Buying, Selling or Succeeding a Civil Contracting Business

A civil contractor turns fifty-eight with the best order book he has ever had. Three crews, a yard he owns, a fleet mostly paid for, and work booked well into next year with two councils and a developer who rings him directly. He intends to retire in about three years. There is no plan, and when he finally asks what the business is worth, the answer is a long way short of what he assumed.

The order book is not the problem. He is. The councils ring him. The prices are his judgement, built from thirty years of watching what jobs actually cost. The referees on the prequalification file describe projects he personally ran. Take him out and a buyer is left with plant, a yard and employees who may or may not stay. That gap — between what an owner counts and what a buyer will pay for — is the whole subject of selling a civil contracting business, and it closes in the years before the sale, not during it.

This guide covers three versions of one transaction: selling to a third party, buying from one, and handing over to family or staff. Sale structuring, tax and employment obligations are adviser territory. What follows sets out the mechanisms clearly enough that you know which questions belong with your accountant and lawyer, and which belong with a prequalification scheme before anything is signed.

Why the business is worth less than the owner assumes

Owners and buyers value the same business from opposite ends. The owner adds up turnover, work in hand, the fleet, the yard, the reputation and the thirty years. The buyer subtracts everything that leaves when the owner does, and prices what is left — and their advisers look hard at unregistered obligations, including the portable long service leave position covered in our guide to portable long service leave.

That subtraction is risk pricing, not scepticism. If the developer rings the founder rather than the company, there is no basis to assume the phone keeps ringing after settlement. If one person prices every tender, no basis to assume the next twenty are priced as well. If the referees describe work the founder supervised, no confidence they will speak as warmly once he has gone. Each is a reason to pay less.

The framing that matters: a buyer is not buying what the business earned, but what it will earn without you in it. It is also why making a business saleable is the same work as making it scalable — documented systems, a real second-in-command, an estimating method outside one head, clients who belong to the company. The order in which those break during growth is set out in scaling a civil contracting business; the order in which they suppress a price is the same list read backwards. Value is built years ahead, not negotiated.

What actually transfers, ranked

Not everything in a civil business is an asset in the transfer sense. Some things move cleanly, some only with someone else’s permission, and some not at all. Ranking them honestly is the first useful exercise for either side.

What is on the table	How readily it transfers	What decides it
Plant and equipment	Cleanly — the most transferable thing you own	Valuation, hours and condition; whether finance is discharged
Land, yard and buildings	Cleanly, but usually a separate negotiation	Often held outside the trading entity
Debtors, work in progress, retention	Depends entirely on structure	Retained by the seller in an asset sale; travels with the entity in a share sale
Order book and current contracts	Partially, never automatically	Assignment and change of control clauses, and the principal’s consent — §05
Term contracts and panel positions	Partially, and hardest of all	Appointments are usually personal to the entity and expressly non-transferable
Prequalification and licences	Not automatically, under any structure	They attach to a legal entity and are reassessed on change of control — §03
Employees	Only if they choose to stay	Nothing compels anyone to work for a new owner
Systems, rates and tender content	Fully — if written down	Whether the method exists as documents or as recollection
Referees and project experience	Only in part	Projects stay with the entity; the people who ran them may not
Goodwill and relationships	Least of all	Whether the client deals with the company or the person leaving

Two things follow. The assets that transfer most cleanly are the ones a buyer values independently and therefore pays no premium for — plant is worth what plant is worth, and equivalent machines can be bought without buying your business at all. The value sits further down the table, in exactly the categories that transfer badly.

The prequalification problem

This is the section that most often decides how a civil deal is structured, and the one both sides discover too late.

Prequalification is not a certificate of capability that follows a business around. It is a status granted by a scheme to a specific legal entity, assessed on that entity’s financial position, its nominated key personnel, its systems, and referee reports on projects it delivered. Licensing works the same way — a licence is held by an entity, and in several jurisdictions depends on a nominated individual with the qualifications the regulator requires. Three consequences follow.

