What is the difference between an asset sale and a share sale?

An asset sale transfers only the specified assets and liabilities. A share sale transfers ownership of the company itself (and therefore all of its assets, liabilities, and history). This template is for an asset sale. Share sales are documented under a share purchase agreement and are typically preferred where continuity of contracts is important.

Do I need the landlord’s consent to transfer the lease?

Yes, almost certainly. Commercial leases typically require the landlord’s consent (not to be unreasonably withheld) for assignment. The process is governed by the lease itself and by the Property Law Act 2007 in relevant respects. Landlord consent is commonly a condition of the business sale.

How long should a restraint of trade last?

Restraints must be reasonable in duration, geography, and scope. For small businesses, 12 to 36 months and a radius matching the business’s trading area are typically defensible. Longer periods require stronger justification and should be reviewed by a lawyer.

What happens to employees?

For most businesses, employees are terminated by the vendor (with any redundancy owed) and re-engaged by the purchaser on new terms. For "specified category" employees under Part 6A of the Employment Relations Act 2000, employees can elect to transfer on the same terms. The contract should be clear on both sides.

Does this agreement need to be notarised or witnessed?

No notarisation is required. A simple signed contract is sufficient. If land is part of the sale, the associated Sale and Purchase Agreement of real estate and any transfer instruments have their own execution and witnessing requirements under the Property Law Act 2007 and Land Transfer Act 2017.

What due diligence should a buyer undertake?

Standard due diligence includes reviewing financial statements, tax returns, the lease, supplier and customer contracts, employment agreements, intellectual property, and any Personal Property Securities Register (PPSR) registrations. Making the agreement conditional on satisfactory due diligence is common.

BusinessNZ

Business Sale Agreement Template

A business sale agreement records the sale of a going concern — including assets, goodwill, plant, stock, and contracts — from seller to purchaser. Use our free New Zealand template to document the transaction under the Contract and Commercial Law Act 2017, Goods and Services Tax Act 1985, and Fair Trading Act 1986.

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BUSINESS SALE AGREEMENT

VENDOR

Alpine Roastery Ltd.

45 Victoria Street, Christchurch Central, Canterbury 8013

By: Emma K. Walsh, Director

PURCHASER

Kea Coffee Group Limited

200 Tuam Street, Christchurch 8011

By: Liam T. Ferris, Chief Executive Officer

Sale of: Alpine Roastery

Price: $480,000.00 NZD · Settlement: 1 August 2026

This Business Sale Agreement (this "Agreement") is entered into as of 15 June 2026 by and between Alpine Roastery Ltd. ("Vendor") and Kea Coffee Group Limited ("Purchaser"). This Agreement is an agreement for the sale and purchase of the business assets (not the shares) of Alpine Roastery (the "Business"), governed by the Contract and Commercial Law Act 2017 (CCLA 2017) and the laws of New Zealand. The parties agree as follows:

SALE AND PURCHASE OF BUSINESS

Subject to the terms and conditions of this Agreement, the Vendor agrees to sell and the Purchaser agrees to purchase the Business as a going concern, including the following assets (the "Business Assets"): (a) the goodwill of the Business; (b) the right to use the trading name Alpine Roastery; (c) all plant, equipment, fixtures, and fittings used in the Business; (d) all customer contracts, client lists, and supplier agreements (to the extent assignable); (e) all intellectual property relating to the Business, including trademarks, copyrights, and proprietary systems; (f) all licences and permits (to the extent transferable); and (g) such other assets as the parties may agree in writing and attach as a Schedule to this Agreement. The following additional assets are specifically included: Three commercial espresso machines, two commercial roasters, all delivery vehicles.

STOCK IN TRADE

Stock in trade shall be included in the sale at a value to be determined by a physical stocktake conducted not earlier than two (2) business days before the Settlement Date by a mutually agreed stocktaker. The cost of the stocktake shall be shared equally between the parties. The stock value is estimated at $15,000.00 NZD and is additional to the Purchase Price set out in clause 3.

