Seller’s guide to
Selling a business in Australia
How a business sale actually runs: preparing and pricing the business, finding and screening buyers, the lease and licence rules that hold up settlements, GST and stamp duty, and the terms that decide what you walk away with.
8 offices
Across Australia, so buyers come from every state.
27+ years
Selling Australian businesses.
50+ brokers
With first-hand experience in the industries they sell.
5,000+ sales
Successful transactions for business owners across Australia.
What every seller should know before listing
A business sale follows the same path in every state. You prepare, price, market, negotiate and settle. Most of the price is decided before a buyer ever sees the business, and most delays come from the lease, licence and tax paperwork around it.
This guide walks through each stage in order, flags where the rules change from state to state, and shows how our brokers handle each part of the sale.
Preparation
Clean financials, a business that runs without you and enough lease left to sell. Most of the value is set before you list.
Price
Buyers pay for earnings and certainty. A valuation backed by real sales evidence sets a price that holds. How we value businesses
Confidentiality
Blind listings, screened buyers and signed confidentiality agreements keep staff, suppliers and competitors from finding out early.
Leases and licences
Landlord consent and licence approvals are the slowest part of most settlements, and the rules differ from state to state.
GST
Most sales are GST-free as a going concern, but only if every condition is met. Check yours
Four stages to work through before you list
The first four stages happen before a buyer ever sees your business. Each one feeds the next, so work through them in order. For the whole process through to settlement, read our step-by-step guide to how to sell a business.
Prepare your business for sale
Buyers form a view within the first few pages of the information memorandum. Most of what shapes that view has to be fixed months before you list. Our guide to how to buy a business in Australia shows the checks a buyer will run on yours.
Three years of clean financials
Profit and loss statements, balance sheets, tax returns and BAS that reconcile. Be ready to explain owner wages, one-off costs and personal expenses run through the business.
Enough lease left to sell
A buyer paying for goodwill needs remaining term plus options to justify the price. If your lease is short, negotiate with the landlord before you list.
Licences and contracts in order
Renew anything expiring in the next twelve months, and check supplier and equipment contracts for clauses that need consent to assign.
Accurate staff entitlements
Work out accrued annual and long service leave now. It's adjusted at settlement and is often larger than owners expect.
Start twelve to twenty-four months out
Most of the value in a sale is created by work done well before listing, not in negotiation. Our exit planning service maps out what to fix and in what order, and the pre-sale business health check shows where to start.
Understand what your business is worth
Different businesses suit different methods, and using the wrong one is the fastest way to misprice a sale. Most trading businesses sell on a multiple of their earnings, asset-heavy businesses on the value of their assets, and both are checked against recent sales of similar businesses. Our guide to how to value a business explains each method.
Price is set before you list, not during negotiation
Buyers watching a listing for months read a price drop as a reason to wait for another one. A valuation grounded in real sales evidence protects the price you finally achieve.
Confidential and no obligation to list: Brisbane · Sydney · Melbourne · Perth · Adelaide · Gold Coast · Sunshine Coast · Darwin
Decide how you'll sell
Once the business is prepared and valued, this decision shapes everything that follows. Selling privately can work when you already have a known, funded buyer. For everyone else, a broker reaches a wider pool of screened buyers, keeps the sale confidential and negotiates price and terms while you keep running the business.
Marketing is where the difference shows
A campaign starts with an information memorandum covering performance, assets, systems and growth, then moves to targeted listings and direct outreach. Your business is advertised without its name, so staff, suppliers and customers aren’t unsettled.
Legal requirements for a business sale
Contract law, employee entitlements and tax apply everywhere. The parts that change from state to state mostly sit around your lease, your licences and the duty your buyer pays.
Retail and commercial leases
Each state has its own retail leases legislation. Assigning the lease almost always needs the landlord's consent, and in most states the buyer must receive disclosure documents before it is assigned. Your solicitor will know the forms for your state.
