Sell my business: how to sell it yourself in Australia.
To sell your business in Australia, you don't need a business broker. You can sell it yourself: set the price, prepare the paperwork, find and screen buyers, keep the sale confidential and negotiate the deal. A solicitor still prepares the contract, and your accountant should handle the tax. The steps below take you from deciding to sell through to settlement.
Selling your business: the quick steps
- Get your paperwork ready: profit and loss, add-backs, lease, equipment list.
- Set a realistic price based on maintainable earnings and comparable businesses for sale.
- Prepare a business profile for serious buyers.
- Keep it confidential from staff, customers and competitors.
- Find buyers, mostly on business-for-sale websites.
- Screen buyers and handle enquiries.
- Agree the terms in writing.
- Contracts, due diligence and the landlord.
- Sort out GST, tax and staff.
- Settle and hand over.
Selling in your state? Each state has its own rules on lease transfers, stamp duty and licences: NSW · Queensland · WA · SA · Tasmania · ACT · NT.
Selling privately gives you control over every step and every conversation with buyers. It also means the work, and the mistakes, are yours. Most private sales that go wrong fail on the same few things: the price, the paperwork and confidentiality. This guide covers all three.
Step 1: Get your paperwork ready
Serious buyers, and their accountants and banks, will ask for the same documents. Have them ready before you advertise:
- Profit and loss statements for the last two to three financial years, plus the current year to date.
- An add-back schedule showing how you got from net profit to maintainable earnings. How to set one out.
- The lease, including options, rent reviews and any clauses about assigning it to a new tenant.
- An equipment list of the plant and equipment included in the sale.
- Staff details: roles, hours, employment type and length of service (without names in anything you publish).
- Licences, permits and registrations the business needs to trade, such as food, liquor or trade licences.
- Key supplier or customer agreements, and any franchise agreement.
Some of these take time to fix. If the lease has only a year left, for example, talk to your landlord about a new lease or option before you list. Buyers and lenders look hard at the lease, and a short one can cost you buyers.
Step 2: Set a realistic price
Most small businesses are priced as a multiple of their maintainable earnings, plus stock at value. The multiple depends on the industry, size and risk. Check your figure against similar businesses for sale in your state, remembering that asking prices aren't sale prices. How small businesses are valued.
Price too high and good buyers won't enquire, while the listing goes stale. Price too low and you leave money on the table. A price you can explain line by line is the strongest position to negotiate from.
Step 3: Prepare a business profile for buyers
Brokers call this an information memorandum. It's the document an interested buyer reads after they've signed a confidentiality agreement. A good profile covers:
- What the business does, where, and how long it's been trading
- The financial performance, with the add-back schedule
- The lease, the premises and what's included in the sale
- Staff, owners' roles and trading hours
- Why the business is for sale, and the handover you'll offer
- Photos, and your contact details for enquiries
Keep your advertisement short and anonymous. Save the details for the profile.
Step 4: Keep it confidential
If staff, suppliers, customers or competitors hear the business is for sale before you're ready, it can hurt the very business you're selling. Staff may leave, and competitors may tell your customers.
- Don't name the business in your advertisement. Describe the type, the area and the key figures instead.
- Ask buyers to sign a confidentiality agreement before they get the profile, the address or the financials. A solicitor can give you a standard one.
- Hold inspections out of hours, or have buyers visit as customers first.
- Plan when you'll tell staff, usually once a sale is agreed and before the buyer meets them.
Step 5: Find buyers
Most buyers of small businesses search the major business-for-sale websites. Listing there, anonymously, is the usual starting point for a private sale. Other places buyers come from:
- Suppliers, competitors or franchisors who know someone looking
- Your own staff or a manager who may want to buy in
- Industry associations and groups
Step 6: Screen buyers and handle enquiries
Expect many enquiries from people who are only browsing. Before you spend time with a buyer, ask about their experience, their timeframe and how they'll fund the purchase. A buyer who needs finance should be talking to their lender early, because the bank's view of your figures will shape the deal.
Answer questions promptly and in writing where you can. Keep a note of what you've given each buyer.
Step 7: Negotiate and agree the terms
When a buyer makes an offer, agree the main terms in writing before anyone pays for a contract. This is often called a letter of offer or heads of agreement. It should cover:
- The price, and whether stock is extra at value
- The deposit and who holds it (usually one of the solicitors, in trust)
- Conditions, such as the buyer's finance, due diligence, the landlord's consent to the lease and any licence transfers
- The handover or training period you'll give
- A restraint on you competing with the business after the sale
- The settlement date
Step 8: Contracts, due diligence and the landlord
A solicitor should prepare the contract of sale. Business sale contracts deal with the lease, staff, stock, equipment, restraints and GST, and mistakes are expensive. Some states have their own disclosure rules for business sales. In Victoria, for example, the law requires the vendor to give the buyer a vendor statement (a "Section 52 statement") when the price is under $450,000, unless the business has a liquor licence. In South Australia, a business sold for $300,000 or less needs a Form 2 vendor's statement certified by an accountant (more on SA). Your solicitor will know what applies in your state.
