Seller's guide
Most owners only sell a business once, and how you prepare and run the sale has a big effect on the price you get and how smoothly it goes. This guide walks through each step of selling a small to medium business in Australia: getting ready, setting the price, finding and qualifying buyers, negotiating, due diligence and settlement. It also covers how long a sale takes, what buyers will ask for and the mistakes that cost sellers money.
Every sale is different, but most follow the same five stages. Your broker manages the process with you, while your accountant and solicitor handle the tax and legal work.
What happens: you decide why and when you want to sell, bring your records up to date and fix anything a buyer would see as a risk.
See getting your business ready to sell below.
What happens: a broker appraises the business against its earnings and recent comparable sales, and you agree an asking price and a sale strategy.
What happens: the business is advertised confidentially, buyers enquire, and each one is qualified before they see any detail.
What happens: offers come in, terms are negotiated and the contract of sale is signed, usually with a deposit.
What happens: the buyer completes due diligence, the conditions are met and the business changes hands.
Read more about leases, debts and gift certificates at settlement.
How long a sale takes depends mostly on the price, the type of business and how ready you are. A correctly priced business with its records in order can sell much faster than one where the buyer has to wait for information.
| Stage | Typical time | What affects it |
|---|---|---|
| Preparing the business | 1 to 24 months | How organised your records are and how much needs fixing |
| Appraisal and sale documents | 2 to 4 weeks | How quickly you supply financials and information |
| Marketing and finding a buyer | 1 to 6 months | Price, industry, location and buyer demand |
| Negotiation and contract | 1 to 3 weeks | The number of buyers and how complex the terms are |
| Due diligence and conditions | 2 to 6 weeks | Buyer finance, landlord consent and franchisor approval |
| Settlement and handover | On the agreed date, then the training period | The terms in the contract |
These times are a guide only. Franchise sales and businesses that need licences transferred usually take longer. Buyer demand also changes through the year: see when buyer demand peaks and how long it takes to sell a business.
Owners who get the best results usually start preparing 12 to 24 months before they sell. Use that time to make the business easy to understand, easy to verify and easy to take over.
Would you buy your business? Look at it through a buyer’s eyes, and through their accountant’s. Anything you would question as a buyer, fix or explain before you go to market. A business health check is a good place to start, and our seller’s guide, 12 tips for selling your business, includes a 21-point preparation checklist.
Most businesses sell on a multiple of their earnings. The asking price needs evidence behind it, because the buyer’s accountant and lender will test it. A price based on what you need to retire, or on years of hard work, will not hold up in negotiation.
| Method | How it works | Often used for |
|---|---|---|
| Capitalisation of earnings | Adjusted net profit multiplied by a rate that reflects risk and growth | Most small to medium businesses. See net profit valuations |
| EBITDA multiple | Earnings before interest, tax, depreciation and amortisation, multiplied by an industry multiple | Larger, established businesses. See EBITDA valuations |
| Industry rules of thumb | A benchmark such as a multiple of turnover or recurring fees | A cross-check in sectors with an active market, such as accounting practices |
| Asset value | The value of the tangible assets, with little or no goodwill | Businesses with low or no profit |
An appraisal gives you a likely sale price range. A formal valuation is a more detailed report, used for things like finance, partner buyouts and legal matters. Read the full guide to how to value a business.
Overpricing costs time and money. A business that sits on the market at the wrong price becomes known to buyers, and later price cuts can make them wonder what is wrong with it.
Most small business sales are asset sales, where the buyer takes over the business but not the company or trust that owns it. Larger businesses sometimes sell as a share sale. The structure changes what the buyer takes on and how the sale is taxed.
| Asset sale | Share sale | |
|---|---|---|
| What is sold | The business assets: goodwill, plant and equipment, stock, IP and the right to trade | The shares in the company that owns the business |
| Liabilities | Stay with the seller unless the contract says otherwise | Stay with the company, so they pass to the buyer |
| Lease and contracts | Assigned to the buyer, usually with consent | Stay in place, subject to any change-of-control clauses |
| Employees | Employment with you ends. The buyer may offer jobs to staff, and entitlements are dealt with in the contract | Stay employed by the same company |
| GST | Usually GST-free if sold as a going concern | No GST on the sale of shares |
Capital gains tax applies to most business sales, but the small business CGT concessions can reduce or remove it if you qualify. The buyer usually pays any stamp duty, which varies by state. Speak to your accountant before you agree on a structure. Read more on capital gains tax, selling as a going concern, share sales and stamp duty. Our guide to selling a business in Australia sets out the GST, stamp duty, lease and licence rules state by state.
