Buyer's guide
Buying an existing business gives you customers, staff and income from the first day, but it is also one of the biggest financial decisions you will make. The safest path is the same every time: set your budget and finance first, choose the right business, check it thoroughly, then buy under a contract with conditions that protect you.
Before you start
Most people who look at businesses are choosing between buying one and starting from scratch. An existing business costs more up front, but you can see what it earns before you commit.
| Buying an existing business | Starting from scratch | |
|---|---|---|
| Income | From the day you take over. | Usually months or years away. |
| Track record | Financial history you can check. | Forecasts only. |
| Customers, staff, suppliers | Already in place. | Built from nothing. |
| Finance | Easier: lenders can assess real profit. | Harder without trading history. |
| Up-front cost | Higher: you pay for goodwill. | Lower, but losses early on are common. |
| Freedom | Inherit existing ways of doing things. | Full control from the start. |
Most businesses have at least one or two of these. Deciding which you can live with is the fastest way to narrow your search.
The process
Work out the total you can invest, including stock, duty, fees and working capital. See what it really costs.
Get an idea of how much you can borrow and what security is needed before you make offers.
Pick industries that suit your skills and lifestyle, and check whether each is growing, stable or declining.
Browse businesses for sale and register with brokers so you hear about new listings early.
Brokers release the business name and financials once you sign, usually as an information memorandum.
Read the information, meet the broker and seller, and visit the business, ideally more than once.
Include your price and conditions: finance, due diligence, lease assignment, training and any licences.
Your accountant checks the figures and your solicitor checks the contract, lease and legal position.
Conditions are satisfied one by one, and the landlord approves you as the new tenant.
Stock is counted, the balance is paid, and the seller trains you for the agreed period.
Typical timeline
| Budget and finance | 2 to 6 weeks |
|---|---|
| Search and inspections | Weeks to months |
| Offer to signed contract | 1 to 3 weeks |
| Due diligence | 2 to 4 weeks |
| Lease transfer and finance approval | Alongside due diligence |
| Offer to settlement | 6 to 12 weeks |
Licence transfers, franchisor approval and landlord consent are the usual causes of delay. Start them as soon as the contract is signed.
Your budget
The two most common money mistakes are underestimating the total cost and overestimating how much you can borrow. Budget for every item below.
Worked example
A retail business with $40,000 of stock. Fees and allowances are illustrative.
| Purchase price | $400,000 |
|---|---|
| + Stock at value | $40,000 |
| + Transfer duty on $440,000 | $13,825 |
| + Legal fees | $8,000 |
| + Accountant's due diligence | $5,000 |
| + Lease and loan costs | $4,000 |
| + Working capital | $40,000 |
| + Set-up costs | $5,000 |
| Total investment | $515,825 |
That is 29% more than the price. Duty uses the Queensland general rates on goodwill, plant and stock. Other states differ.
Funding
Lenders expect you to put in your own money and assess whether the business’s profit can repay the loan. Goodwill is hard to borrow against on its own, so many buyers offer property as security.
| Option | How it works | Watch out for |
|---|---|---|
| Your own cash | Savings or proceeds from another sale. | Keep enough back for working capital. |
| Business loan | A bank or lender funds part of the price, based on the business's profit and your experience. | Lenders usually want security and a contribution from you. |
| Equity in property | Borrowing against your home or an investment property. | Your property is at risk if the business struggles. |
| Vendor finance | The seller accepts part of the price over time. | Needs a clear agreement and security for the seller. |
| Earn-out | Part of the price depends on future profit or revenue. | Define exactly how the target is measured. |
| Franchise finance | Some lenders have programs for established franchise brands. | Terms vary by brand and lender. |
Get pre-approval before you make offers. A seller is more likely to accept a lower price from a buyer whose offer has a short finance condition, or none at all. Lenders typically ask for the business’s financial statements and tax returns, your own assets and liabilities, details of your contribution and, for some purchases, a cash flow forecast. A finance broker can compare lenders for you.
Choosing well
There is no perfect business. You are looking for one whose risks you understand and can live with, at a price its profit supports.
Before you buy, think about how the business will perform in five or ten years, not just today. For the numbers, see how to value a business and our guides for cafes, hospitality, franchises and other industries.
