Use decision gates instead of promised months
Business.gov.au presents a ten-step sale guide covering the decision to sell, professional advice, the sale perimeter, valuation, buyers, negotiation, contracts, employees, tax and legal obligations, and transfer to the new owner.
- Define succession goals and readiness.
- Appoint advisers and set confidentiality controls.
- Prepare financial, commercial, legal, employee, privacy, and regulatory evidence.
- Define what is being sold and model structure.
- Value the business for the relevant purpose.
- Identify and assess credible buyers.
- Exchange staged information and preliminary proposals.
- Agree preliminary terms, complete due diligence, and negotiate documents.
- Complete employee, tax, approval, consent, and regulatory workstreams.
- Complete, hand over, and manage post-completion obligations.
Stages 1 to 3: goals, advisers, and evidence
Define the owner's financial and non-financial priorities, including the intended exit, retained role, employees, management, brand, locations, and tolerance for contingent consideration or conditions.
The adviser team may include Australian legal, accounting, tax, valuation, corporate-finance, employment, privacy, property, regulatory, and wealth specialists. Define scope, conflicts, fees, responsibility, and decision authority.
Prepare a controlled evidence set rather than sending everything to every interested party. Use the Australian preparation guide to organise records and owner-dependence work.
Stages 4 to 6: perimeter, valuation, and buyers
Business.gov.au advises owners to decide exactly what is being sold. Identify shares or assets, excluded items, business names, intellectual property, property, contracts, employees, data, licences, liabilities, and required consents.
Obtain valuation advice for the defined interest and purpose. Do not present an estimate as a guaranteed offer. Then assess buyers by identity, authority, funding, approvals, operating plan, conditions, diligence scope, transaction record, confidentiality, and fit with the owner's goals.
Initial disclosure should establish fit while protecting customer, employee, pricing, and technical information. OAIC APP 6 obligations can apply to personal information, so plan the purpose, legal basis, minimisation, access, and retention before disclosure.
Stages 7 and 8: preliminary terms and due diligence
A letter of intent, heads of agreement, term sheet, or similar document can contain both binding and non-binding provisions. Obtain legal advice before signing. Clarify scope, valuation basis, adjustments, consideration, conditions, exclusivity, confidentiality, costs, approvals, and termination rights.
Due diligence may cover financial, tax, commercial, operational, corporate, legal, employment, safety, property, environmental, technology, privacy, cybersecurity, licensing, and sector regulation. Track requests, source documents, answers, access, open issues, and corrections.
Findings may change value, structure, conditions, warranties, indemnities, remediation, or whether either party proceeds. Due diligence does not guarantee completion.
Stage 9: documents, employees, tax, and approvals
Transaction documents may include a share or asset sale agreement, disclosure materials, tax documents, property instruments, finance documents, employment or consulting terms, and transition arrangements.
Business.gov.au states that CGT and GST may apply and that employee obligations need to be addressed. The exact tax and employment outcome is fact-specific. Obtain advice before agreeing allocation, consideration mechanics, employee communications, notices, or proposed transfers.
Map Commonwealth, state, territory, and local approvals. Contracts and licences may require consent, notice, transfer, or a new application. ASIC has a separate process for transferring a registered business name to a new holder.
Stage 10: completion, handover, and continuing obligations
Completion occurs when the agreed conditions and completion steps are satisfied or waived under the documents. Confirm funds, share or asset transfers, registers, releases, consents, keys, systems access, authorities, tax actions, and filings.
The handover plan should name the owner, dependency, evidence, and communication for each action. Continuing obligations may include completion accounts, working-capital adjustments, tax filings, escrow, warranties, earn-outs, vendor finance, consulting, restraints, or regulatory steps.
A timetable is a management tool, not a promise. Keep a live issues list and update it when funding, approvals, employee processes, diligence, or negotiation changes.