PURCHASE PRICE AND GST

The total purchase price for the Business (excluding stock unless expressly stated) is $480,000.00 NZD (the "Purchase Price"). The Purchase Price shall be paid as follows: (a) a deposit of $48,000.00 NZD to be paid on signing of this Agreement, to be held in the Purchaser's solicitor's trust account; and (b) the balance of the Purchase Price to be paid in cleared funds on the Settlement Date. The parties confirm their intention that the sale of the Business constitutes a supply of a going concern and shall be zero-rated for GST purposes under the Goods and Services Tax Act 1985 (GSTA 1985, s 11(1)(mb)). Both parties must be GST-registered and the Business must be a going concern capable of being carried on by the Purchaser. Each party shall promptly notify the other if any condition for zero-rating ceases to be satisfied.

SETTLEMENT

Settlement of this Agreement shall occur on 1 August 2026 (the "Settlement Date") at the offices of the Vendor's solicitor or such other place as the parties may agree. On Settlement: (a) the Vendor shall deliver to the Purchaser possession and control of all Business Assets, all keys, access codes, and passwords, and all original business records; (b) the Purchaser shall pay the balance of the Purchase Price to the Vendor in cleared funds; (c) the Vendor shall execute all documents necessary to transfer the Business Assets to the Purchaser; and (d) the Purchaser shall assume responsibility for all obligations arising in connection with the Business from the Settlement Date.

VENDOR OBLIGATIONS PRIOR TO SETTLEMENT

Between the date of this Agreement and the Settlement Date, the Vendor shall: (a) continue to carry on the Business in the ordinary course with due skill and diligence; (b) maintain all Business Assets in their current condition, fair wear and tear excepted; (c) maintain all existing insurance policies; (d) not enter into any material new contracts or obligations relating to the Business without the prior written consent of the Purchaser; (e) not reduce stock in trade below agreed levels; (f) give the Purchaser and its advisers reasonable access to the Business and its records on reasonable notice; and (g) promptly notify the Purchaser of any material adverse change in the Business or its assets.

EMPLOYEES

This Agreement does not automatically transfer employees to the Purchaser. Any employees of the Business shall be offered employment by the Purchaser on terms no less favourable than their current terms of employment, in accordance with the Employment Relations Act 2000 (ERA 2000, s 69OI — employer on sale of business). The Vendor shall ensure all employee entitlements (including outstanding wages, holiday pay, and other accrued entitlements under the Holidays Act 2003) are paid up to the Settlement Date. The Purchaser shall not be responsible for any employee entitlements accrued before the Settlement Date unless expressly agreed in writing.

CONDITION

This Agreement is conditional upon: (a) the Purchaser completing satisfactory financial, legal, and operational due diligence on the Business within twenty (20) business days of the date of this Agreement (the "Due Diligence Condition"); and (b) any regulatory, franchisor, or landlord approvals required in connection with the transfer being obtained (the "Approval Condition"). The Purchaser may waive the Due Diligence Condition by written notice to the Vendor. If any condition is not satisfied or waived by the agreed date, either party may cancel this Agreement by written notice to the other, in which case the deposit shall be refunded to the Purchaser and neither party shall have any further liability to the other, except as otherwise provided.

GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of New Zealand, including the Contract and Commercial Law Act 2017 (CCLA 2017) and the Fair Trading Act 1986 (FTA 1986). Any dispute arising under this Agreement shall be subject to the exclusive jurisdiction of the courts of Canterbury, New Zealand.

GENERAL PROVISIONS

Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations and agreements. Amendment: No amendment is valid unless in writing and signed by both parties. Severability: If any provision is found unenforceable, the remaining provisions shall continue in full force. Electronic Execution: This Agreement may be executed electronically under the Contract and Commercial Law Act 2017 (CCLA 2017, Part 4). Solicitors: Each party is strongly advised to seek independent legal advice before signing this Agreement.

10.