• An asset sale generally does not carry prequalification or licences across. A different legal person holds its own status or none. It cannot inherit yours by buying your plant and your client list.
• A share sale may preserve them, because the entity does not change. That is the mechanical reason share sales are common in civil contracting even where a buyer would otherwise prefer assets.
• A change of control is usually itself notifiable. Schemes and regulators commonly require notice of changes in ownership, directors or nominated personnel, and reserve the right to reassess. Preserving the entity is not preserving the status.

The last point is where deals come unstuck. An owner assumes a share sale keeps everything intact, sells, and the scheme then reassesses, finds the key personnel whose experience supported the category have left, and adjusts the level. The buyer has paid for access to work they can no longer bid. Sometimes new key personnel and a fresh submission recover it; sometimes it needs a rebuilt referee history.

Navigator posture, stated plainly: do not structure a deal on assumptions about what a scheme will accept. Every road authority scheme, agency panel, licensing regulator and private system sets its own rules on entity identity, change of control and reassessment, and they are not uniform. Before the structure is settled, write to each scheme the business relies on, describe the transaction, and get the position in writing. The schemes are mapped in civil contractor prequalification in Australia and the licensing regimes in contractor licensing by state, but neither substitutes for confirming your transaction with the scheme itself.

The same applies to insurance and to any bonding or bank guarantee facility. Insurers rate the entity, its history and its management; sureties and banks assess the balance sheet and the people running it. A change of control triggers a re-look in all three, and the facilities that make the work possible may not survive it on the same terms.

Share sale or asset sale

All of that forces the structuring question early. In a share sale the buyer acquires the shares, and the company continues to own everything it owned and owe everything it owed. In an asset sale the buyer acquires nominated assets — plant, name, records, goodwill — and the seller keeps the entity, its history and generally its liabilities.

Dimension	Share sale	Asset sale
What changes hands	Ownership of the entity; the business is untouched	Listed assets only; anything unlisted stays behind
Contracts	Stay with the entity — but change of control clauses may still bite	Assigned or novated one by one, each needing consent
Prequalification and licences	May be preserved, subject to notification and reassessment	Generally do not transfer; the buyer stands on its own status
Employees	Same employer; nothing to re-create	Employment ends and the buyer makes fresh offers
Known liabilities	Travel with the entity; priced and warranted	Stay with the seller unless expressly assumed
Unknown liabilities	Travel with the entity too — the buyer’s central risk	Largely avoided, which is why buyers prefer this
Plant under finance	Facilities continue, but financiers hold change of control rights	Discharged or refinanced at completion
Warranties and diligence	Extensive — the buyer inherits all history	Narrower, focused on title to the assets
Tax and duty	Adviser territory, and different for both parties	Adviser territory, different again

The tension is obvious. Buyers prefer asset sales, because unknown liabilities ruin acquisitions and an asset sale leaves most of them behind. Sellers prefer share sales, because a clean exit from the entity is a clean exit from its history. In most industries that is settled on tax and risk appetite. In civil contracting it is frequently settled by prequalification, because an asset sale that strands it destroys more value than the liability risk it avoids.

That does not make the share sale right. It makes it the option to test first, against confirmed scheme positions rather than assumptions. A business with a long dispute history or a poor safety record may be worth buying only on an asset basis, with the prequalification consequences accepted and rebuilt.

Tax, duty and where this guide stops

Tax and duty treatment differs between the two structures, by the seller’s own structure — company, trust, partnership, sole trader — and by jurisdiction. The mechanisms you will hear named include capital gains treatment on the disposal, the small business capital gains concessions, going concern treatment for GST, transfer duty on assets and sometimes on shares, and balancing adjustments where plant has been depreciated. This guide names them so you raise them early, and deliberately puts no rates, thresholds or eligibility tests against any of them.

