Victorian Numbered Regulations Victorian Numbered RegulationsFORM 1
STATEMENT CONCERNING PROMISE OF FINANCE BY AUCTIONEER OR ESTATE AGENT TO PURCHASER OR PERSON ACTING ON BEHALF OF PURCHASER
Statement concerning promise of finance by auctioneer or estate agent to purchaser or person acting on behalf of purchaser
Section 51
This statement is given by:
[ Insert name of auctioneer/estate agent ]
in relation to:
[ Insert address or description of real estate or business to be sold ]
Seller's name:
Address:
Purchaser's name:
Address:
Details of any promise made by the auctioneer or estate agent (or by any employee or person acting on behalf of the auctioneer or estate agent) concerning the obtaining of a loan to help finance the purchase of the real estate or business:
Amount of loan $
Rate of interest % per annum
Date by which loan is to be repaid
Amount of repayment instalments
Interval at which repayments to be made
Name of lender
The loan *is to be/*is not to be obtained by the *auctioneer/*estate agent
Any other promise which may previously have been made concerning the obtaining of a loan to help finance the purchase of the real estate or business is withdrawn.
This statement is given on:
Signed:
Auctioneer/Estate Agent
(or person authorised in writing by Auctioneer/Estate
Agent).
I,
[ Insert name of person to whom notice is given ]
acknowledge that I have received a copy of this statement.
Signed:
* Delete if not applicable .
FORM 2
STATEMENT BY A VENDOR OF A SMALL BUSINESS
Statement by a vendor of a small business
Section 52
Introduction
For the purposes of section 52 of the Estate Agents Act 1980 , a small business is a business in which the goodwill, plant, equipment and fittings being sold have a total price of $450 000 or less. In accordance with section 52(8), the reference to price in this paragraph does not include an amount representing the value of a liquor licence or permit under the Liquor Control Reform Act 1998 .
This Statement contains 6 sections—
Section A—Important Information for Vendor
Section B—Important Information for Purchaser
Section C—Business Information
Section D—Vendor's Business Operating Report
Section E—Vendor's Declaration
Section F—Acknowledgement of Receipt by Purchaser
In this Statement a person who is seeking to sell a small business is referred to as a "vendor" and a person who is seeking to buy a small business is referred to as a "purchaser".
SECTION A—IMPORTANT INFORMATION FOR VENDOR
1. A vendor must sign this Statement.
2. A vendor or their estate agent must give the purchaser or their representative a completed and signed copy of this Statement before the purchaser or their representative—
(a) signs the contract; OR
(b) pays the deposit—
with respect to the sale of a small business.
3. The financial and accounting information in the Business Operating Report in Section D must—
(a) cover the trading of the business for the current accounting period (year to date figures); and
(b) cover the trading of the business for the previous two accounting periods, unless the vendor has not owned the business for that long; and
(c) include a statement by a practising accountant that the information is in accordance with the vendor's books of account.
Item 2 in the Business Operating Report in Section D lists the people who are practising accountants for the purpose of this Statement.
4. An accounting period is a financial year; or a continuous period of 12 months; or if a particular accounting period was changed for bookkeeping purposes that period may be treated as an accounting period.
5. A part year is the period between the end of accounting period B and the end of the most recent quarter before this statement was signed. If this statement was signed in the first quarter of the new financial year (or equivalent period as set out at 4 above), the part year accounting period column in the Business Operating Report in Section D is not applicable.
6. A single asterisk, (*), means strike out the item if it is not applicable.
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WARNING TO THE VENDOR If this Statement is incomplete or inaccurate, the purchaser may avoid the contract provided they do so within three months of signing the contract and have not already taken possession of the business. If a purchaser avoids a contract on these grounds, the vendor must repay any money paid by the purchaser under the contract. A vendor who fails to give a purchaser or their representative this Statement or gives a Statement that is incomplete, is liable for a fine of up to 10 penalty units. |
SECTION B—IMPORTANT INFORMATION FOR PURCHASER
1. Section 52 of the Estate Agents Act 1980 requires that a purchaser of a small business or their representative be given a completed and signed copy of this Statement by the vendor or their estate agent. The purpose of this Statement is to notify the purchaser of certain particulars concerning the trading and financial position of the business to be acquired.
2. The information contained in this Statement does not replace due diligence undertaken by the purchaser. It provides key financial information which will assist the purchaser to identify those matters where further information and documentation is required. At a minimum, the purchaser should ask the vendor to provide copies of—
• the Balance Sheet and the Profit and Loss Statement for the business for the last two accounting periods; and
• the most recent Tax Assessment by the Australian Taxation Office for the business; and
• any quarterly Business Activity Statements (BAS) prepared for the business since the end of the last financial year.
