Start with the outcome, not a target price
Business.gov.au starts its sale guidance by asking owners to confirm that selling is the right decision and to refer to their succession plan. Write down the financial and non-financial outcomes that matter before approaching buyers.
- desired timing and degree of owner exit
- cash at completion versus deferred or contingent consideration
- future role, retained ownership, or handover expectations
- preferences for employees, management, brand, customers, and locations
- acceptable conditions, information access, and transaction uncertainty
A buyer can explain its intentions, but no seller should treat employee, brand, timing, or ownership outcomes as guaranteed until they are documented and capable of being delivered.
Organise evidence a buyer can test
Business.gov.au recommends organising current business information before valuation or sale. Build a controlled file that connects financial statements, tax records, assets, contracts, people, licences, and operating evidence.
| Workstream | Evidence to prepare |
|---|---|
| Financial | financial statements, management accounts, cash flow, debt, working capital, tax records, and support for adjustments |
| Commercial | material customers, contracts, retention evidence, suppliers, pricing, concentration, and pipeline |
| Corporate | entity records, ownership, governance, related parties, business names, and intellectual property |
| People | roles, agreements, awards or enterprise agreements, leave, claims, licences, and owner dependencies |
| Operations | procedures, systems, property, equipment, maintenance, cybersecurity, quality, and safety records |
| Regulatory | Commonwealth, state, territory, and local licences, permits, registrations, audits, and open issues |
Make owner dependence visible and reducible
Document where the owner still controls customer relationships, quoting, technical decisions, approvals, staff leadership, supplier access, and problem solving. Then test whether authority and knowledge can be distributed in normal operations.
- record critical processes and recurring decisions
- give managers clear authority and measurable responsibilities
- introduce senior staff into key external relationships
- map qualifications, licences, and key-person dependencies by jurisdiction
- test operations during a sustained owner absence
Do not create retrospective records or overstate management independence. A buyer will test the evidence.
Map the transfer perimeter before negotiating structure
Business.gov.au advises sellers to decide exactly what is included in the sale, including assets, the registered business name, intellectual property, and property. Create schedules for assets, liabilities, contracts, employees, data, licences, and excluded items.
ASIC states that when a business has a new owner who wants to use the business name, the registration must be transferred. That is a specific registration process. It does not transfer the company, contracts, assets, intellectual property, licences, or liabilities by itself.
Review assignment, novation, consent, change-of-control, notice, termination, and approval requirements. State and territory licences may need separate transfer or new applications. Do not contact counterparties or regulators before legal advisers approve the confidentiality and sequencing plan.
Prepare for tax, employee, and privacy workstreams
Business.gov.au notes that capital gains tax and GST may apply to a business sale and that employee entitlements may create obligations. The result depends on the seller, assets, entity, structure, registration status, concessions, allocation, and transaction documents. Ask an Australian tax adviser to model the alternatives before commercial terms harden.
Employee outcomes depend on whether employment continues with the same employing company, a transfer of business occurs, or employment ends. Awards and enterprise agreements may add consultation or other requirements. Review every affected employee and do not promise continuity, redundancy, terms, or timing on behalf of a buyer.
For personal information, OAIC guidance on APP 6 says an APP entity generally uses or discloses information for the primary purpose of collection unless an exception applies. Use aggregated information first, then controlled and minimised disclosure under privacy advice.
Assess the complete buyer proposal
Compare identity, authority, funding, conditions, approvals, diligence scope, price mechanics, deferred consideration, security, employee intentions, operating plan, and seller transition. A higher headline figure may carry more conditions or seller risk.
For the next steps, read the Australian valuation guide, sale-process guide, and asset versus share sale guide.