Take the structure question to your accountant and lawyer before you agree a price. The structure changes what the price means to both sides, and a price agreed in ignorance of it is renegotiated in bad temper.

The order book does not come with the keys

Owners present the order book as the headline asset. Buyers treat it as the least certain thing in the room, and they are right to.

Construction contracts in Australia almost universally restrict assignment. The standard forms and their agency-amended versions require the principal’s consent — often at absolute discretion — before a contractor assigns its rights, and novation needs everyone’s agreement. Neither happens because a business changed hands. Change of control provisions close the other door: many contracts and most panel deeds treat a change in the ownership or control of the contractor as an event requiring notice, consent or both, with termination rights if it happens without them.

Panel appointments and standing offers are tightest of all. They are made to a named entity after evaluating that entity, and the deed usually says plainly that the appointment is personal and non-transferable — see winning work off panels and standing offers. Term maintenance arrangements behave the same way: long, valuable, and granted to a party the principal chose.

For a seller the consequence is that you cannot promise what you do not control. For a buyer, the order book must be diligenced contract by contract, not totalled. The mechanics that manage the gap are well established.

• Conditions precedent. Completion is conditional on named consents — the principal’s, the financier’s, the surety’s. Nobody completes and then hopes.
• Consent approaches sequenced deliberately. Asking a principal for consent tells them the business is changing hands. Plan that conversation.
• Price adjustment or retention against non-consent. Part of the price moves with which contracts actually come across.
• Earn-outs tied to what survives. Where the parties disagree about whether the work continues, an earn-out prices the disagreement instead of arguing it.
• Restraint and non-solicitation. A seller who keeps the relationships and re-uses them makes the goodwill worthless.

What a buyer is actually paying for

This guide gives no valuation figures, multiples or ranges, because a published number is worse than useless where two businesses of identical turnover can be worth wildly different amounts. The mechanism is what matters: a buyer pays for earnings they believe will repeat, and discounts everything that makes repetition uncertain.

What lifts the assessment

• Recurring and maintenance income. Work that continues by contract can be forecast; completed one-off projects are a history, not a forecast — see term maintenance contracts in civil.
• Contracted work in hand with margin in it. Not volume — margin. A careful buyer prices the jobs, not the total.
• A spread of clients. Where one client is most of the turnover, the buyer is buying a single relationship and pricing the risk of losing it.
• People who are staying. A named second-in-command who intends to remain converts an owner-dependent business into a going concern — see key personnel, CVs and org charts for tenders.
• Systems that work unsupervised, genuinely used rather than assembled for an audit.
• A clean prequalification and licensing position, held by the entity, with referee history that survives the founder.

What drives the discount

• Owner dependence. The largest single discount in small civil contracting. If pricing, relationships and site standards all sit with one person, the buyer is buying equipment and a hope.
• Plant that is old, hard-worked or heavily financed. A fleet at the end of its life is a capital programme the buyer must fund immediately.
• Work in progress and retention exposure. Uncertified claims, unresolved variations and retention across a portfolio are money earned and not received — see cash flow in civil construction contracts.
• An unresolved dispute tail. Live claims and adjudications are priced as risk in a share sale, and as a reason to avoid one.
• Defects liability still running. Completed projects are not finished projects — see practical completion, defects liability and the final claim.
• Accounts that cannot be relied on — covered next, because it is the most self-inflicted of all.

The financial capacity problem in reverse

Small civil businesses are usually run to minimise tax. Profit is drawn rather than retained, wages go to family members, vehicles run through the company, and the accountant’s job each year is to make the taxable result as small as it lawfully can be. That is ordinary. It also does something unhelpful the day you decide to sell.

A buyer values maintainable earnings from the financial statements. A lender funding that buyer does the same. A scheme assesses net assets and working capital from them too — the mirror image of a problem the library covers from the other direction in demonstrating financial capacity in tenders. Three years of accounts engineered to show as little profit and as few net assets as possible present, to all three audiences, a business that is barely profitable and thinly capitalised.