Creditors and business debts
Your solicitor will confirm what has to be paid out or disclosed before settlement, including any finance or security interests registered over business assets on the PPSR, so nothing follows you past settlement.
A precise asset schedule
The contract lists exactly what's included: plant and equipment, stock at valuation, work in progress, IP, the business name, phone numbers, domains and social accounts. Vague schedules cause most pre-settlement disputes.
Conditions with dates
Contracts are usually conditional on finance, due diligence, landlord consent and any licence approvals. Each condition has a deadline your broker and solicitor track.
Use a solicitor who does business sales
Your broker manages the sale. Your solicitor prepares or reviews the contract, the lease assignment and the disclosure documents before anything is signed.
Selling a business in your state
Each market draws a different kind of buyer, and lease, licence and duty rules change at the border. Your sale is run by a broker who knows the local market, and every listing is still marketed nationally.
Queensland
Brisbane, the Gold Coast, the Sunshine Coast and regional Queensland. Buyers range from first-time owner-operators to corporate acquirers, plus interstate buyers relocating north.
New South Wales
Sydney and regional New South Wales, Australia’s largest state economy. There’s no duty on goodwill, but a lease or fit-out in the sale can attract it.
Victoria
Melbourne and regional Victoria. A business sold without land attracts no stamp duty, so more of the buyer’s budget can go towards your price.
Western Australia
Perth and regional Western Australia. WA is one of two states that still charge duty on goodwill, so your buyer factors it into what they can offer.
South Australia
Adelaide and regional South Australia. There’s no stamp duty on business assets or commercial property, which keeps your buyer’s costs down.
Northern Territory
Darwin and the Top End. A smaller market where buyers are often local or already in the industry, so national marketing and our buyer database matter.
Brokers who know your industry
Many of our brokers have owned or run businesses in the industries they now sell. Our specialist divisions approach known buyers in your sector directly, alongside public marketing.
Hospitality
Cafes, restaurants, bars and takeaway. Buyers look closely at the lease, wages and the trading figures behind them.
Medical and dental
GP, dental and allied health practices, where patient goodwill, practitioner handover and equipment drive the price.
Hair and beauty
Salons, barbers and beauty clinics, where staff retention and the client book carry most of the value.
Service stations
Fuel sites and convenience stores, sold by brokers with direct relationships with the major oil companies.
Supermarkets
Independent supermarkets and grocers, handled by a dedicated division whose brokers have owned and run stores.
Childcare
Long day care and early learning centres, where licensing, occupancy and the lease all shape the value.
Franchises
Franchise resales, with the franchisor’s approval, training and agreement built into the sale timeline.
Engineering and manufacturing
Industrial, engineering and manufacturing businesses, sold through our corporate division to trade and strategic buyers.
What has to transfer, and who handles it
These are the items that most often hold up a settlement. Start the slow ones as soon as you have a signed contract.
| Item | Who handles it | Plan for |
|---|---|---|
| Retail or commercial lease | Your landlord, under your state’s retail leases legislation where it applies | Landlord approval of the buyer and any required disclosure documents. Often the longest step. |
| Liquor licence | Your state or territory liquor regulator | The buyer applies and needs approval before settlement, so the contract is conditional on it. |
| Food business licence | Your local council | The buyer usually applies for a new licence or registration. Check your council’s process and timing. |
| Building and trade licences | The state licensing body, such as QBCC in Queensland or NSW Fair Trading | Generally can’t transfer. The buyer, or a nominee on staff, needs to hold the licence. |
| Franchise | Your franchisor | Franchisor approval of the buyer, training and a new or assigned franchise agreement. |
| Employees | You and the buyer, under the Fair Work Act | Who’s being offered employment, and whether leave transfers or is paid out at settlement. |
| Business name and ABN | ASIC and the ATO | The business name transfers through ASIC. ABNs don’t transfer, so the buyer uses their own. |
| Digital assets | You, at handover | Domains, website, phone numbers, social accounts and your Google Business Profile, all listed in the contract. |
GST, stamp duty and tax on a business sale
Three taxes touch most sales. Here’s who each one falls on, and how stamp duty changes depending on where the business is.