VENDOR WARRANTIES AND REPRESENTATIONS

The Vendor warrants and represents to the Purchaser as at the date of this Agreement and as at the Settlement Date that: (a) the Vendor has full legal title to, and authority to sell, the Business Assets free of encumbrances; (b) the Business has been conducted in accordance with all applicable New Zealand laws and regulations; (c) all accounts and financial statements provided to the Purchaser are true, accurate, and complete; (d) there are no pending or threatened claims, disputes, or proceedings relating to the Business; (e) all licences, permits, and consents required for the operation of the Business are in good standing and are capable of being assigned or renewed; (f) all material contracts of the Business are valid and enforceable; (g) the Vendor has disclosed all matters material to the Purchaser's decision to purchase the Business; and (h) the Vendor is not aware of any factor or circumstance that would materially adversely affect the Business after Settlement. These warranties shall survive Settlement for a period of two (2) years. The Purchaser's right to claim for breach of warranty is subject to a minimum threshold of NZD 5,000 per claim and an aggregate cap equal to the Purchase Price.

11.

INDEMNITIES

The Vendor shall indemnify, defend, and hold harmless the Purchaser from and against any claims, liabilities, costs, and expenses arising from: (a) any breach by the Vendor of this Agreement or the warranties given herein; (b) any liability or obligation of the Business arising before the Settlement Date; (c) any employee entitlement claims arising from employment prior to the Settlement Date; and (d) any GST liability arising in connection with this transaction if zero-rating conditions are not satisfied and the Vendor has represented that they apply. The Purchaser shall promptly notify the Vendor of any claim to which this indemnity applies and shall not settle any such claim without the Vendor's prior written consent (not to be unreasonably withheld).

12.

VENDOR RESTRAINT OF TRADE AND POST-SALE OBLIGATIONS

For a period of 24 months following the Settlement Date, the Vendor shall not, within Canterbury and Otago regions of New Zealand, directly or indirectly: (a) carry on, be engaged in, or have a financial interest in any business that competes with the Business; (b) solicit, canvass, or approach any customer, client, or supplier of the Business with whom the Vendor had material dealings in the twelve (12) months preceding Settlement; or (c) solicit or recruit any employee or contractor who is employed by the Business at or after Settlement. The Vendor acknowledges that these restrictions are reasonable and necessary to protect the goodwill being purchased by the Purchaser and are supported by adequate consideration. If any part of this clause is found unenforceable by a New Zealand court, it shall be modified to the minimum extent necessary to render it enforceable. The Vendor shall provide the Purchaser with such reasonable post-sale assistance, training, and introductions to clients and suppliers as may be agreed in writing.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date first written above.

VENDOR

Emma K. Walsh

Director

Alpine Roastery Ltd.

Date: ____________________

PURCHASER

Liam T. Ferris

Chief Executive Officer

Kea Coffee Group Limited

Date: ____________________

What Is a Business Sale Agreement?

A business sale agreement (often called an asset sale agreement or sale of business agreement) is a contract documenting the transfer of a business as a going concern from the vendor to the purchaser. Unlike a share sale, an asset sale transfers only the specified assets and liabilities listed in the schedules, leaving the vendor’s legal entity intact. This structure is common for sole-trader and partnership businesses and for buyers wishing to avoid inheriting historical liabilities.

In New Zealand, the law governing business sales is a blend of the Contract and Commercial Law Act 2017 (formerly the Sale of Goods Act 1908), the Goods and Services Tax Act 1985 (particularly the going-concern zero-rating rules in section 11(1)(mb)), the Fair Trading Act 1986, the Property Law Act 2007 where any land interest is included, and the Personal Property Securities Act 1999 where secured personal property is involved.

A well-drafted business sale agreement sets out the purchase price allocation, the assets and excluded assets, apportionment of outgoings at settlement, GST treatment, warranties, restraint of trade, employee arrangements, and post-settlement obligations. It is the foundation document on which the settlement statement, bill of sale, and any deed of assignment of lease will be based.

What's Covered in This Template

Our business sale agreement template captures every element required for a New Zealand asset transaction.

