Selling a business in NSW yourself: what's different in New South Wales.
You can sell your own business in NSW without a broker or a licence. Most of the process is the same as anywhere in Australia. What's specific to NSW is the retail lease: the landlord has 28 days to decide on your request to transfer it, and if you give the right disclosure statements at least 7 days before the transfer, you're released from the lease once it's assigned. There's no stamp duty on the business assets themselves, and licensed or food businesses have NSW-specific transfer steps.
This guide covers only what's different in New South Wales. For the full process, from pricing and paperwork to finding buyers and settlement, see How to sell your business yourself.
Transferring your retail lease in NSW
For most small businesses, the lease is what the buyer is really paying for, and in NSW the rules for transferring a retail shop lease are set by the Retail Leases Act 1994. The NSW Government's small business site explains the process. The key points:
- Ask the landlord in writing. Give them the information they reasonably need about the buyer's finances and retail experience.
- The landlord has 28 days to decide, counted from your written request or from when you've given the information they asked for, whichever is later. If they don't respond in that time, consent is taken to be given.
- Give the disclosure statements at least 7 days before the transfer. The buyer gets an updated lessor's disclosure statement and your assignor's disclosure statement, and the landlord gets a copy of your assignor's statement.
- That releases you. If you follow those steps, you aren't liable for rent and other amounts the buyer owes under the lease after it's assigned, and neither are your guarantors. Without them, you could still be chasing the buyer's rent years later.
Start this early. A landlord who takes the full 28 days can hold up settlement, so request consent as soon as the contract is signed. If the lease is short, ask whether the landlord will grant the buyer a new lease or an extra option, because buyers pay more for a longer lease.
Stamp duty
Since 1 July 2016, NSW doesn't charge transfer duty on business assets such as goodwill, equipment, stock and most business licences. Duty can still apply if the sale includes land or an interest in land, so confirm with your solicitor if property is part of the deal. Revenue NSW: sale of business.
The contract
Many NSW business sales use the standard Contract for Sale of Business published by the Law Society of NSW and the Real Estate Institute of NSW, prepared by a solicitor or conveyancer. It covers the price split (goodwill, plant and equipment, stock), the deposit, the handover period, the restraint on you competing, and conditions such as the lease transfer and any licence transfer. Have your solicitor prepare it before you accept a deposit.
Liquor licences
If the business holds a liquor licence, the buyer applies to transfer it through Liquor & Gaming NSW, with your written consent as the outgoing licensee. The buyer needs their responsible service of alcohol (RSA) qualification and a recent police certificate, among other things. The business can keep trading while the application is considered, and provisional approval usually comes within about four weeks of a complete application. Make settlement conditional on the transfer. More in our restaurant guide.
Food businesses
- Food business notification. The buyer notifies the business's details in their own name. It's free, through Service NSW, and you should tell the local council that the business has changed hands.
- Food Safety Supervisor. Cafés, restaurants, takeaways and other businesses serving ready-to-eat food that needs temperature control must have a certified Food Safety Supervisor. The new owner must appoint one within 30 days of starting.
- Council approvals. Check that the use of the premises, seating numbers, trading hours and any outdoor dining approval match how you actually trade. A buyer will price the business on what's approved.
Using an agent instead
If you'd rather use an agent to sell your business in NSW, you can check their licence using NSW Fair Trading's online licence check before you sign an agency agreement.
A worked example: a NSW café sale, step by step
An illustrative timeline, not advice. Every sale runs to its own pace.
A licensed café in Western Sydney is on a retail shop lease with four years left plus a five-year option. The owner sells it privately.
| When | What happens |
|---|---|
| Before listing | Get the price right (appraisal, add-backs and comparable NSW cafés for sale), gather the accounts, lease and equipment list, and prepare a buyer profile. |
| Weeks 1–6 | Advertise without naming the café. Buyers sign a confidentiality agreement before they get the profile, then inspect. |
| Week 7 | Price and terms agreed. The solicitor prepares the Contract for Sale of Business and the buyer pays the deposit. The owner asks the landlord in writing to consent to the lease transfer, with the buyer's details. |
| Week 8 | The buyer lodges the liquor licence transfer with the owner's consent, and books their Food Safety Supervisor course. |
| By week 11 | The landlord consents (within the 28-day decision period). At least 7 days before settlement, the owner gives the buyer the updated lessor's disclosure statement and the assignor's disclosure statement, and gives the landlord a copy. |
| Week 12 | Provisional liquor approval received. Settlement: stock count, keys, lease assigned and the owner released from it, then the agreed handover period. The buyer notifies the food business details in their own name. |
GST (usually GST-free as a going concern), capital gains tax and staff entitlements work the same way as in other states. See steps 9 and 10 of How to sell your business yourself, and talk to your accountant. For the price itself, see What is my business worth? and Add-backs explained. Selling in another state? See the guides for Queensland, WA, SA, Tasmania, the ACT and the NT.
Selling your business in NSW?
Start with the price. Upload your P&L, and add your lease and roster if you have them. AUS Brokers works out your maintainable earnings with the add-backs explained, applies the multiple range for your type and size of business, and checks comparable businesses currently for sale in NSW. You can add a buyer-ready profile, with photos, to send to buyers yourself.
An indicative appraisal only. AUS Brokers doesn't provide valuations, and doesn't act for buyers or sellers.
Frequently asked questions
Do I need a licence to sell my own business in NSW?
No. You can sell your own business without a licence. If you use an agent, you can check their licence with NSW Fair Trading.
Is there stamp duty when a business is sold in NSW?
Not on business assets such as goodwill, equipment and stock. NSW abolished that duty from 1 July 2016. Duty can still apply if the sale includes land or an interest in land, so check with your solicitor.
How long does my landlord have to consent to transferring my lease in NSW?
For a retail shop lease, 28 days from your written request, or from when you've given the information the landlord reasonably asked for, if that's later. If the landlord doesn't respond in time, consent is taken to be given.
Can I be released from my lease when I sell my business in NSW?
Yes, for a retail shop lease transferred with the business, if you give the buyer an updated lessor's disclosure statement and an assignor's disclosure statement at least 7 days before the transfer, and give the landlord a copy of the assignor's statement. You then aren't liable for the buyer's rent after the transfer, and neither are your guarantors.
Is there a vendor statement in NSW like Victoria's Section 52?
No. NSW has no equivalent statement for business sales. Buyers will still ask for your accounts, lease and equipment list, and the contract includes warranties about the business.
General information only, not legal, financial or tax advice. Check your own situation with a solicitor and accountant. The worked example is illustrative.