Bill of Sale — Business Assets (New Zealand)

A Bill of Sale — Business Assets in New Zealand transfers ownership of a business or its assets from seller to buyer and records the price, assets included, and warranties given, with the sale governed by the Contract and Commercial Law Act 2017.

Business asset sales in New Zealand are governed primarily by the Contract and Commercial Law Act 2017, which consolidates the law of contract and replaces the earlier Contractual Remedies Act 1979 and Sale of Goods Act 1908 provisions for personal property. Section 34 of the Act governs the interpretation of contracts, and Section 46 provides for implied warranties of title — meaning the seller impliedly warrants that they have the right to sell the assets and that they are free from undisclosed encumbrances.

The Personal Property Securities Act 1999 (PPSA) is also central to any business asset sale in New Zealand. Security interests over personal property — including business equipment, vehicles, and stock — must be registered on the Personal Property Securities Register (PPSR) maintained by the Companies Office. A buyer who purchases assets without conducting a PPSR search may take those assets subject to any registered security interests, potentially allowing a secured creditor to repossess the assets even after the sale.

GST treatment of the transaction under the Goods and Services Tax Act 1985 must be determined before completing the sale. A going concern sale may qualify for zero-rating at 0% GST under Section 11(1)(m) of the GST Act if both parties are GST-registered and the required conditions are met. Individual asset sales attract 15% GST on taxable supplies.

For business sales involving employees, the Employment Relations Act 2000 employee protection provisions under Section 69OI require the buyer to offer employment to affected employees on equivalent terms. The Inland Revenue Department (IRD) and MBIE both have oversight roles in ensuring compliance with tax and employment obligations on settlement.

The Personal Property Securities Act 1999 (PPSA) is central to any business asset sale in New Zealand. Security interests over personal property — including business equipment, vehicles, and stock — must be registered on the Personal Property Securities Register (PPSR) maintained by the Companies Office. A buyer who purchases assets without conducting a PPSR search may take those assets subject to any registered security interests, potentially allowing a secured creditor to repossess the assets even after the sale has completed.

GST treatment of the transaction under the Goods and Services Tax Act 1985 must be determined before completing the sale. A going concern sale may qualify for zero-rating at 0% GST under Section 11(1)(m) of the GST Act if both parties are GST-registered and the required conditions are met. Individual asset sales that do not qualify as a going concern attract 15% GST on taxable supplies, which must be clearly stated in the Bill of Sale.

For business sales involving employees, the Employment Relations Act 2000 employee protection provisions under Section 69OI require the buyer to offer employment to affected employees on equivalent terms. Both seller and buyer must notify affected employees at least five working days before the transfer date under Section 69OJ of the Employment Relations Act 2000. The Inland Revenue Department (IRD) and MBIE both have oversight roles in ensuring compliance with tax and employment obligations on settlement.

A Business Bill of Sale in New Zealand is needed whenever business assets are being sold or transferred from one party to another and a written record of the transaction is required. Written documentation is essential for asset transfers of any significant value.

The document is needed for the sale of an entire small business as a going concern — for example, a retail shop, café, or trade business — where the transaction is structured as an asset sale rather than a share sale. In a going concern sale, the Bill of Sale records the transfer of all business assets including plant, equipment, stock, goodwill, and the business name. A related Sale and Purchase Agreement may also be used for more complex transactions, but a Bill of Sale is appropriate for simpler or lower-value transfers.

The Bill of Sale is also required when selling individual business assets — such as a vehicle, piece of machinery, or item of commercial equipment — to another business or individual. The document proves title has passed and can be used for insurance purposes, bank financing applications, and ACC levy calculations by the Inland Revenue Department (IRD).

For transactions involving assets subject to financing — for example, equipment purchased under a hire purchase agreement or subject to a registered security interest on the PPSR — the seller must arrange for the security interest to be discharged before or at settlement, and the Bill of Sale should record this. The Personal Property Securities Act 1999 governs the discharge of PPSR registrations.

Buyers and sellers should also consider whether a PPSR search is required and whether Overseas Investment Office notification is needed where overseas persons are involved, as the Overseas Investment Act 2005 may apply depending on the value of assets or any associated land.

Buyers and sellers should also consider whether a PPSR search is required to identify any registered security interests over assets being transferred. The Personal Property Securities Act 1999 governs the discharge of PPSR registrations, and the seller should arrange for any registered security interests over the assets to be discharged before or at settlement.

Where overseas persons are involved in the purchase, the Overseas Investment Act 2005 and the Overseas Investment Office may require notification or consent depending on the value of assets or any associated sensitive land. The Companies Office and LINZ provide guidance on when OIO approval is required. For transactions involving business licences — such as liquor licences under the Sale and Supply of Alcohol Act 2012 or food premises licences under the Food Act 2014 — those licences generally cannot be transferred as part of an asset sale and the buyer must apply for new licences independently.

A Business Bill of Sale in New Zealand must contain several key elements to be legally effective and to satisfy the requirements of the Contract and Commercial Law Act 2017 and the Personal Property Securities Act 1999.

Seller and buyer details: Full legal names, addresses, and contact details of both parties. For companies, include the New Zealand Business Number (NZBN) and Companies Office registration number. For individuals, include date of birth and identity verification details as required for anti-money laundering compliance under the Anti-Money Laundering and Countering Financing of Terrorism Act 2009.

Description of assets transferred: A detailed schedule of all assets included in the sale — equipment (with serial numbers where available), stock and inventory, goodwill, intellectual property, trade name, business records, and any other assets. A clear schedule prevents disputes about what was and was not included.

Purchase price in NZD: The total consideration payable, with clear allocation between different asset classes (equipment, stock, goodwill) as required for GST and income tax purposes. The allocation affects how depreciation is calculated by the IRD.

GST treatment: A statement of whether the transaction is GST zero-rated as a going concern under Section 11(1)(m) of the Goods and Services Tax Act 1985, or whether GST at 15% is payable in addition to the purchase price.

PPSR disclosure: A warranty from the seller confirming that the assets are free from registered security interests on the Personal Property Securities Register, or disclosure of any known security interests that will be discharged at settlement.

Warranties from seller: Standard warranties that the seller has title to sell, the assets are in working order, and there are no undisclosed encumbrances, consistent with Section 46 of the Contract and Commercial Law Act 2017.

Settlement date: The date on which ownership passes and the purchase price is payable.

The forms-legal.com Bill of Sale — Business Assets (New Zealand) provides a ready-to-use template covering all these elements.

Excluded assets: A clear list of any assets retained by the seller and not included in the sale — such as the seller's personal vehicle, certain receivables, or specific intellectual property. Ambiguity about excluded assets is a common source of post-settlement disputes in business sales.

Liabilities assumed: A statement of whether the buyer is assuming any liabilities of the business — such as supplier contracts, employee entitlements, or lease obligations — or whether all liabilities remain with the seller. In a pure asset sale, the buyer generally does not assume liabilities of the business except those specifically agreed.

Employee transfer provisions: Where employees are transferring with the business under Section 69OI of the Employment Relations Act 2000, the Bill of Sale should reference the employee transfer provisions and confirm that the required notifications have been or will be given to affected employees at least five working days before settlement.

Licences and permits: A list of any business licences, permits, or regulatory approvals required to operate the business, and confirmation of which party is responsible for obtaining new licences where existing licences cannot be transferred.

Settlement mechanics: Clear instructions on how settlement will be conducted — whether by bank transfer, solicitor's trust account, or escrow — and what documents must be exchanged at settlement. For transactions involving significant goodwill or intellectual property, a specific assignment document may be required in addition to the Bill of Sale.