Vendor and Purchaser Details

Legal entity names, NZBN numbers, registered addresses, and solicitors of each party.

Business Description

Trading name, physical location, nature of operations, and period of ownership.

Purchase Price Allocation

Allocation across plant and equipment, stock, goodwill, and intellectual property for income tax purposes.

Assets Included and Excluded

Schedule of included assets (fixtures, stock, contracts, IP) and excluded assets (cash, receivables).

GST and Going Concern

Zero-rating under section 11(1)(mb) of the Goods and Services Tax Act 1985 where both parties are GST-registered.

Settlement and Apportionment

Completion date, possession, and apportionment of rates, rent, and outgoings at settlement.

Warranties and Representations

Vendor warranties as to title, financial records, accuracy of information, and undisclosed liabilities.

Restraint of Trade

Non-compete and non-solicitation clauses with geographic and temporal limits that must be reasonable.

Assignment of Lease

Process for obtaining landlord consent and assigning the premises lease under the Property Law Act 2007.

Employee Transfer

Handling of employees under Part 6A of the Employment Relations Act 2000 where applicable.

Conditions Precedent

Due diligence, finance, landlord consent, and any regulatory approvals required before completion.

Default and Remedies

Consequences of failure to complete, including interest, specific performance, and cancellation.

How to Create a Business Sale Agreement

Complete the steps below to generate a ready-to-sign business sale agreement for New Zealand.

1
Identify the Parties and Business
Enter the legal names, NZBNs, and addresses of vendor and purchaser, and describe the business being sold.
2
Set the Purchase Price and Allocation
Enter the total price, GST treatment, and the allocation across plant, stock, goodwill, and intellectual property.
3
List Assets and Exclusions
Schedule the assets included in the sale and the items specifically excluded (e.g. cash at bank, receivables).
4
Choose Conditions and Warranties
Select the conditions precedent (due diligence, finance, landlord consent) and configure the warranty package.
5
Finalise Settlement Terms and Download
Confirm the settlement date, restraint of trade, and any employee transfer terms, then download the PDF.

Legal Considerations

Business sales in New Zealand engage several specialised statutes that require careful attention.

This template is provided for informational purposes only and does not constitute legal, tax, or accounting advice. For any business sale above nominal value, engage a New Zealand lawyer and chartered accountant.

Reviewed for New Zealand law

Going Concern GST Treatment

Under section 11(1)(mb) of the Goods and Services Tax Act 1985, the supply of a taxable activity as a going concern can be zero-rated where both parties are GST-registered, the parties agree in writing that the supply is a going concern, and the purchaser intends to carry on the activity. The Inland Revenue Commissioner considers all assets necessary to operate the business must be supplied. Parties should also consider purchase price allocation rules introduced by the Taxation (Annual Rates for 2020–21, Feasibility Expenditure, and Remedial Matters) Act 2021.

Restraint of Trade Enforceability

Restraints of trade are prima facie void at common law unless shown to be reasonable between the parties and not contrary to the public interest. In H & R Block Ltd v Sanott [1976] 1 NZLR 213 the Court of Appeal emphasised that the restraint must protect a legitimate proprietary interest (goodwill) and be no wider than necessary in activity, geography, and time. Courts can sever or modify unreasonable restraints under section 83 of the Contract and Commercial Law Act 2017.

Employee Transfer Under Part 6A

Where the business involves cleaning, food catering, caretaking, laundry, or orderly services covered by Part 6A of the Employment Relations Act 2000, affected employees have the right to elect to transfer to the purchaser on the same terms and conditions. For other businesses, the parties must negotiate the position of employees, often through termination and re-engagement with the purchaser.

Fair Trading Act 1986 Disclosures

Sections 9, 13, and 14 of the Fair Trading Act 1986 prohibit misleading and deceptive conduct and false representations in trade. Vendors must not make misleading representations about turnover, profitability, or the condition of the business. Section 43 permits the Commerce Commission or an affected purchaser to seek orders including rescission, damages, and corrective advertising.

Frequently Asked Questions

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