Many buyers are first-time business owners making one of the biggest purchases of their lives. They are cautious, and so are their accountants and lenders. The more evidence you can give them, the more comfortable they are paying your price.
| What buyers ask for | Why it matters to them |
|---|---|
| Financial statements, tax returns and BAS for three years | To verify the profit and the trend |
| Current year-to-date figures | To check the business is still performing |
| The lease and key contracts | To confirm the business can keep trading from its location |
| Wages and staff details | To understand costs and who is likely to stay |
| Plant and equipment list | To know exactly what they are buying |
| Systems and operating manuals | To judge how easily they can take over |
| Your reason for selling | To rule out a hidden problem |
Be open from the start. Buyers will check everything in due diligence, and problems found late cost more on price than problems explained early. Offering training and support after the sale, along with a reasonable restraint of trade, also gives buyers confidence.
| Mistake | What to do instead |
|---|---|
| Going to market unprepared | Allow 12 to 24 months to tidy your records and reduce reliance on you |
| Pricing on emotion | Set the price on earnings and comparable sales |
| Selling while profits are falling | Stabilise trading first, or be ready to explain the dip |
| Poor records | Keep financials, contracts and registers current and easy to share |
| Taking your foot off the pedal | Keep running and marketing the business at full pace until settlement |
| Hiding problems | Disclose issues early, because they will surface in due diligence |
| Telling staff or customers too early | Keep the sale confidential until the right time. See business confidentiality |
| Selling without the right help | Use a broker, accountant and solicitor who know business sales |
You can still sell in a slow market or a soft trading period, but preparation matters even more.
The best protection is to be sale ready at all times. If illness, a partnership split or an unexpected offer forces a sale, you will be in a much stronger position.
| Adviser | Their role in the sale |
|---|---|
| Business broker | Appraises the business, markets it confidentially, qualifies buyers, negotiates and manages the sale through to settlement |
| Accountant | Prepares the financials and advises on tax, CGT concessions and the sale structure |
| Solicitor | Prepares or reviews the contract of sale and handles the lease assignment and settlement |
| Financial adviser | Plans what happens to the sale proceeds and your retirement |
Business brokers generally need a real estate or business agent licence in the state they work in. Most are paid a commission when the sale settles, sometimes with marketing costs paid up front. Get the fees and agency agreement in writing before you start. Read more about what a business broker does.
Ready to sell?
Talk to a specialist broker about what your business could sell for and the right time to go to market. Confidential and no obligation.
It depends on the price, the industry and how ready you are. A well-prepared, correctly priced business can find a buyer within a few months, followed by a few weeks of due diligence and settlement. Franchise sales and businesses with licences to transfer usually take longer.
Prepare the business, set the price, market it confidentially to qualified buyers, negotiate and sign a contract of sale, then complete due diligence and settlement.
No, you can sell privately. A broker takes on the pricing, marketing, buyer checks and negotiation so you can keep running the business, and usually brings more buyers to the table. See what a business broker does.
At a minimum: three years of financial statements, tax returns and BAS, current year-to-date figures, the lease, a list of plant and equipment, staff and wages details, and copies of key contracts, licences and registrations.
Usually not until the sale is well advanced, and only after talking to your broker. Early news can unsettle staff, customers and suppliers. Many buyers want to meet key staff during due diligence, so plan how and when you will tell them.
Yes, but buyers will value it on its assets and potential rather than its profit, so expect a lower price. If you can, turn trading around or stabilise it before you sell.
Selling a business
How our brokers take a business to market.
Work out what your business is worth.
How a broker helps you sell, and what it costs.
Why most business sales are GST-free.
Assigning the lease to your buyer.
CGT and the small business concessions.
Protecting staff, customers and suppliers during a sale.
Our free seller's guide, with a 21-point checklist.
Business brokers near you
50+ specialist brokers in 8 offices across Australia. Confidential and no obligation.
This guide is general information, not legal, tax or financial advice. Speak to your own advisers about your situation before you sell.
Process and timeframes are based on Benchmark's experience selling businesses. Tax points reflect Australian Taxation Office guidance. Checked 22 October 2026.