3. The purchaser should consider seeking expert advice to assess and interpret the information contained in this Statement and other information provided by a vendor with respect to the business.
4. The purchaser may also consider—
• arranging a trial period before the settlement date during which they have the right to attend the business to observe its operation. Such a period provides an opportunity for the purchaser to gain experience with the running of the business, with the vendor's assistance. Whether or not a trial period is appropriate will depend upon the nature of the business; and
• appointing an accredited stocktaker to assess the stock at hand for the business.
5. The purchaser should ensure that the contract for the sale of the business has warranties with respect to assets, stock and the business accounts.
6. If the vendor purchased the business from a previous owner who only operated the business for a short time, the purchaser should ask the vendor to also provide a copy of the Statement by a Vendor of a Small Business with respect to the previous sale of the business.
7. Where the sale of the business is to include the sale of land, a disclosure statement with respect to the land will be given to the purchaser or their representative in accordance with section 32 of the Sale of Land Act 1962 .
8. Where the sale of business is to include an assignment of lease of retail premises as defined in the Retail Leases Act 2003 , the vendor will give to the purchaser a disclosure statement in accordance with section 61(5A) of that Act.
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NOTICE TO THE PURCHASER The purchaser may avoid the contract if information in this statement is inaccurate or incomplete and is entitled to a full refund of any moneys they have paid under the contract. |
SECTION C—BUSINESS INFORMATION
1. Vendor
Name:
Address:
Phone: Email:
2. Vendor's agent
Name:
Address:
Phone: Fax: DX: Email:
3. Business details
(a) Name:
Street address:
Postal address:
Phone: Fax: DX: Email:
(b) Description of the business:
(c) The vendor has carried on
business for a period
of
*years/*months/*weeks commencing on
(d) The vendor has carried on
business at the present location
for
*years/*months/*weeks.
(e) The business is conducted from premises that are *owned/*leased by the vendor.
If the vendor is the owner of the premises in which the business is being conducted, the premises *are/*are not being sold with the business.
(f) The normal trading hours of the business are—
Monday to Friday:
Saturday:
Sunday:
(g) Members of the vendor's family or other persons *worked/*did not work in the business and *were/*were not paid wages.
Payments made to family or other associated persons have been included in Item 7 in the Business Operating Report in Section D.
SECTION D—VENDOR'S BUSINESS OPERATING REPORT
The figures in this Statement relate to the business being sold and are prepared on an *accrual/*cash accounting basis.
Note : Accrual accounting is the method whereby revenue and expenses are recorded in the period in which the entitlement to income and costs are incurred, even though they may not have been received or paid.
Cash accounting means that revenue and expenses are recorded in the period in which the money was receipted and paid.
1. BUSINESS OPERATING REPORT
|
Accounting period A |
Accounting period B |
(*)Part year | |
|---|---|---|---|
|
(The figures for the most recent previous accounting period should be in column B) |
From |
From |
(*)From |
|
Number of weeks of operation | | | |
|
1. TOTAL GROSS INCOME OF BUSINESS |
$ |
$ |
(*)$ |
|
Average per week |
$ |
$ |
(*)$ |
|
2. COST OF GOODS SOLD (a) Opening stock (b) Plus purchases in period (c) Less closing stock | | |
|
TOTAL COST OF GOODS |
$ |
$ |
|
3. GROSS PROFIT for the business [Total Gross Income of Business (Item 1) less the cost of goods/services provided] |
$ |
$ |
|
Gross Profit [Item 3] as a % of Total Gross Income of Business [Item 1] |
% |
% |
|
Accounting period A |
Accounting period B | |
|
4. TOTAL OPERATING EXPENSES (a) Accounting charges (b) Advertising (c) Bad debts written off (d) Bank and transaction charges
(e) Cartage and freight (f) Cleaning, laundry, protective
(g) Depreciation and amortisation (h) Electricity, fuel, gas (i) Equipment rental/hire (not hire purchase) (j) Insurances (excluding motor vehicle) (k) Interest (l) Licences, registration, trade
(m) Motor vehicle running costs for business purposes i.e. petrol, maintenance, insurance, registration (excluding depreciation) (n) Packaging and wrappings (o) Postage, printing, stationery (p) Rates and outgoings (q) Rent of business premises (r) Repairs and maintenance to business premises, plant, equipment, chattels (s) Staff amenities (t) Superannuation payments for benefit of employees (u) Telephone and Internet (v) Travel and accommodation | | |