GST
Usually nil if the sale is a going concern and every condition is met. If it isn’t, 10% applies and the buyer’s duty is assessed on the GST-inclusive price.
Stamp duty
Only Queensland and Western Australia still charge duty on goodwill. Elsewhere it depends on whether land, a lease or fixtures are part of the sale. It’s your buyer’s cost, but it comes out of the same budget as your price.
Capital gains tax
Small business CGT concessions can reduce or remove tax on the sale, but some need planning well before settlement. Talk to your accountant early.
Stamp duty on a business sale, by state
What your buyer pays duty on when they buy the business's assets.
- QLDGoodwill, plant, equipment and stockDutiable
- WAGoodwill, plant and equipment, but not stockDutiable
- NSWA lease, fit-out and equipment sold with them, but not goodwill or stockPartly
- TASA lease, if more than $1,300 is paid for it, and equipment sold with itPartly
- VICOnly land in the sale, and equipment sold with itLand only
- SAOnly homes and farm land, not business assets or commercial propertyLand only
- ACT, NTOnly land in the sale, and equipment sold with itLand only
A summary only. Rates, thresholds and concessions vary, and the revenue office assessment is final.
The terms that decide what you walk away with
Price is only one line of the contract. These are the terms your broker negotiates alongside it.
Asset sale or share sale
Most small and mid-sized businesses sell as asset sales, where the buyer purchases the business assets rather than your company. Share sales suit larger businesses or contracts that can’t be assigned, but the buyer takes on the company’s history and prices that risk in.
Restraint of trade
Expect one. The buyer is paying for goodwill, so you agree not to run or work in a competing business within a set area and time. Both are negotiable, and an unreasonably broad restraint may not be enforceable.
Handover and training
Usually two to four weeks of full-time handover, sometimes with availability by phone afterwards. A generous handover lowers the buyer’s risk, which often supports a better price.
Vendor finance and earnouts
Part of the price may be paid later, either as vendor finance or tied to future results. Both can lift the headline number, but they leave you exposed to how someone else runs your business, so security matters more than the figure.
Deposit and adjustments
A deposit is held in trust until settlement. Stock is counted and valued on the day, and rent, outgoings, prepaid expenses and staff leave are adjusted between the parties.
Settlement timing
Set around the slowest condition, usually lease assignment or a licence approval. Agreeing realistic dates up front avoids extensions and nervous buyers.
Common mistakes sellers make
Leaving the lease too late
A short term with no option undermines the goodwill you're selling. Fix it with your landlord before you list, not during due diligence.
Assuming the licence goes with the business
Liquor approvals take time and trade licences often can't transfer. Find out early what your buyer will need to hold.
Assuming GST won't apply
Going concern treatment isn't automatic. A missing clause or winding down before settlement can bring GST back into the deal.
Letting trading slip during the sale
Buyers see current figures in due diligence. A dip during the campaign is the most common reason for a late price renegotiation.
Find a business broker in your city
Confidential and no obligation. A local broker will meet you at your business, backed by one national team and one national buyer database.
What could your business sell for?
Answer a few quick questions about your turnover and earnings and get an indicative price range, based on how businesses like yours are valued in today’s market.
- Takes around 2 minutes
- Uses the appraisal method buyers apply to your industry
- Confidential and no obligation
An indicative range, not a formal valuation. For a figure to take to market, talk to one of our brokers.
Practical tools and guides for every stage of your business journey
Free guides, checklists and calculators to help you make informed decisions, whether you’re selling, buying or valuing a business.
Maximise your value with the right preparation
From getting sale ready to settlement, these resources help you understand the process, protect your value and plan your exit.
Selling a Business Guide
Our step-by-step guide to preparing, marketing and selling your business.
How to Sell a Business in Australia
Each stage of the sale process, from preparation through to settlement.
Sale Proceeds Calculator
Estimate what you could walk away with after fees, costs and debts.
