops a sale
If you lease your premises, the lease is where the sale is decided. It sits in two layers. The Retail Shop Leases Act 1994 (Qld) applies if the premises are a retail shop, which means premises in a retail shopping centre or used wholly or predominantly for a retail business, with a leased floor area of not more than 1,000 m2 (s5A). The Property Law Act 2023 (Qld) applies to every commercial lease, retail or not.
The Property Law Act 2023 (Qld) commenced on 1 August 2025 and introduced a structured consent process in s142. You give the lessor a proposal notice asking for consent, containing the information the lease requires. The lessor may ask for further information if the notice does not contain enough to decide (s142(4)). The lessor must then decide within 1 month after receiving full particulars, or a longer period you both agree (s142(5)). The lessor must not unreasonably withhold consent, and the Queensland Small Business Commissioner states that this duty cannot be excluded (s142(3)).
Two features of that section matter more than the headline. First, there is no deemed consent. A landlord who lets the month run out has not approved anything, and your remedy under s142(8) is an application to the Supreme Court, which is not a remedy that fits inside a settlement date. Second, the provisions apply to dealings after 1 August 2025 regardless of when the lease was entered into (s255(1)), so a lease signed in 2019 gets the new timetable.
Plan around the clock rather than relying on it. The month only starts once the landlord has full particulars, and a request for further information under s142(4) restarts it. A landlord will normally want the assignee’s identity and structure, evidence of financial capacity, business experience in the relevant trade, personal guarantees from the assignee’s directors, a bank guarantee or security deposit, and payment of the landlord’s legal and agent’s costs. None of that is unreasonable in itself, so the practical answer is to have the buyer’s package ready before the proposal notice goes.
Assignment and a new lease are not the same deal. On an assignment the buyer inherits the remaining term, the remaining options, the current rent, the review mechanism, the outgoings position, the bank guarantee and the make good obligation. A below market rent or a long remaining term with options is a real asset and a buyer will pay for it. If the landlord will only grant a new lease at market rent, the earnings the buyer priced have changed, and so has your price.
If the lease is a retail shop lease, three disclosure obligations run in different directions and they are easy to get wrong. You must give the prospective assignee a disclosure statement and a copy of the current lease at least 7 days before the earlier of the day the assignee enters the business sale agreement and the day the lessor is asked to consent (s22B, Form 9). The assignee must give you a disclosure statement before the lessor is asked to consent (Form 15). The lessor must give the assignee a disclosure statement and a copy of the lease at least 7 days before the assignment is entered into, and the assignee must give the lessor one before that point too (s22C, Form 16). If a document is missing, the person entitled to it may apply to the Queensland Civil and Administrative Tribunal within 2 months after the assignment is entered into (s22E).
Getting the retail disclosure right is also what releases you. The explanatory notes to the Retail Shop Leases Amendment Bill 2015, clause 51, state that on an assignment the assignor and any guarantor of the assignor are released from liability under the lease, provided the assignor complied with s22B and the disclosure statement was not defective. That release provision appears as s50A in the explanatory notes and as s151, titled “Release of assignor for particular assignments of leases”, in a table of provisions. Both numbers are in circulation, and the relationship between them could not be confirmed from a primary source, so ask your solicitor to cite the current section. For a non-retail commercial lease there is no statutory release at all, and whether you stay on the hook depends on the deed of assignment.
Four failure points, and any one of them will stop a settlement. The remaining term is too short, so a buyer borrowing against the business cannot finance it. The landlord will not consent, or will consent only on terms the buyer will not accept. The landlord will consent only to a new lease at market rent, which reprices the deal. Or the retail disclosure was skipped or issued late, exposing the assignment under s22E and costing you the statutory release. Deal with the lease first, not last.