Sellers respond by explaining the add-backs: the vehicle was not really a business cost, the family wage exceeded the market rate, the expense was one-off. Legitimate normalisation is a normal part of a sale, but it has limits.

• A buyer discounts what they cannot verify. An add-back supported by an invoice is accepted; one supported by recollection is not.
• Add-backs do not fix the balance sheet. You cannot explain away net assets distributed years ago, and an assessment reads the balance sheet as it stands.
• Add-backs invite scrutiny. A long list of personal items makes a buyer’s adviser look harder at everything else.
• Lenders are not persuaded by narrative. Figures that do not support borrowing shrink the pool of buyers who can afford you.

The workable response is a deliberate change of policy for the final years: clean accounts, prepared consistently, personal items out of the company, profit allowed to show. That has tax consequences, and whether they are worth paying belongs with your accountant. The mechanism is not in doubt — how the accounts have been run is one of the largest determinants of the price, and the one with the longest lead time.

Preparing to sell — the three-year version

The work of selling a civil contracting business well is done in the three years before it, not in the negotiation. It runs in five parallel workstreams.

1. Clean the accounts, and keep them clean

Covered in §07. Three consecutive years prepared on a consistent basis is the base on which everything else is negotiated — and the same accounts support a better prequalification position while you still own the business.

2. Certify the systems so the business is not the owner

Certified quality, environmental and safety systems do two jobs in a sale. They are often a precondition for the work you want to keep bidding, and they are the clearest evidence that the way of working exists outside the founder’s head. A buyer who cannot read the system is relying on the founder’s account of it. The practical path is in the ISO prequalification trifecta.

3. Write down the estimating method

This is the most valuable transferable asset in a small civil contractor and the least likely to exist on paper. The rate build-ups, the productivity assumptions drawn from actual jobs, the allowances experience says are always needed — all of it lives in one person’s judgement. Turning it into a rates library and a record of estimated against actual outcomes is slow work with no payoff until the day it matters, which is why it never gets done. It is also the difference between a buyer inheriting a pricing capability and inheriting a spreadsheet they do not understand. Started three years out it is a habit; started three months out it is impossible.

4. Make the referees the company’s, not the founder’s

Referee reports carry more weight in civil evaluation than almost anything else, and they are quietly personal — the superintendent who speaks well of a job speaks well of the person who ran it. If every referee’s good opinion attaches to the departing owner, the position is weaker after the sale than the file suggests. The fix takes years: put the successor in front of clients on live jobs, nominate them in submissions, and build a history in which the company is the subject, per referees and past project experience in tenders.

5. Do the housekeeping

• Corporate records — share register, minutes, resolutions and trust deeds, complete and findable.
• Employment records — contracts for everyone, awards identified, accrued leave and long service recorded.
• Leases and property — tenure clear, related-party arrangements on arm’s length terms.
• Licences and registrations — held by the entity, current, with nominated personnel who will still be there.
• Plant register and finance schedule — every machine reconciled to its ownership and encumbrance.
• Contract files — contracts, variation approvals and claim histories organised by job, not by memory.
• Insurance history — policies, renewals and the claims record, which will be examined.

None of that adds value. All of it prevents value being lost, because every gap a buyer’s adviser finds becomes a price adjustment or a warranty the seller has to give.

Buying: the due diligence a civil buyer must do

The case for buying a civil contracting business is usually capacity you cannot recruit, prequalification you would take years to build, a geographic position, or a client base. Good reasons, and reasons that make a buyer impatient. General diligence will be run by advisers. What follows is the civil-specific layer they routinely miss.

Contract and claim position

• Every live contract read, not listed — assignment, change of control, termination, liquidated damages and time bars, job by job.
• Open variations, priced and unpriced. Work done and not approved is a receivable the seller counts and a dispute the buyer inherits.
• Entitlement already time-barred. A missed notice appears nowhere in the accounts and does not stop being lost.
• Extension of time and delay positions on every current job, and where the programme risk sits.
• Live disputes and adjudications, including anything in the security of payment machinery.
• Retention held across all jobs, its release milestones, and any bonds outstanding.
• Defects liability tails on completed jobs, and rectification not yet called.

