Prepare a disclosure letter that matches the deal you are actually signing

The main risk is usually not the label of the document, but whether the seller has properly disclosed matters that sit outside the warranties in the sale agreement. A disclosure letter gives the seller a structured way to set out known issues, exceptions or qualifications so the buyer can assess them before completion. In practice, this can cover disputes, missing consents, contract issues, employee matters or other facts that would otherwise sit awkwardly against broad warranties in the sale documents.

Businesses often run into trouble here when the disclosure letter is either vague enough to be challenged later or so broad that it creates negotiation problems with the buyer. If important matters are omitted, the seller may face a later claim that the warranties were breached. If the disclosures are poorly framed, they may not give the protection the seller expected. A useful disclosure letter usually needs to tie the disclosed issue to the relevant warranty area and, where appropriate, refer to supporting material rather than relying on general statements.

We will usually need the draft sale agreement or at least the warranty section, plus the main facts you think may need to be disclosed. Helpful material often includes key contracts, dispute details, lease information, employee issues, compliance correspondence, and any schedules already being prepared for the buyer. The more clearly the underlying facts are organised, the easier it is to prepare disclosures that are specific and usable. If something is uncertain, we can help you work through whether it should be disclosed and how it may be described.

A template may help you see the general structure, but it often falls short once the actual warranties, deal terms and business issues are known. Disclosure letters work best when they line up with the wording of the sale agreement and the real issues in the business. A generic form may miss important exceptions, describe them too vaguely, or fail to connect them to the relevant warranty areas. That can create a false sense of protection at exactly the point where the seller needs the drafting to be precise.

The included work covers one round of minor amendments. If the buyer comes back with substantial comments, asks for new categories of disclosure, or the sale agreement changes in a way that affects the letter, further work may be needed. That is common where negotiations are still moving. In that situation, we can review the requested changes, explain whether they alter the seller's risk position, and provide a separate quote for extra drafting or negotiation support if you want us to stay involved.

Just submit an enquiry via this page or click the 'get started' button on our website to submit an enquiry. After you've submitted an enquiry, one of our legal consultants will review your enquiry within 1 business day and get in touch to get a better idea of exactly what you are looking for.

Then your legal consultant will send through an email with a bit more information about the services you need, along with a fixed fee quote setting out costs, scope of the service and timing. Have a read through it, and if you're happy with the scope, you can accept and sign our engagement letter online - easy!

Once you've formally accepted, we'll connect you with a specialist lawyer and they will work with you to complete your project. They will contact you by email or phone if they need to get in touch.

Sprintlaw works on fixed-fee pricing wherever possible, so you can review the scope and cost before you decide whether to proceed. For the Disclosure Letter service, pricing starts from $900.00.

After you enquire, a legal consultant will confirm what is included, the expected timing and whether any extra work is needed before you engage us.

We operate completely online, which means we can help you wherever you are in New Zealand. We have office spaces in Sydney, and in Melbourne, but our use of technology allows our team members to work remotely from around the world. Our legal team are mostly based in Sydney, Melbourne, Brisbane and Perth. We also have a London office for Sprintlaw UK.

Our legal team is made up of experienced lawyers, who are specialists in various areas of law and hold an Australian legal practising certificate. None of our Sprintlaw lawyers are New Zealand qualified lawyers and they do not currently hold a New Zealand practising certificate.

They provide legal services working remotely from Australia via our 'legal consultancy' model, through which (under section 6 and section 35 of the New Zealand Lawyers and Conveyancers Act 2006) our Australian legal team are permitted to provide legal services to New Zealand businesses provided they do not provide services in certain 'reserved' areas of law. You can read our FAQ page to learn a bit more about our 'legal consultancy' model.

Given the strong similarities between Australian and New Zealand law, and the areas of law in which we practice (being small business and startup law), we do not view the fact that our lawyers have not qualified in New Zealand as having any substantive impact on the quality of our service. We are committed to ensuring that we provide high quality, affordable legal services to all our New Zealand clients.

Our legal team have all trained at leading firms, but have left the traditional corporate law world to join us on our mission to create a new and better way of delivering legal services. They have specialist expertise in technology law, intellectual property law, contract drafting and review, corporate law and commercial law.