Selling a business in the NT yourself: what's different in the Northern Territory.
You can sell your own business in the Northern Territory without a broker or a licence. NT law gives sellers strong protection on the lease. The landlord can only refuse a transfer for the reasons set out in the Act, has 42 days to decide, and you're released from the lease if you give an accurate assignor's disclosure statement. There's also no duty on goodwill.
This guide covers only what's different in the Northern Territory. For the full process, from pricing and paperwork to finding buyers and settlement, see How to sell your business yourself.
Transferring your retail shop lease
Retail shop leases in the NT are covered by the Business Tenancies (Fair Dealings) Act 2003. For a transfer:
- Give the buyer the landlord's disclosure statement first. Before you ask for consent, give the buyer a copy of the most recent landlord's disclosure statement for your lease, with any changes since. If you don't have it, ask the landlord: they must give you a copy within 14 days.
- Give an assignor's disclosure statement. If the business will keep trading, you must give both the buyer and the landlord an assignor's disclosure statement in the prescribed form.
- Ask the landlord in writing. You can include the buyer's financial standing and business experience. If you don't, the landlord can ask for it, and you must provide what they reasonably need.
- The landlord has 42 days. They must deal with the request promptly. If you've done the steps above and they don't reply in writing within 42 days, they're taken to have consented.
The only reasons a landlord can refuse
This is where the NT stands out. The landlord can withhold consent only if:
- the buyer plans to change the use of the shop,
- the buyer doesn't have the financial resources or retailing skills to meet the lease obligations, or
- you haven't followed the disclosure and information steps above.
They can't refuse for any other reason, and they can't charge key money for consent. They can recover a reasonable sum for their legal and other costs, but only if they show you those costs when you ask.
You're released from the lease
Once the lease is transferred and the business keeps trading, you and your guarantors aren't liable for amounts the buyer owes the landlord, as long as you gave the assignor's disclosure statement to the landlord and the buyer, and it wasn't false, misleading or materially incomplete. So take care filling it in.
No duty on goodwill
The NT abolished stamp duty on non-land business assets for agreements made on or after 9 May 2023. Goodwill, business names and intellectual property are no longer dutiable. Duty still applies to land and buildings, motor vehicles and mining interests, so check with your solicitor or the Territory Revenue Office if any of those are part of the sale.
Liquor licences
If the business holds a liquor licence, the buyer applies to Licensing NT to transfer it when the business is sold. Make settlement conditional on the transfer. More in our restaurant guide.
Food businesses
- Registration doesn't transfer. NT food business registrations can't be passed to a new owner. The buyer must register the food business in their own name.
- Tell NT Health you've sold. You must notify the sale within 14 days, which you can do online through Territory Services.
- Food safety supervisor. Under the national food safety standard, most cafés, restaurants and takeaways need a certified food safety supervisor. The buyer should arrange this before they take over.
Using an agent instead
In the NT, business agents must be licensed under the Agents Licensing Act. If you'd rather use one, check their licence through NT.GOV.AU before you sign an agency agreement.
A worked example: a Darwin café sale, step by step
An illustrative timeline, not advice. Every sale runs to its own pace.
A licensed café in Darwin's northern suburbs 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 NT cafés for sale), gather the accounts, lease and equipment list, ask the landlord for a copy of their latest disclosure statement, and fill in the assignor's disclosure statement. |
| 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, and the contract signed with settlement conditional on the landlord's consent and the liquor transfer. The owner gives the buyer the landlord's disclosure statement and the assignor's disclosure statement, then asks the landlord in writing, with the buyer's financial details and experience and a copy of the assignor's statement. The buyer applies to transfer the liquor licence and to register the food business. |
| By week 13 | The landlord consents, within 42 days. |
| Settlement | Once the liquor transfer is approved: stock count, keys, lease assigned and the owner released from it, then the agreed handover. Within 14 days, the owner notifies NT Health of the sale. |
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. Selling elsewhere? See the guides for NSW, Queensland, WA, SA, Tasmania and the ACT.
Selling your business in the NT?
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 the Northern Territory. Where there are only a few, it uses interstate listings and marks them. 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 the NT?
No. You can sell your own business without a licence. If you use an agent, they must hold a business agent licence under the Agents Licensing Act.
Is there stamp duty when a business is sold in the NT?
Not on goodwill, business names or intellectual property. The NT abolished duty on non-land business assets for agreements from 9 May 2023. Duty still applies to land and buildings, motor vehicles and mining interests.
Can my landlord refuse to transfer my lease in the NT?
Only if the buyer plans to change the use of the shop, lacks the financial resources or retailing skills to meet the lease obligations, or you haven't followed the disclosure and information steps. If the landlord doesn't reply in writing within 42 days, they're taken to have consented.
Am I released from my lease when I sell my business in the NT?
Yes, if the business keeps trading and you gave the landlord and the buyer an assignor's disclosure statement that wasn't false, misleading or materially incomplete. You and your guarantors then aren't liable for what the buyer owes.
Can the buyer take over my food business registration in the NT?
No. Registrations can't be transferred, so the buyer registers the business in their own name, and you notify NT Health of the sale within 14 days.
General information only, not legal, financial or tax advice. Check your own situation with a solicitor and accountant. The worked example is illustrative.