Assets, people and status

• Plant, machine by machine — ownership against finance, registered security interests, hours, service history and realistic remaining life. Independent valuation, not the seller’s list.
• Employee entitlements — accrued annual leave, long service, redundancy exposure, applicable awards, and any underpayment risk. In an asset sale, service continuity must be dealt with in the agreement.
• Who is staying. A business whose supervisors leave at settlement is a plant purchase at a going-concern price.
• Insurance claims history — past claims affect premiums, affect what cover is available, and are examined at prequalification, per insurance claims for civil contractors.
• Safety and environmental record — regulator interactions, notices, incidents, and anything disclosable in a tender.
• Prequalification and licences — what is held, at what level, expiring when, and, confirmed in writing with each scheme, what survives the transaction.
• The yard — contamination, fuel storage, environmental compliance and tenure. Civil yards accumulate history.

Two things separate a good civil acquisition from a bad one. The first is whether the earnings survive the seller — test rather than assume that clients deal with the company, and structure the handover and restraints accordingly. The second is working capital: acquisitions consume cash at exactly the moment the buyer has just spent a great deal of it.

Succession to family or staff

Handing the business to family or to the people who run it is the outcome most owners say they want, and the one most likely to fail for a reason nobody predicts. Management buyouts and family successions almost never fail on capability. They fail on funding.

The mechanism is simple. The successors are the site manager, the estimator or the founder’s children. They know the work, the clients and the crews. What they do not have is capital, and the conventional sources are closed: a bank lends against security they do not own, and against a balance sheet kept deliberately thin (§07). The people best placed to run the business are the people least able to buy it.

• Vendor finance. The owner is paid out of future earnings over years. The founder becomes the bank — without a bank’s security, and without its ability to walk away.
• Earn-outs. Part of the price depends on performance after handover, which aligns interests and also makes the founder’s retirement income depend on someone else’s decisions.
• Staged equity. Shares transferred in tranches, often funded from dividends. It spreads the funding problem and proves capability before control moves — but each tranche may be a separate notifiable change (§03).
• A longer runway. The most common and least discussed instrument: the founder stays years past the intended date, because the funding structure requires it.

Each carries a risk the founder should name out loud before agreeing to it: if the business falters after handover, they can lose both the unpaid balance of the price and the business they would have to come back and run. That is an argument for documenting it properly, taking security where security is available, and making the transfer of control follow demonstrated performance rather than a calendar.

Family succession adds questions the commercial answers cannot reach — whether children in the business and children outside it are treated equally, and what happens to the founder’s retirement income if a business run by one of their children stops performing. Those are estate planning and family law questions, and they belong with a lawyer and an accountant early rather than after a disagreement.

A succession plan worth the name therefore has four documented parts: who takes each function and by when, how the transfer is funded and secured, what the founder’s continuing role and exit date actually are, and what happens if the successor cannot or will not continue. A plan with the first part and none of the others is an intention, and intentions do not survive a bad year.

The staged handover that works

Whether the successor is a buyer, a manager or a family member, the sequence that works is not the one owners instinctively choose. Owners hand over the parts they enjoy least first, usually administration, and keep the clients until the end. The right order is the opposite: transfer what takes longest to replace first, and what is easiest to explain last.

Relationships first, and deliberately

Relationships move one conversation at a time. Take the successor to every client meeting, introduce them as the person who will run the work, then stop being the one who answers the phone. Let them make the call and occasionally be wrong in front of the client — the client needs to see them recover, not just perform. The failure mode is the founder who introduces a successor and keeps taking the calls because it is faster. Two years later the relationships have not moved, and everyone has been told they have.