Exit Planning Guide
Plan your exit early to protect value and choose the right timing.
Pre-Sale Business Health Check
See whether your business is ready to sell and what to fix first.
Asset Sale vs Share Sale
How each sale structure affects tax, liability and what the buyer takes on.
Find the right business with confidence
Understand the market, know the true cost of buying and ask the right questions before you make an offer.
Buying a Business Guide
Key steps and expert tips, from searching through to settlement.
How to Buy a Business in Australia
A clear walkthrough of finding, assessing and buying the right business.
Business Acquisition Cost Calculator
Work out the total cash you need beyond the advertised price.
Due Diligence Checklist
Make sure you’re asking the right questions before you commit.
Stamp Duty on a Business Purchase
How duty applies when you buy a business in each Australian state.
Business Terms A to Z
Plain-English definitions of the terms you’ll see in listings and contracts.
Know what your business is really worth
Get a clearer picture of value, the methods brokers use and when you need a formal valuation rather than an appraisal.
Business Valuation Guide
Answers to the questions owners ask most about valuing a business.
How to Value a Business
The key factors and methods behind an Australian business valuation.
Business Appraisal Calculator
Get an indicative price range for your business in a few minutes.
Valuation vs Appraisal
Which one you need, when, and how they differ in detail and cost.
EBITDA Valuation Method
How earnings multiples work and when brokers use them.
Net Profit Valuation Method
Valuing a small business on its adjusted net profit, step by step.
Selling a business: FAQs
Do the rules for selling a business change from state to state?
Some do. Contract law, employee entitlements and tax work the same way everywhere. What changes at the border is retail lease legislation, how licences transfer and the stamp duty your buyer pays, and in South Australia smaller sales also need a Form 2 vendor’s statement. The state sections above link to the detail for each one.
Does my landlord have to approve the sale?
If your lease is being assigned to the buyer, almost always. Your state’s retail leases legislation, where it applies, sets out how consent is requested, and in most states the buyer must receive disclosure documents first. It is often the slowest step before settlement, so talk to your landlord early.
Can my licences be transferred to the buyer?
Some can. A liquor licence transfer has to be approved by your state or territory licensing authority, so the contract is usually conditional on it. Many trade and occupational licences are personal and can’t be transferred, so your buyer needs to hold their own. Check early what your buyer will need.
Is GST payable when I sell my business?
Usually not, if the sale qualifies as the supply of a going concern. The buyer must be registered for GST, both parties must agree in writing, and you must supply everything needed for the business to keep trading and keep running it until the day of sale. Use our going concern calculator to check your sale.
Who pays stamp duty when a business is sold?
The buyer. Only Queensland and Western Australia still charge duty on goodwill. In the other states and territories, duty mainly applies when land, a lease or fixtures are part of the sale. Our stamp duty guide compares every state.
What happens to my employees when I sell?
If the buyer takes on your staff, it is a transfer of business under the Fair Work Act. Accrued leave either transfers to the buyer with service recognised or is paid out at settlement. Which one applies is negotiated and adjusted in the price.
Will I have to sign a restraint of trade?
Almost always. The buyer is paying for goodwill, so the contract stops you running or working in a competing business within an agreed area and time. Both are negotiable, and a restraint has to be reasonable to be enforceable.
Should I sell the business assets or the company's shares?
Most small and mid-sized businesses sell as asset sales, where the buyer purchases the business assets rather than your company. Share sales suit larger businesses or contracts that can’t be assigned, but the buyer takes on the company’s history and prices that risk in. Our guide to asset sales and share sales compares the two.
Thinking about selling your business?
Talk to a broker who sells businesses like yours in your area. You’ll get a clear view of what it’s worth, who’s likely to buy it and how long it should take.
Confidential
Nothing identifies your business until a buyer is screened and has signed an agreement.
No obligation
A first conversation commits you to nothing, whether you sell next month or in two years.
Local brokers
Brokers who know your area, backed by 8 offices across Australia.