NSW Commercial Law - Tax Liabilities of a Purchased Business

[dm7]

Hello all,

I hope that I have posted this in the correct area and that my question makes sense. Please let me know if this belongs elsewhere.

I am an American in the process of negotiating the purchase of a web-based business that operates partly in Australia (.com.au domain) and am in the process of applying for a Tax File Number and ABN to get my credentials in order to be able to legally do business and pay taxes in Australia.

Just this week, while speaking with the seller (also an American) to arrange all of the necessary paperwork, the question of back taxes came up, and the seller stated that there may be tax liabilities, but that he will prepare an agreement that ensures that he will pay back taxes in the event that any arise.

I am very concerned that as the buyer of this business, there is a risk of past tax liabilities becoming an issue for me, and being not at all versed in Australian Commercial law, I need legal help regarding this matter.

In short, as the buyer of a business, do I run the risk of becoming liable for back taxes on business income that was earned by the previous business owner of this Australian website?

Thank you for your time and valuable insights.

 

[Tim W]

When you say "business", are you buying anything other than a domain?

 

[dm7]

HI Tim, thank you for your reply.

I am buying the domain name, the assets (website, associated files), and the business name/trademark.

 

[Tim W]

As with the purchase of any business, you should be clear exactly what you are buying.

I suggest including in the contract for sale an express clause the specifies that the thing you are buying
is transferred "free and clear" (so to speak) of all and every debt, liability, exposure, claim etc etc.

I also strongly recommend a choice of law clause.

Transactions of this type are not uncommon,
but this really is a job for a lawyer who can advise you
on both US and Australian aspects of the deal.

 

[dm7]

As with the purchase of any business, you should be clear exactly what you are buying.

I suggest including in the contract for sale an express clause the specifies that the thing you are buying
is transferred "free and clear" (so to speak) of all and every debt, liability, exposure, claim etc etc.

I also strongly recommend a choice of law clause.

Transactions of this type are not uncommon,
but this really is a job for a lawyer who can advise you
on both US and Australian aspects of the deal.

Thank you again for your help, Tim. I appreciate it! Take care.