Tenders and referee lists early

Get the successor onto submissions early and genuinely: named on the organisation chart with a real role, a CV listing projects they actually ran, nominated for referee checks, and answering questions at tender interviews. That builds their referee history while the founder is still there to support it. When a scheme reassesses the entity after a transfer, a successor named as key personnel across three years of submissions is a far stronger answer than one appointed the week the founder left.

Estimating last, because it is hardest

Pricing goes last because it cannot be transferred by explanation. It is judgement assembled from years of seeing what jobs cost against what they were priced at, and the only method that moves it is parallel estimating: the successor prices the job, the founder prices it, the two are compared before submission, and the founder explains every material difference — the reasoning, not just the number. Run that across a full cycle of tenders, wins and losses alike. The rates library in §08 is the skeleton; parallel estimating puts judgement on it.

Through all of it, tell staff, clients, financiers, insurers and schemes on your own timing rather than letting rumour do it — and remember that notification to schemes, insurers and financiers is a contractual duty, not a courtesy. Employee entitlements and the industrial instrument that sets them travel with the people — see our guide to awards, enterprise agreements and labour rates.

When there is nothing to sell

The honest section. Some civil contracting businesses cannot be sold as businesses, because there is no business separate from the person running it. The signs: every client relationship is personal to the owner; every price is set from undocumented judgement; there is no second-in-command anyone would name on an org chart; systems exist as habits; work is won job to job with no recurring base; and the referee history rests on the owner’s reputation.

A business with all six is a plant sale with a name attached. That is not a failure — plenty of profitable contractors are structured exactly that way. But the exit is a different transaction, and it needs its own plan.

• Sell the plant into a market, not out of necessity. Orderly disposal beats a forced sale after the work stops.
• Finish the work properly. Reputation is worth something even at the end.
• Collect the tail. Final claims, retention releases and defects liability periods run past the last day on site, and the entity must stay alive — insurance and licences current — until they close.
• Deal with employees properly, with notice, entitlements and advice — getting it wrong creates liabilities that survive the wind-down.
• Take advice on the entity itself — how and when it is wound up, and what that means for tax and continuing obligations.

Timing is the whole point. Discovering three months out that there is nothing to sell leaves a fire sale. Discovering it three years out leaves a choice: run the wind-down properly, or spend those years building what turns a plant sale into a business sale.

A three-year timetable

Sequenced properly, an exit is a programme rather than an event. Three years is the shortest period in which the structural items — accounts, systems, referees, estimating — can genuinely change what a buyer sees. Longer is better; shorter mostly means accepting the business as it is.

When	The work
Three years out	Decide the destination — sale, succession or wind-down — and be honest about which is realistic. Change the accounting policy. Start the rates library and the estimated-against-actual record. Identify the successor
Two years out	Put the successor into client meetings and onto submissions as named key personnel. Begin parallel estimating. Document and certify the systems. Build a recurring income base under the project work
Twelve months out	Take the structure question to your accountant and lawyer before any price discussion. Write to every scheme, regulator, insurer and financier to confirm the consequences. Finish the housekeeping in §08
Six months out	Reconcile the plant register against the finance schedule. Resolve what can be resolved of open variations and disputes — the rest become price adjustments. Confirm which contracts and panel positions can move
The transaction	Diligence, structure, warranties, restraints and the consent conditions precedent. Sequence the conversations with principals, staff and schemes deliberately
After completion	The handover actually agreed, honoured in full. Referee transitions, remaining relationship transfers, and the retention and defects liability tail to its end

One rule governs the table: everything that changes the price sits in the first two rows.