|
Accounting period A |
Accounting period B | |
|
(w) Wages paid to employees (excluding vendor/associated persons) (x) Workcover premiums and other wage costs and taxes (y) Other sundry business expenses (itemise) (z) Other expenses unique to the business | | |
|
TOTAL OPERATING EXPENSES directly related to the business |
|
$ |
|
5. NET PROFIT FOR THE BUSINESS (Item 3 less Item 4) |
$ |
$ |
|
6. PERSONAL EXPENSES and outgoings of the present vendor (a) Depreciation and amortisation (b) Financing and interest costs (c) Vendor's personal expenses (d) Vendor's other sundry expenses (e) Wages paid to associated persons (f) Superannuation paid to associated persons Add others if applicable |
|
|
|
7. ADJUSTED NET PROFIT to owners of the business (Item 5 less Item 4 plus Item 6) |
$ |
$ |
|
8. FURTHER CONSIDERATIONS—ASSET QUALITY 1. Business debts Trade debtors (owed to business) at end of accounting period B Less provision for doubtful debts NET DEBTORS |
$ | |
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2. Contingent liabilities Itemise other matters that could impact upon the owner's equity in the business as at the proposed settlement date. This includes any liability that runs with the business, for example, an adverse planning or environment ruling affecting the operating precinct of the business or a taxation dispute or other litigation concerning the business if it is a corporation. |
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2. STATEMENT BY PRACTISING ACCOUNTANT
I,
[ Insert practising accountant's name ]
of
[ Insert practising accountant's address ]
Phone:
being a—( Tick the relevant box )
o registered company auditor with the Australian Securities and Investments Commission; OR
o Member of CPA Australia or Chartered Accountants Australia and New Zealand; OR
o Member or Fellow of either the Institute of Public Accountants or the Association of Taxation and Management Accountants; OR
o Fellow of the National Tax and Accountants' Association Limited—
have compared the accounting and financial information set out in the Business Operating Report with the books of account of the vendor and I advise it is in accordance with the books of account of the vendor, and make additional comments—
Practising Accountant's Signature: Date:
SECTION E—VENDOR'S DECLARATION
The vendor declares that—
(a) since the end of the last accounting period in column B of the Business Operating Report—
(i) circumstances have arisen or practices have been adopted that *have/*have not affected the gross profit of the business; and
(ii) no circumstances adversely affecting, or likely to adversely affect, the conduct of the business have arisen, except the following—
(b) the information in this Statement (including the Business Operating Report) is accurate and complete.
Vendor's Signature: Date:
SECTION F—ACKNOWLEDGEMENT OF RECEIPT BY PURCHASER
The purchaser acknowledges receipt of this completed Statement by the vendor of a small business.
I,
[ Insert purchaser's name ]
of
[ Insert purchaser's address ]
Purchaser's Signature: Date:
FORM 3
EMBARGO NOTICE
Embargo notice
Section 70O
(1) The item described below has been embargoed under section 70O of the Estate Agents Act 1980 .
(2) Section 70O(2) provides that a person who knows that an embargo notice relates to a thing and who—
(a) sells; or
(b) leases; or
(c) without the written consent of the inspector who issued the embargo notice, moves; or
(d) transfers; or
(e) otherwise deals with—
the thing or any part of the thing is guilty of an offence and liable to a penalty not exceeding 25 penalty units.
(3) Section 70O(3) provides that it is a defence to a prosecution for such an offence to prove that the thing or part of the thing was moved for the purpose of protecting and preserving it.
(4) Section 70O(4) provides that despite anything in any other Act, a sale, lease, transfer or other dealing with a thing in contravention of that section is void.
Description of embargoed item:
This notice has been—
o served on [ Insert name ]
o affixed to the item described above
Signature of inspector:
Name of inspector:
Telephone number: Date: Time:
FORM 4
NOTICE OF DISALLOWANCE OF CLAIM FOR COMPENSATION FROM THE VICTORIAN PROPERTY FUND
Notice of disallowance of claim for compensation from the Victorian Property Fund
Section 81
To:
[ Insert name of claimant ]
of
[ Insert address of claimant ]
The Secretary *wholly disallows/*partly disallows your claim for compensation from the Victorian Property Fund.
**The Secretary disallows $ of your claim.
The reasons for the *disallowance/*partial disallowance are:
Signed: Dated:
(For and on behalf of the Secretary of the Department of Justice)
* Delete if not applicable .
** Delete if claim wholly disallowed .