Selling a business in WA yourself: what's different in Western Australia.
You can sell your own business in Western Australia without a broker or a licence. Three things work differently in WA. The buyer pays transfer duty on goodwill and other business assets. Your lease is simpler: the landlord has 28 days to decide, no disclosure statement is needed, and you're released from the lease once it's assigned. And if the business has a liquor licence, settlement can't happen until the transfer is approved.
This guide covers only what's different in Western Australia. 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
WA's retail leases are covered by the Commercial Tenancy (Retail Shops) Agreements Act 1985, which the Small Business Development Corporation explains. For a transfer:
- Ask the landlord in writing. They can only refuse on reasonable grounds, and they can charge you their reasonable costs of checking the buyer and preparing the consent.
- The landlord has 28 days. If they don't reply in writing, consenting or refusing, within 28 days of receiving your request, they're taken to have consented.
- You're released once it's assigned. You and your guarantors aren't liable for the buyer's obligations after the assignment. Any lease clause that says the landlord can recover the buyer's rent from you or your guarantors is void.
- No disclosure statement is needed. Unlike most states, WA doesn't require you to give the buyer a disclosure statement on a transfer. The buyer's solicitor will still ask for the lease and any variations, so have them ready.
Ask for 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.
Transfer duty on the business
WA charges transfer duty when business assets change hands, and the buyer normally pays it. According to the WA duties fact sheet on business assets, dutiable assets include goodwill, the business's identity, business licences, restraints of trade, client lists, and intellectual property sold with other business assets. Plant and equipment is dutiable when it's transferred with them. Trading stock is excluded.
A concessional rate applies when the dutiable value of the business assets is $200,000 or less. Because the price split affects the buyer's duty and your tax, agree how much is goodwill, equipment and stock with your solicitor and accountant.
Liquor licences: approval before settlement
This is the biggest timing difference in WA. The buyer applies to Racing, Gaming and Liquor to transfer the licence, and settlement can't take place until the transfer is approved. While the application is being assessed, you stay in the premises as the licensee, and the buyer can't sell or supply alcohol. Lodge the application as soon as the contract is signed, and set the settlement date with room to spare. More in our restaurant guide.
Food businesses
- Registration with the council. Every food business in WA must be registered or notified with its local government before selling food. When a business changes hands, the buyer completes a new food business registration and pays the fee, and you tell the council in writing that you've sold. Some councils want this within 7 days of the change, so check yours.
- 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.
Settlement agents
In WA, the settlement can be handled by a licensed business settlement agent instead of a lawyer. Consumer Protection licenses settlement agents. A settlement agent arranges the settlement itself: the adjustments, the stock count figures and the payments. For advice on the contract and your obligations, you still need a lawyer.
Using an agent instead
If you'd rather use an agent to sell your business in WA, check their licence with Consumer Protection before you sign an agency agreement.
A worked example: a Perth café sale, step by step
An illustrative timeline, not advice. Every sale runs to its own pace.
A licensed café in Perth'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 WA cafés for sale), and gather the accounts, lease and variations, and equipment list. 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 contract is signed and the deposit paid, with settlement conditional on the liquor transfer and the landlord's consent. The owner asks the landlord in writing to consent to the transfer. The buyer lodges the liquor licence transfer application. |
| By week 11 | The landlord consents, within 28 days of the request. The buyer arranges their food business registration and food safety supervisor, and appoints a settlement agent. |
| When the liquor transfer is approved | Settlement: stock count, keys, lease assigned and the owner released from it, then the agreed handover. The buyer pays the transfer duty and registers as the new food business proprietor with the council. |
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, SA, Tasmania, the ACT and the NT.
Selling your business in WA?
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 Western 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 licence to sell my own business in WA?
No. You can sell your own business without a licence. If you use an agent, check their licence with Consumer Protection.
Is there stamp duty when a business is sold in WA?
Yes. WA charges transfer duty on business assets such as goodwill, the business's identity, licences, client lists and intellectual property, and on plant and equipment sold with them. Trading stock is excluded, and a concessional rate applies when the business assets are worth $200,000 or less. The buyer normally pays it.
How long does my landlord have to consent to transferring my lease in WA?
28 days from receiving your written request. If the landlord doesn't reply in writing in that time, they're taken to have consented. They can only refuse on reasonable grounds.
Am I still liable for the lease after I sell my business in WA?
Not for a retail shop lease. You and your guarantors are released from obligations after the lease is assigned, and a lease clause that says otherwise is void. WA doesn't require a disclosure statement for this.
Can the buyer start trading under my liquor licence before settlement in WA?
No. Settlement can't take place until the transfer of the licence is approved, and the buyer can't sell or supply alcohol until then. You stay on as the licensee in the meantime.
General information only, not legal, financial or tax advice. Check your own situation with a solicitor and accountant. The worked example is illustrative.