What a buyer can decline, and what carries across anyway
| Entitlement | Where it comes from | Does the service carry to a buyer who is not an associated entity | Who pays, and when |
|---|---|---|---|
| Personal and carer’s leave | Fair Work Act 2009 (Cth); Fair Work Ombudsman guidance on transfer of business | Yes, automatically recognised | The buyer carries the accrual forward. No payout on settlement |
| Parental leave and flexible working requests | Fair Work Act 2009 (Cth); Fair Work Ombudsman | Yes, automatically recognised | The buyer carries it forward |
| Annual leave | Fair Work Act 2009 (Cth) s91, disapplying s22(5) | No. The buyer may decide not to recognise prior service | If the buyer declines, you pay out untaken leave at settlement. If the buyer accepts, it is a settlement adjustment against the price |
| Redundancy pay | Fair Work Act 2009 (Cth) s122(1), disapplying s22(5); scale in s119 | No. The buyer may decide not to recognise prior service | You keep the exposure. The s119 scale runs from 4 weeks at 1 year of service to 16 weeks at 9 years, then 12 weeks at 10 years or more |
| Minimum employment period for unfair dismissal | Fair Work Act 2009 (Cth) s384(2)(b) | Only where the buyer told the employee in writing, before the new employment started, that prior service would not be recognised | Nobody pays, but the clock resets to 6 months, or 12 months where the buyer is a small business employer |
| Queensland long service leave | Industrial Relations Act 2016 (Qld) s132, entitlement in s95 | Yes, regardless. A transfer of a calling does not break continuity, and service with the former employer is taken to be service with the new employer | The buyer inherits the accrual, so it is normally a settlement adjustment. The full entitlement is 8.6667 weeks after 10 years of continuous service |
| Notice of termination | Fair Work Ombudsman, notice of termination and redundancy pay | Not applicable. This is the old employer’s obligation | You give notice or pay in lieu: 1 week at up to 1 year of service, to 4 weeks at more than 5 years, plus 1 week if the employee is over 45 with at least 2 years of service |
| Enterprise agreement or other registered agreement | Fair Work Act 2009 (Cth) ss307 to 316 | Yes. A transferable instrument follows the transferring employee until it is terminated or replaced | The buyer takes the instrument with the employee |
Fair Work Act 2009 (Cth) Part 2-8 applies where employment ended, the employee starts with the buyer within 3 months, the work is the same or substantially the same, and there is a connection between the two employers (s311). The buyer’s discretion in this table exists only where the buyer is not an associated entity of yours. A small business employer, for redundancy pay, employs fewer than 15 employees at the time notice is given (Fair Work Ombudsman). Sources: Fair Work Act 2009 (Cth), Fair Work Ombudsman guidance, Industrial Relations Act 2016 (Qld) and the Industrial Relations Bill 2016 explanatory notes, clause 132. Law stated as at 14 August 2026.
The six stages, start to finish
Asset sale and share sale, item by item
| What is at stake | Asset sale | Share sale |
|---|---|---|
| Goodwill | Transfers as a named asset in the contract | Stays inside the company and moves with the shares |
| Plant and equipment | Transfers by delivery and by the contract | Stays inside the company, unmoved |
| Stock | Counted and valued at settlement, usually at cost, and adjusted against the price | Stays inside the company, still counted for a price adjustment |
| ABN | Does not transfer. The buyer uses its own | Transfers, because the entity is unchanged |
| Business name registration | Transfers through the ASIC transfer process | Unchanged, because the entity is still the holder |
| Lease | Assigned, or the landlord grants the buyer a new lease | Unchanged, unless the lease has a change of control clause |
| Customer and supplier contracts | Novated one by one, and each counterparty can refuse | Continue, unless a change of control clause bites |
| Statutory licences | Do not transfer unless the relevant Act says so. The buyer applies in its own name | Held by the entity, so they survive, subject to any duty to notify the regulator |
| Employees | You terminate, the buyer re-employs, and Fair Work Act 2009 (Cth) Part 2-8 applies | Employment continues unbroken |
| Accrued entitlements | Depend on Part 2-8 and on the buyer’s decision, except Queensland long service leave | Inherited in full, with no choice for the buyer |
| Tax history and ATO debt | Stay with your entity | Inherited. A new director has 30 days from appointment to act under the director penalty regime |
| Contingent and undiscovered liabilities | Stay with your entity | Inherited, including anything nobody has found yet |
| PPSR registrations against the entity | Discharged at settlement out of the price, or the buyer takes free | Remain registered against the entity |
| Queensland transfer duty | A Queensland business asset is dutiable property (Duties Act 2001 (Qld) s10(1)(d), s34, s35) | Not duty free by default. Landholder duty under Chapter 3 can apply where Queensland land holdings meet the threshold |
| What it does to warranties | Title, accounts, tax compliance, entitlement figures, the lease position and no undisclosed litigation. The Queensland default limitation period is 6 years (Limitation of Actions Act 1974 (Qld) s10(1)(a) and s10(3)) | The same warranties run deeper and longer, and a buyer will normally require a tax indemnity for the period before completion |
| What it does to price | The buyer prices identified assets and identified liabilities | Often discounted against an equivalent asset sale, because the buyer is pricing what it cannot see |
Compiled from Business Queensland guidance on buying a business, the Duties Act 2001 (Qld), the Fair Work Act 2009 (Cth) Part 2-8 and the Limitation of Actions Act 1974 (Qld). Law stated as at 14 August 2026. Queensland transfer duty rates sit in Duties Act 2001 (Qld) Schedule 3 and are not stated here, because the schedule could not be retrieved from a primary source. Shares in a private company are a financial product under the Corporations Act 2001 (Cth) s764A(1)(a), so the share transfer itself is work for your solicitor and accountant.
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