Checking the business
Due diligence is the period after your offer is accepted when you and your advisers verify what the seller has told you. Make your offer conditional on it, and use every day of it.
More detail: due diligence when buying a business and how stock is valued at settlement.
Your team
Most established businesses are sold through a business broker. The broker is engaged and paid by the seller, so buyers do not pay a commission. A good broker still helps buyers by answering questions, arranging inspections and keeping the deal moving.
Brokers deal with a lot of enquiries, so serious buyers get faster answers. To be taken seriously:
See how buying through Benchmark works.
Advisers you will need
Choose advisers for their business sale experience, not because they are the cheapest or a family friend. Their fees are small compared with the cost of a bad purchase.
Legal and tax
Your solicitor and accountant handle the detail, but you should understand these before you sign.
| Topic | What to know |
|---|---|
| Contract of sale | Most sales use a standard business sale contract for the state, with special conditions added. Some states also require seller disclosure, such as the vendor statement in Victoria. |
| Lease | The landlord must consent to the lease being assigned to you. Retail leases have extra protections and disclosure rules. Expect to give a bank guarantee and possibly a personal guarantee. |
| GST | Most sales are GST-free as the sale of a going concern, if five conditions are met. See selling a business as a going concern. |
| Stamp duty | Paid by the buyer where it applies. Queensland and WA charge duty on goodwill and other business assets. NSW charges on the lease, fit-out and any land, but not goodwill or stock. Victoria and SA only charge when land is included. See QLD, NSW, VIC, WA and SA. |
| Staff | If staff move across, you must recognise their service for most entitlements. If you are not associated with the seller, you can choose not to recognise prior service for annual leave and redundancy, and the seller pays out their leave. See the Fair Work Ombudsman. |
| Licences and registrations | Liquor, food, trade and other licences may need to be transferred or reapplied for. You will also need your own ABN, GST registration and business name. |
| Structure | Buying as a company, trust or individual affects tax, liability and how you sell later. Decide before the contract is signed. |
| Identity checks | Since 1 July 2026, anti-money laundering laws require professionals involved in business sales to verify their clients. Expect to provide ID and details of your funds. See what the new AML laws mean for buyers. |
Common mistakes
Most bad purchases come from moving too fast, or from falling for a business before the numbers have been checked. Once settlement happens, you cannot hand it back.
Thinking of buying a franchise? Read the pros and cons of buying a franchise.
Ready to look?
Browse businesses for sale across Australia, or register as a buyer to hear about new listings first.
FAQs
Finding the right business can take weeks or months. Once your offer is accepted, it usually takes 6 to 12 weeks to settle, depending on due diligence, finance approval, the lease transfer and any licences.
More than the asking price. On top of the price, allow for stock, stamp duty, legal and accounting fees, lease and finance costs, set-up costs and working capital. For a small business these can add 25% or more.
Yes. Lenders assess the business’s profit, your experience and your own contribution, and often ask for security such as property. Get pre-approval before making offers, and consider a finance broker to compare lenders.
Buying costs more up front but gives you income, customers and a track record from the first day, and is usually easier to finance. Starting costs less but takes longer to become profitable and carries more risk.
It depends on the state. Queensland and Western Australia charge duty on goodwill and other business assets. NSW charges duty on the lease, fit-out and any land, but not on goodwill or stock. Victoria and South Australia only charge duty if land is included. See our stamp duty guide.
It is the period after your offer is accepted when your accountant and solicitor check the financial records, lease, contracts, staff, licences and legal position, so you can confirm the business is as described before the sale becomes unconditional.
Yes, many buyers do. Choose a business with good systems, a stable team and a solid training period, or consider a franchise. Lenders may want a larger contribution from buyers without industry experience.
You decide which staff to offer jobs to. If they accept, their service carries over for most entitlements. If you are not associated with the seller, you can choose not to recognise prior service for annual leave and redundancy, in which case the seller pays out their leave.
Buying a business
Stamp duty
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This guide is general information, not financial, legal or tax advice. Speak to a solicitor, accountant and lender before you buy a business.
Sources: Fair Work Ombudsman, employee entitlements on a transfer of business; business.gov.au, buying an existing business; ATO, selling a going concern; AUSTRAC, AML/CTF reforms; Queensland Revenue Office transfer duty rates. Checked 11 October 2026.
