Vendor Finance and Earn-Outs: What You Should Know

Law Tram simplifies vendor finance and earn-out arrangements in business sales by connecting you with licensed Australian lawyers who can explain repayment terms, risk allocation and the legal implications of performance-based payments. This fully online and obligation-free service helps you understand the structure and safeguards needed before agreeing to any terms.

Considering vendor finance or an earn-out? Understand the legal risks first

When a buyer cannot pay the full price of a business upfront, alternative payment arrangements such as vendor finance or earn-outs are sometimes used. These structures can help close the deal but they come with legal and financial risks for both parties.

In vendor finance, the seller agrees to receive part of the sale price in instalments after settlement. With earn-outs, the final price depends on how the business performs after the handover. Both methods require careful drafting and strong legal protections to prevent disputes.

Law Tram connects you with lawyers who can advise on structuring these arrangements properly, protecting your interests whether you’re buying or selling.

Person consulting an Australian lawyer about vendor finance arrangements in a business sale.

Law Tram's Legal Partners can assist with vendor finance and earn-out arrangements, including:

Why choose Law Tram

Person seeking a solicitor’s guidance on using vendor finance to buy or sell a business in Australia.

How it works

Confidential and Secure Questionnaire

Start by completing our secure online questionnaire. This step allows you to provide essential details about your business sale and the financial structure you're considering.

Confidential Legal Summary

Law Tram’s advanced technology generates a confidential legal summary of your matter while keeping your personal and business details private.

Review by Licensed Australian Lawyers

Your confidential legal summary is shared with our network of vetted lawyers who review your case to determine how they can assist.

Connect with a Lawyer

If a lawyer believes they can help, they will initiate a chat with you through the Law Tram platform. Your contact details remain private unless you choose to share them.

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You are under no pressure to retain any lawyer unless you are confident in their ability to assist. Law Tram empowers you to make informed decisions.

What others are saying

Naveen – Canberra

I agreed to vendor finance as a seller but had no idea how to secure it. The lawyer helped register the debt and add default terms.

Sophie – Rockhampton

The earn-out was confusing, and I didn’t trust the buyer’s accounting. The lawyer added reporting requirements and dispute protections.

Li – Sydney

I couldn’t get bank finance so the seller offered vendor terms. Thanks to Law Tram, we got legal help to make it work for both sides.

Legal information only – not a substitute for advice

This page provides general legal information only. It is not legal advice and should not be relied on as such. Alternative business sale arrangements carry legal and financial risks. You should seek advice from an Australian Legal Practitioner before agreeing to vendor finance or earn-outs.

Note: “Free service” refers only to Law Tram’s platform and process, not the legal advice itself.

Person reviewing vendor finance terms with a legal adviser in Australia.

Take the first step toward resolution

Law Tram offers a secure, efficient and supportive way to connect with lawyers who understand the legal issues involved in vendor finance and earn-out agreements. Whether you are negotiating payment terms, assessing risks or reviewing contract conditions, our platform helps you access tailored legal advice before you proceed.

Take the first step with clarity and peace of mind by starting your free online consultation with Law Tram now.

Frequently Asked Questions

It’s when the seller agrees to be paid part of the purchase price in instalments after the business is handed over. It acts like a private loan from the seller to the buyer.

An earn-out means part of the purchase price depends on the business reaching certain performance goals after the sale, such as revenue or profit targets.

Yes, if not done properly. These arrangements rely on clear documentation, security and legal enforcement to protect both parties.

Yes. A lawyer can help you register the debt and take security over assets or shares through the Personal Property Securities Register (PPSR).

You may receive less money, or none at all, depending on the contract terms. Legal advice helps you avoid unfair outcomes or disputes.

Vendor finance allows the seller to lend money to the buyer, who pays it back over time under agreed terms. A lawyer can ensure the arrangement is properly documented and secured.

Earn-outs depend on the business meeting future performance targets, which can lead to disputes. Legal advice helps define clear metrics, reporting obligations and protections for both parties.

Yes. Sellers usually require security such as a personal guarantee, PPSR registration or charge over assets to reduce the risk of non-payment.

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