When buying a business in the Chinese community you often hear the terms 转让费 or 顶手费. Who the money goes to, and what it buys, makes an important difference under Victorian law. Getting it clear can stop you paying money you should not have to pay.
转让费 paid to the seller: the price of the business
The 转让费 people usually mean is the price the buyer pays the seller for the business, covering goodwill, equipment, fit-out and stock. This is a normal sale; the amount is negotiated and should be itemised in the contract.
Key money taken by a landlord: prohibited
Under Victoria's Retail Leases Act, a landlord or anyone acting for them must not seek or accept key money or payment for the goodwill of the tenant's business, for example an extra payment as the price of consenting to an assignment. A landlord can, however, recover items the law allows, such as reasonable costs of dealing with the assignment.
What if the landlord asks for an extra payment?
- Do not pay yet, and keep all written communications
- Have a lawyer confirm what the payment really is
- Check the statutory assignment process has been started correctly
- If needed, the VSBC can help resolve the dispute
Before you sign
In the sale contract, make the landlord's consent to the lease assignment a condition and itemise what the price covers. If you are asked to pay part of the price in cash or under another label, get legal advice first.
Need help?
Before you sign or pay a deposit, book a 30-minute paid consultation. We work in Mandarin and English; contact us on WhatsApp at +61 490 369 102 or call +61 3 9602 3988.
This article contains general information only and is not legal advice. You should not rely on it for any specific matter. The law may change; please book a consultation for advice on your circumstances.
简体中文 
English (Australia) 
繁體中文