While the contract is being signed, the buyer does their due diligence: their accountant checks your figures against your records, and they may ask to see bank statements or BAS. The cleaner your paperwork from Step 1, the faster this goes.
The lease usually needs the landlord's consent to be assigned to the buyer, or the landlord grants the buyer a new lease. Start this early, because it's often the slowest part. Ask your solicitor whether you'll stay liable under the lease after the sale, as the rules differ between states. In NSW and Queensland, for example, the right disclosure statements release you, in WA the release is automatic, in SA you can stay liable for up to two years, and in Tasmania there's no automatic release: see the guides for NSW, Queensland, WA, SA, Tasmania, the ACT and the NT.
Licences and permits may need to be transferred or reissued in the buyer's name. According to business.gov.au, some licence transfers can take up to 12 months, so check what your business needs at the start. (business.gov.au: Sell your business)
Step 9: Sort out GST, tax and staff
GST: the sale of a business can be GST-free as the sale of a going concern. According to the ATO, this applies when the sale is for payment, the buyer is registered for GST, everything needed to keep the business running is supplied, you keep trading until the day of settlement, and you and the buyer have agreed in writing that it's the sale of a going concern. (ATO: Sale of a going concern)
Capital gains tax: selling a business can trigger capital gains tax, and small business CGT concessions may reduce it. Talk to your accountant before you sign, not after.
Staff: agree with the buyer which staff will be offered jobs and how their leave and other entitlements will be handled. Employment law has rules for staff who transfer to a new owner, so get advice on your obligations.
Step 10: Settlement and handover
At settlement, the stock is counted and valued, the balance of the price is paid, and the keys, passwords and accounts are handed over. Adjustments are made for things like rent, outgoings and prepaid expenses.
Then comes the handover period you agreed: introducing the buyer to key customers and suppliers, and showing them how the business runs. A smooth handover protects the business you've just sold, and your reputation.
When a broker makes sense instead
Selling yourself works best when you have the time, your figures are in good order, and you're comfortable negotiating. A broker may suit you better if you can't take time away from running the business, if confidentiality is critical, or if the business is larger or more complex. If your business is in Victoria, Vic Brokers can sell it for you.
What's your business worth, by type?
Buyers price different businesses differently. If you're selling one of these, start with the guide for your type: café, restaurant, takeaway, retail shop, cleaning or trade business, hair or beauty salon, mechanic or gym.
Start with your price and your profile
AUS Brokers gives you the two documents a private sale needs first. You get an indicative appraisal of what the business is worth, with the working. You can add a buyer-ready business profile, with your own contact details, to send to buyers who've signed a confidentiality agreement.
An indicative appraisal only. AUS Brokers doesn't provide valuations, and doesn't act for buyers or sellers. Selling in Victoria? Vic Brokers can sell it for you.
Frequently asked questions
How do I sell my business in Australia?
Get your accounts and lease in order, set a price based on your maintainable earnings and comparable businesses for sale, prepare a confidential profile for buyers, and advertise without naming the business. Screen buyers, agree the terms in writing, have a solicitor prepare the contract, and work with your accountant on GST and tax through to settlement. You can do all of this yourself, or use a broker.
What's the first step to sell my business?
Work out what it's realistically worth. Buyers price a small business on its maintainable earnings: your net profit plus one working owner's wage and genuine add-backs, multiplied by what buyers pay for that kind of business. A price you can explain line by line attracts serious buyers and holds up when their accountant checks it.
Do I need a business broker to sell my business in Australia?
No. There's no legal requirement to use a broker to sell your own business. You'll still need a solicitor for the contract, and your accountant for tax advice. A broker is an option if you'd rather have someone else find buyers and negotiate for you.
How long does it take to sell a small business privately?
It varies with the price, the industry and the market, and it often takes several months from listing to settlement. Getting your paperwork ready before you list, and starting the lease and licence transfers early, are the best ways to avoid delays.
Who holds the deposit in a private business sale?
The contract sets this out. The deposit is usually held in trust by one of the solicitors until settlement.
Do I charge GST when I sell my business?
Often not. The sale can be GST-free as the sale of a going concern if the ATO's conditions are met. These include the buyer being registered for GST, you supplying everything needed to keep the business running, and both of you agreeing in writing. Check with your accountant.
How do I keep the sale confidential?
Don't name the business in your advertisement. Ask buyers to sign a confidentiality agreement before they see the details, and hold inspections out of hours. Tell staff once a sale is agreed.
What documents will buyers ask for?
Usually two to three years of profit and loss statements, an add-back schedule, the lease, an equipment list, staff details, and any licences or key agreements. Buyers who need finance will also be asked for these by their lender.
General information only, not legal, financial or tax advice. Get advice from a solicitor and accountant about your own sale.
