Preparing a Queensland business for sale
Start six to eighteen months out. Clean financials, reduce owner dependence, sort your lease and plan for CGT. What preparing a Queensland business involves.
General information only, not financial, legal or taxation advice. Tony Pope holds Queensland Office of Fair Trading licence 4963575.
The short version
- Six to eighteen months is the useful preparation window. Less than that and most of the meaningful work cannot be done.
- Buyers verify five things: financials, owner dependence, leases and contracts, employee entitlements, and asset condition.
- Employee entitlements transfer under Fair Work rules on a transfer of business, and how they are treated is a negotiated item in every sale.
- Capital gains tax planning belongs with your accountant before a contract is signed, not after.
Selling well is mostly a preparation job. The market sets the range, but where you land inside it comes down to how much doubt a buyer has to price in. Every piece of preparation below removes some of that doubt.
Why preparation decides what a buyer will pay
A buyer is not really pricing your profit. They are pricing the certainty that the profit continues after you leave. Two businesses with identical earnings sell for very different numbers when one has clean records, contracted revenue and a manager, and the other has a shoebox of receipts and an owner who does everything.
Preparation is how you move from the second description to the first. It takes time, which is why the conversation is worth having early.
The five areas buyers actually verify
Financials. Owner dependence. Leases and contracts. Employees and entitlements. Assets and their finance position. Almost everything in due diligence sits under one of those five.
Getting three years of financials sale ready
Three full financial years plus year to date is the standard expectation. They need to reconcile to your bank and to whatever system runs the business.
Separate business and personal spending now, not later. Build a schedule of add backs with a document behind each one. An add back you cannot evidence gets struck out during due diligence, and it does damage beyond its own value because it makes a buyer wonder what else is loose.
Reducing owner dependence, the highest value work you can do
If you price every job, hold every relationship and carry the knowledge, a buyer is applying for a job rather than acquiring an asset. Write down the pricing logic. Introduce a second contact on your largest accounts. Cross train. Take a proper holiday and note what breaks, because what breaks is your list.
This is the slowest item on the page and usually the most valuable.
Leases, contracts and licences in Queensland
A buyer needs tenure for at least as long as their finance runs, and their lender tests it independently. Two years remaining with no option is a real obstacle. Landlord consent to assign is required in almost every lease and landlords are not obliged to be quick.
Check your key contracts for change of control clauses, and check whether the important ones are in writing at all. Licences and registrations do not always transfer, so identify early which ones the buyer will need to obtain themselves.
Employees and entitlements on a transfer of business
Under Fair Work rules a transfer of business can carry recognised service and entitlements across to the new employer. How accrued leave is dealt with, whether it transfers or is paid out or is adjusted in the price, is negotiated in every sale.
Know your entitlement balances before you agree terms. It is a real number and it moves the settlement figure.
Talking to your accountant about CGT before you go to market
Structure drives the tax outcome, and structure is difficult to change once a contract exists. Whether a sale is an asset sale or a share sale, whether small business concessions are available to you, and how proceeds are received all matter.
This is a conversation to have at the preparation stage. It is not a broker's call and it is not something to leave until an offer arrives.
How long preparation takes
Allow six to eighteen months. Records can be tidied in weeks. Reducing owner dependence, building contracted revenue and improving a lease position all take considerably longer.
If you are two to three years out, that is the ideal time to find out where you stand.
Common questions
How long before selling should I start preparing my business?
Allow six to eighteen months. Shorter is possible if the records are already clean, but reducing owner dependence and improving your lease position both take time that cannot be compressed.
What financial documents do buyers ask for?
Three years of financial statements and tax returns, year to date figures, a schedule of add backs with evidence for each, an asset register, and access to the accounting file during due diligence.
Can I sell a business that still depends on me?
Yes, but expect it to affect both the price and the pool of buyers. The more the business relies on you personally, the more a buyer is purchasing a job rather than an asset.
Do employees transfer when a business is sold?
Under Fair Work rules a transfer of business can carry entitlements across to the new employer. How accrued leave is treated is negotiated in the sale, so it should be understood before terms are agreed.
Keep reading
All notes on selling a business · All seller guides · What is my business worth?
Check it yourself
Primary sources, none of them affiliated with me and none of them endorsing this site. Where anything here differs from an official source, the official source is right.
Links open on external government and industry websites. The full list sits on licensing, registers and official sources.
Ask what it is worth
Free, in writing, and nobody finds out you asked. Tell me the trade and the suburb and I will do the rest.
Nobody finds out you are selling. This goes to me only, into my own database in Sydney. I will not contact your accountant, your landlord, your bank or your staff, ever, unless you ask me to.
If you would rather not put anything in writing yet, ring 0431 124 128. Prefer to pick a time yourself? Book a time in my diary.
Thinking about selling?
Thirty minutes, on the phone or in person, at a time that suits you including evenings. You will get a straight read on where the business sits today and what would move the number. It costs nothing, there is no obligation, and nobody finds out you asked.