Set up the process before collecting documents
Business.gov.au asks sellers to identify what is being sold, organise business information, value the business, address employees, complete tax and legal work, and transfer registrations and obligations. Turn those workstreams into a controlled seller-side diligence process.
- appoint a diligence owner and adviser contacts
- define the likely transaction perimeter and legal entities
- create a request tracker with owner, source, review status, and disclosure stage
- create an issue register for known gaps, advice, remediation, and proposed disclosure
- separate original records from working copies and explanations
- record who receives access, when, and for what purpose
Stage personal and commercially sensitive information
OAIC guidance on APP 6 says an APP entity generally uses or discloses personal information for the primary purpose of collection unless an exception applies. A confidentiality agreement does not, by itself, establish that every customer or employee disclosure is appropriate.
- Initial fit: aggregated and non-identifying information.
- Qualified buyer: controlled information after identity, funding, conflicts, and confidentiality are assessed.
- Preferred buyer: deeper diligence with role-based access, redaction, and access logs.
- Pre-completion: information needed for consents, employee steps, completion, and handover under adviser-approved controls.
Restrict sensitive folders, remove unnecessary identifiers, watermark exports where appropriate, and withdraw access when a party leaves the process.
Corporate, ownership, financial, and tax records
| Area | Evidence to organise |
|---|---|
| Corporate | entity details, shareholdings, constitution, shareholder agreements, options, directors, governance, related parties, and business names |
| Financial | financial statements, management accounts, bank and debt records, receivables, payables, inventory, working capital, assets, budgets, and forecasts |
| Tax | income tax, GST, payroll and other filings, registrations, correspondence, audits, disputes, and support for adjustments |
| Transaction | share or asset perimeter, excluded items, cash, debt, working capital, price adjustments, consents, and completion steps |
ASIC explains that shares are ownership interests in a company and shareholders do not own the company's assets. That distinction affects the diligence perimeter. Tax outcomes depend on the seller, entity, assets, structure, allocation, GST status, concessions, and current law. Obtain Australian tax and legal advice before agreeing structure or allocation.
Commercial, contracts, suppliers, and operations
- material customer contracts, renewals, termination, assignment, change-of-control, consent, and concentration
- revenue and margin by customer, product, service, location, and channel
- pipeline, backlog, tenders, pricing, rebates, warranties, complaints, and credits
- supplier, agency, distribution, exclusivity, and subcontractor agreements
- single-source dependencies, lead times, minimum orders, and supply continuity
- procedures, quality systems, capacity, maintenance, continuity, and incident plans
Correct errors rather than allowing inconsistent explanations to accumulate. Record known issues with their evidence, impact, advice, action, owner, and disclosure stage.
Employees, safety, property, technology, and regulation
- People: organisation chart, awards, enterprise agreements, contracts, remuneration, leave, claims, contractors, licences, and owner dependencies
- Safety: governance, risks, consultation, incidents, investigations, training, notices, and corrective actions
- Property and assets: titles, leases, assignments, guarantees, condition, ownership, finance, maintenance, and replacement plans
- Technology and privacy: systems, licences, access, backups, cybersecurity incidents, personal-information purposes, processors, and retention
- Intellectual property: trade marks, designs, domains, copyright, know-how, assignments, licences, and disputes
- Regulation: Commonwealth, state, territory, and local licences, permits, registrations, audits, responsible people, and transfer requirements
Australian licensing and employment obligations are not uniform across every jurisdiction or industry. Map the issuing authority, holder, scope, conditions, expiry, ownership-change rules, and required action for each approval.
Maintain an issue register and disclosure trail
A buyer may ask follow-up questions even when the seller file is complete. The objective is accurate, consistent, controlled evidence.
| Field | Purpose |
|---|---|
| Issue and evidence | State the fact and link the source documents and affected period. |
| Impact | Record financial, operational, legal, employee, privacy, regulatory, or timing implications for advice. |
| Action | Correct, reconcile, obtain advice, disclose, or monitor. |
| Owner and stage | Assign responsibility and control when, how, and to whom the issue is disclosed. |
Use this checklist with the Australian preparation guide, sale-process guide, and employee guide.