Checklist

• If you left tomorrow, which clients would still ring the company rather than you?
• Has each scheme, regulator, insurer and financier confirmed in writing what your transaction does to your status?
• Have you tested whether the deal must be a share sale to preserve prequalification?
• Have you read every live contract for its assignment, change of control and termination clauses?
• Do you know which panel positions and term arrangements are expressly non-transferable?
• Will three years of accounts stand up to a buyer’s adviser, a lender and a capacity assessment?
• Does the estimating method exist as documents, or only as your judgement?
• Are your nominated referees speaking about the company and the continuing staff, or about you?
• Is there a named second-in-command with a CV an evaluator would accept, already on submissions?
• Do you know the retention held, the bonds outstanding and every defects liability period still running?
• If you are funding a buyout yourself, is the deferred amount secured, and what happens if the business falters?
• If there is nothing to sell, is there a written plan for an orderly wind-down instead?

The short version

• A buyer pays for what the business earns without you in it. Everything else is the owner’s arithmetic.
• Plant transfers cleanly and is valued independently, so it earns no premium. Value sits in what transfers badly.
• Prequalification and licences attach to a legal entity. An asset sale generally strands them, a share sale may preserve them, and a change of control is notifiable either way.
• Confirm the consequences with each scheme in writing before the structure is settled. Do not assume.
• Contracts, panel positions and term arrangements do not travel automatically. An order book is worth what actually novates.
• Years of minimising tax make the entity look thin to a buyer, a lender and an assessor alike. Clean accounts have the longest lead time.
• Management buyouts fail on funding, not capability. Vendor finance and earn-outs bridge it, and the founder stays longer than planned.
• Hand over relationships first, tenders and referees early, estimating last — it can only be taught by doing.
• One person plus plant is a plant sale. Finding that out three years early is a choice; three months early is a fire sale.

Sources and further reading

This guide is general information for Australian civil construction businesses and is not legal, tax, accounting, financial or employment advice. Sale structuring, tax and duty, the transfer or termination of employment, and the drafting of warranties, restraints and security all depend on your circumstances, your entity structure, your jurisdiction and current law — take them to your accountant and to a lawyer experienced in business sales before agreeing terms. No valuation figures, multiples or percentages appear anywhere in this guide, deliberately. And the consequences of a sale, a change of control or a staged succession for prequalification, licensing, insurance and bonding are set by each scheme, regulator, insurer and financier individually, and must be confirmed in writing with each one before a structure is agreed.

• The prequalification schemes and licensing regimes relied on in §03 and §04 — road and bridge authority schemes, agency panels, private prequalification systems, and the licensing regimes that in several jurisdictions depend on a nominated individual rather than the entity alone — each set their own rules on entity identity, notification of ownership and personnel changes, and when a level or licence is reassessed. Those rules are not consistent and change over time. They are mapped in our guides to civil contractor prequalification in Australia and contractor licensing by state; the position for your transaction must be confirmed with each scheme and regulator directly.
• The employment consequences of a business sale — continuity of service, accrued annual leave and long service leave, redundancy exposure, and applicable awards and agreements — are governed by the Fair Work Act and by state and territory long service leave legislation. They differ materially between a share sale and an asset sale, carry penalties when handled incorrectly, and belong with an employment lawyer.
• The assignment, novation and change of control provisions discussed in §05 appear in the standard Australian construction contract forms, in the amended versions agencies issue, and in panel and standing offer deeds where appointments are typically expressed to be personal to the appointed entity. How those arrangements are won and held is covered in our guides to winning work off panels and standing offers and term maintenance contracts in civil; how a specific contract behaves on a transfer is a matter for reading that contract.
• The claim, retention and completion mechanics behind §06 and §09 — progress claims and certification, retention and its staged release, security of payment, practical completion, the defects liability period and the final claim — are sourced in full in our guides to cash flow in civil construction contracts and practical completion, defects liability and the final claim.
• The tax and duty mechanisms named in §04 — capital gains treatment on the disposal, the small business capital gains concessions and their eligibility conditions, going concern treatment for GST, transfer duty on assets and in some circumstances on shares, and balancing adjustments on depreciated plant — are named only so they are raised early with the right adviser. No rates, thresholds or figures are given, because they change, they interact, and their application turns on facts specific to the seller.