Selling a business in SA yourself: what's different in South Australia.
You can sell your own business in South Australia without a broker or a licence, but SA has the strictest disclosure rules in the country. If the price is $300,000 or less, you must give the buyer a Form 2 vendor's statement, certified by an accountant, and the buyer may get a cooling-off period. There's no stamp duty on the business assets. And when your lease is transferred, you can stay liable for up to two years.
This guide covers only what's different in South Australia. For the full process, from pricing and paperwork to finding buyers and settlement, see How to sell your business yourself.
The Form 2 vendor's statement
Under SA's Land and Business (Sale and Conveyancing) Act 1994, a business sold for $300,000 or less (excluding GST, and not counting stock or land) is a "small business". The seller must give the buyer a vendor's statement, known as a Form 2:
- What's in it: the buyer's cooling-off rights and prescribed details of the business, including its financial particulars. If land is sold with the business, it also covers the land.
- An accountant must certify it. A qualified accountant, not you, certifies that they've examined the accounts and that the financial figures appear to match them.
- When: at least five clear business days before settlement.
Start the Form 2 early, because your accountant needs time to check the figures. It's also where a price you can explain line by line pays off: the same maintainable earnings and add-backs a buyer sees in your appraisal should reconcile to the certified accounts. Add-backs explained.
Cooling-off for the buyer
For a small business sale, the buyer can back out by written notice until the end of the fifth clear business day after they receive the Form 2, or until settlement if that's earlier. There's no cooling-off if:
- you served the Form 2 at least five clear business days before the contract was signed,
- the buyer got independent legal advice and their lawyer signed the prescribed certificate, or
- the business was sold at auction.
Until the cooling-off period ends, the deposit can't be more than 10% of the price, and if the buyer cools off, the deposit is refunded except for a nominal amount. The simplest way to a firm contract is to serve the Form 2 early. The SA Law Handbook explains the buyer's side.
No stamp duty on the business
South Australia abolished duty on transfers of non-real property from 18 June 2015. Goodwill, stock, plant and equipment, intellectual property and licences don't attract duty. Land and buildings still do, so check with your solicitor if property is part of the sale.
Transferring your retail shop lease
Retail leases in SA are covered by the Retail and Commercial Leases Act 1995, and the SA Government's leasing guide explains it. For a transfer:
- Give the buyer the disclosure documents first. Before you ask the landlord for consent, give the buyer a copy of the landlord's disclosure statement for your lease, with any changes since, and your assignor's disclosure statement. You can ask the landlord for a copy of their statement. If they don't provide it within 14 days, that part doesn't apply to you.
- Ask the landlord in writing, with information about the buyer's plans for the shop, their finances and their business experience. Give the landlord a copy of your assignor's disclosure statement at the same time.
- 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. They can't charge a premium for consent, only reasonable costs.
Why your lease liability can last two years
This is the biggest difference in SA. In most states you're released from the lease when it's transferred. In South Australia, you and your guarantors stay liable until the earliest of:
- two years after the lease is assigned,
- the date the lease expires, or
- the start of any renewal or extension after the assignment.
Even that release only applies if you gave the assignor's disclosure statement to the buyer and the landlord on time, and it wasn't materially false or misleading. So check the buyer's finances and experience carefully before you agree to a sale. If they default in the first two years, the landlord can come to you.
Liquor licences
A liquor licence doesn't pass automatically with the business. The buyer applies to Consumer and Business Services to transfer it, with your written consent as the current licensee. Make settlement conditional on the transfer being approved. More in our restaurant guide.
Food businesses
- Notify the council. Food businesses in SA must notify their council, and a new owner must give notice of the change of ownership. Councils generally ask for it within 14 days of the transfer. SA.GOV.AU: food business notification.
- 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.
- Council approvals. Check that the approved use of the premises, seating and trading hours 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 SA, check their registration with Consumer and Business Services' licence holder search before you sign an agency agreement.
A worked example: an Adelaide café sale, step by step
An illustrative timeline, not advice. Every sale runs to its own pace.
A licensed café in Adelaide's eastern suburbs is being sold for $260,000 plus stock, so it's a small business and needs a Form 2. It's on a retail shop lease with four years left. The owner sells it privately.
| When | What happens |
|---|---|
| Before listing | Get the price right (appraisal, add-backs and comparable SA cafés for sale). The accountant prepares and certifies the Form 2. The owner asks the landlord for a copy of their disclosure statement and fills 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 6 | Terms agreed. The owner gives the buyer the Form 2, the landlord's disclosure statement and the assignor's disclosure statement. |
| Week 7 | At least five clear business days after the Form 2, the contract is signed, so there's no cooling-off, and the deposit is paid. The owner asks the landlord in writing to consent, with the buyer's details and a copy of the assignor's disclosure statement. The buyer lodges the liquor licence transfer with the owner's consent. |
| By week 13 | The landlord consents (within the 42 days). The liquor transfer is approved. |
| Settlement | Stock count, keys, lease assigned and the agreed handover. The buyer notifies the council of the new ownership. The owner stays liable under the lease until two years after the assignment, or earlier if the lease ends or is renewed. |
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, Tasmania, the ACT and the NT.
Selling your business in SA?
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 South Australia. 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 Form 2 to sell my business in SA?
Yes, if the business is sold for $300,000 or less, excluding GST and not counting stock or land. The Form 2 must be certified by a qualified accountant and given to the buyer at least five clear business days before settlement. Above $300,000 it isn't required.
Does the buyer get a cooling-off period in SA?
For a small business, yes: until the end of the fifth clear business day after they receive the Form 2, or settlement if that's earlier. There's no cooling-off if the Form 2 was served at least five clear business days before the contract, if the buyer's lawyer signed a certificate of independent advice, or if it was an auction.
Is there stamp duty when a business is sold in SA?
No, not on business assets such as goodwill, stock, equipment and licences. South Australia abolished that duty from 18 June 2015. Duty still applies to land and buildings.
How long does my landlord have to consent to transferring my lease in SA?
42 days. If you've made the request in writing with the buyer's details and given the disclosure documents, and 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 SA?
Not straight away. For a retail shop lease, you and your guarantors stay liable until two years after the assignment, or earlier if the lease expires or is renewed. The release only applies if you gave the assignor's disclosure statement on time and it wasn't materially false or misleading.
General information only, not legal, financial or tax advice. Check your own situation with a solicitor and accountant. The worked example is illustrative.