Sale & Purchase of Business Lawyers in Johannesburg
Buying or selling a business requires clarity about exactly what transfers, which liabilities remain and what must happen before completion. Hugh Raichlin Attorneys assists with the legal structure, documentation and negotiation of business sales and acquisitions.
The initial telephone discussion is free and helps us understand whether the firm can assist. A paid consultation is arranged where appropriate. We aim to respond within one working day after receiving your enquiry.
Principal Attorney & Accredited Mediator
Commercial transaction and litigation experience relevant to business sales and acquisitions.
This page is for you if…
- You are buying or selling a business or its assets.
- A term sheet or offer needs legal review.
- You need a sale agreement and due-diligence plan.
- Completion depends on employees, leases, licences, finance or third-party consent.
How Hugh Raichlin Attorneys can help
Selling or buying a business separates into two questions: the structure and due diligence that inform the deal, and the completion and handover that actually transfer it. Signing is not completion. Check the consents and conditions governing contracts, leases and licences separately. Employee consequences require a separate assessment: where section 197 of the Labour Relations Act applies to a transfer as a going concern, the new employer is generally substituted automatically in existing employment contracts, subject to the Act's agreement provisions.
| Stage | What it covers | Documents / follow-up |
|---|---|---|
| Structure | Asset sale vs share sale; what transfers and what liabilities remain. | Term sheet or offer; proposed asset or share schedule. |
| Due diligence | Legal, financial and tax investigation of the business. | Contracts, leases, licences, employment details, accounts. |
| Agreement | Price, adjustments, warranties, restraints, conditions and remedies. | Sale agreement, disclosure schedule, warranties. |
| Completion & handover | Approvals, consents, payment and post-completion duties. | Consents, payment mechanics, handover plan. |
VAT and other tax treatment, creditor-notice protections and employee consequences depend on the transaction and applicable law; a going-concern label does not automatically produce a particular tax result, and not every sale triggers section 197 of the Labour Relations Act.
- Labour Relations Act 66 of 1995 — section 197 amendment (Department of Employment and Labour) — Section 197(1), (2) and (6): transfer of a business as a going concern and the new employer's substitution in existing contracts.
- Mobile Telephone Networks v Njokweni [2025] ZALAC 43 (SAFLII) — Labour Appeal Court discussion of section 197 of the LRA.
Structure and due diligence
We help identify the assets, liabilities, contracts and authority involved. Legal due diligence should be coordinated with financial, tax and other specialist investigations.
Agreement and risk allocation
Price, adjustments, warranties, disclosure, restraints, conditions and remedies need clear drafting. A warranty is not a substitute for understanding the business before purchase.
Completion and handover
The agreement should identify the required approvals, consents, documents, payment mechanics and post-completion duties. Property, employee and regulatory issues may require linked advice.
What to consider before deciding
Do not assume every contract transfers automatically
Landlord consent, customer or supplier arrangements, licensing and intellectual-property rights can affect the handover. Establish who must agree and when.
Employees require separate assessment
Employment consequences depend on the transaction and applicable law. Where section 197 of the Labour Relations Act applies to a transfer as a going concern, the new employer is generally substituted automatically in existing employment contracts, subject to the Act's agreement provisions; not every asset or share sale triggers section 197, and individual consent is not invariably required.
Tax and creditor protections need review
VAT, other tax treatment and notices or protections relevant to the transaction must be checked. Do not assume a going-concern label automatically produces a particular tax result.
Transaction structure and steps
- 1
Asset sale
Identified assets and liabilities transfer per the agreement.
- 2
Share sale
Ownership of the company changes; the entity continues.
- 3
Due diligence
Legal, financial and tax investigation of the business.
- 4
Conditions
Consents, finance and approvals required for completion.
- 5
Completion & implementation
Payment, handover and post-completion obligations.
The structure affects liabilities, approvals and documentation. Neither route is always safer; the choice depends on the transaction.
The next steps
- 1Clarify the proposed deal, parties and transaction structure.
- 2Review legal due diligence and key commercial terms.
- 3Negotiate the agreement and conditions.
- 4Complete required consents, payment and handover steps.
Information to prepare
Term sheet/offer; proposed asset or share schedule; financial information; leases; employment details; licences; contracts; company authority; disclosure issues and desired timetable.
Common mistakes to avoid
Avoid paying before conditions are clear, ignoring liabilities, assuming licences transfer, promising a tax treatment without advice or leaving post-completion obligations undefined.
Relevant experience for your matter
HRA's commercial, property and employment-law capabilities can support a transaction whose consequences extend beyond the sale document.
Hugh Raichlin
Principal Attorney & Accredited Mediator
BA, LLB · University of the Witwatersrand
Commercial transaction and litigation experience relevant to business sales and acquisitions.
View Hugh's profile
Jessica El-Hage
Attorney
LLB · University of Johannesburg
Commercial and civil litigation experience relevant to transaction risk and documentation.
View Jessica's profileFrequently asked questions
Is a share sale the same as buying the business assets?
No. The structure affects ownership, liabilities, approvals and documentation.
Can you review a term sheet before the final agreement?
Yes. Early advice can identify binding provisions and important matters that should not be left unresolved.
Will existing leases and licences automatically transfer?
Not necessarily. Required consents and legal conditions must be checked.
Can the firm advise on the property or employment aspects too?
HRA has related practice capabilities. The scope and any specialist input are agreed for the transaction.
Related services
Legal Insights
Useful sources
- Companies Act 71 of 2008The full Companies Act text, including company decisions and transactions that can matter when approving or structuring a business sale.
- Labour Relations Act 66 of 1995 — section 197 amendmentThe 2002 amendment document contains the section 197 changes about employment contracts when a business transfers as a going concern.
- Mobile Telephone Networks v Njokweni [2025] ZALAC 43 (SAFLII)A Labour Appeal Court judgment cited on this page about employment consequences when a business transfers as a going concern.
- Department of Employment and LabourStart here for employment legislation and official workplace resources when checking what a business sale could mean for its employees.
Consultation fees
R3,450 including VAT (R3,000 + R450 VAT).
A brief initial telephone discussion is free and helps us assess whether the firm can assist. Where a standard legal consultation is appropriate, its fee is R3,450 including VAT. This is separate from the fees for carrying out the matter. We will confirm the scope and arrangements before booking.
Structure the transaction before you commit.
Tell us whether you are buying or selling, the proposed structure and the conditions. We will identify the due diligence and documentation needed.
What happens next?
Start with a brief telephone discussion so the firm can understand your matter and decide whether it may assist. That initial discussion is free. Where appropriate, a paid consultation is arranged, usually in person; remote arrangements may be considered.
You can begin through our AI-assisted WhatsApp enquiry service at any time. It gathers initial information and does not provide legal advice. Where the firm may be able to assist, an attorney ordinarily follows up within one working day after receipt. A message does not confirm an appointment, acceptance of a matter or action on a deadline.
Speak to Hugh Raichlin Attorneys
Visit us by arrangement at 1 The Avenue, Norwood, Johannesburg 2192. Call 011 483 1527 for new enquiries and existing matters, Monday–Friday, 08:30–17:00. For 24/7 AI-assisted enquiry intake, WhatsApp 011 010 8336. You can also email reception@raichlin.co.za.
Please send sensitive documents only when requested through an appropriate channel.