More questions buyers ask

Because disclosure is what damages a business before it sells. Staff update their resumes, customers start testing alternatives, suppliers tighten trading terms, and a competitor who learns of a sale can price against the business, recruit from it and call its accounts at no cost. Once the information is out there is no remedy that puts it back.

That is why an advertised listing is a blind profile: industry, region, a revenue band, an earnings band and a lease summary, with nothing that identifies the business. It is not obstruction and it is not a sales technique. It is the only way a seller can test the market without paying for it in staff and customers.

A confidentiality agreement is a contract. If it is breached, the seller’s remedies are contractual, and the Queensland limitation period for an action on a simple contract is 6 years from the date the cause of action arose (Limitation of Actions Act 1974 (Qld) s10(1)(a)).

Read the one in front of you rather than assume, but the usual commitments are these. Not to disclose the existence of the sale, the identity of the business or any information provided, other than to named professional advisers who are themselves bound. To use the information only to evaluate the purchase. Not to approach the staff, customers or suppliers directly. To return or destroy the material if the transaction does not proceed. And an acknowledgement that no warranty is given as to the accuracy or completeness of what you are shown.

That last clause is the reason due diligence exists. You are being told, in writing, that the numbers are the seller’s numbers and that verifying them is your job.

What signing one does not do: it does not oblige you to buy, it does not oblige the seller to sell, it does not create exclusivity, and it does not stop the seller dealing with other buyers at the same time.

Sometimes at the information memorandum stage, more often after a conditional contract is signed. Business Queensland’s own due diligence list names “Tax returns (minimum 3 previous years)” and a profit and loss statement covering “3 years or longer to determine market variations” as due diligence items, which sit late in the sequence rather than at first contact.

If you want them earlier, give the seller a reason. Identify yourself properly, including the entity that would buy. Say what you do now and why this business fits. Evidence funding capacity in general terms, because a letter from a finance broker or an accountant confirming that funding of a stated order is achievable moves you ahead of every enquirer who has not produced one.

There is no general statutory right to a seller’s financial records. Two Queensland exceptions matter: the assignor’s disclosure statement on a retail lease assignment under the Retail Shop Leases Act 1994 (Qld) s22B, and the franchisor’s disclosure document under the Franchising Regulations 2024 (Cth). Everything else you see, you see because you negotiated for it and because the contract makes it a condition.

No. The 5 business day cooling off period applies to residential property contracts. A business contract binds you from signature, and the conditions written into it are your only exits.

The exception is franchising. A franchisee may terminate a franchise agreement within 14 days of entering into it under the Franchising Regulations 2024 (Cth), F2024L01605. On a transfer of an existing agreement that right ends at the earlier of 14 days after becoming the new franchisee and the day you take possession and control of the business.

This is why the conditions matter more than the price on a business contract. Finance, due diligence, lease assignment on terms acceptable to you, training and handover, a restraint from the seller, and franchisor consent where it applies. A buyer who signs without conditions has bought the business.

The register searches are trivial against the price of a business. A PPSR online search is $2 as at 14 August 2026. An ASIC current and historical company extract is $18 and a business name extract is $9 on the current ASIC Connect schedule. A Titles Queensland current title search is $25.71 in FY2026/27. ABN Lookup, the ASIC banned and disqualified registers, the QBCC Licensee Register, the Fair Trading Licensing Register at ftlr.fairtrading.qld.gov.au and Australian Trade Mark Search are free.

Where contamination is a possibility, an Environmental Management Register and Contaminated Land Register search is $61.05 per lot from 1 July 2026, and results are emailed “within one day and usually immediately” when you supply the lot on plan reference.

The real cost sits in professional time: the accountant’s analysis of the numbers, and the solicitor’s work on the contract and the lease. Get fee estimates in writing from both before you start, because those are the costs you will carry whether or not the deal completes.

An asset purchase takes named assets and leaves the selling entity’s history behind, including its tax position and any liability nobody has found yet. A share purchase takes the company whole, so the contracts, the licences, the ABN, the employment history and every contingent liability travel with it. That is why an asset purchase is the usual structure for a small Queensland business, and why a share purchase normally carries a discount, far broader warranties and a tax indemnity.

A share purchase gets used anyway where a licence, an accreditation, a government contract or a long term customer contract cannot practically be transferred, or where the company holds franchise rights the franchisor will not reissue.

One point to know before you ask an agent to negotiate a share deal. Shares in a private company are a financial product under the Corporations Act 2001 (Cth) s764A, and under s766C arranging for a person to engage in dealing is itself dealing. Tony Pope holds no Australian financial services licence, so a transaction structured as a share transfer is work for your solicitor and your accountant.

Not automatically in an asset sale. The seller terminates the employees and you offer employment, and Fair Work Act 2009 (Cth) Part 2-8 governs what carries across. If you are not an associated entity of the seller, you may decline to recognise prior service for annual leave, for redundancy pay and for the unfair dismissal minimum employment period, provided you give the employee written notice before the new employment starts.

Personal and carer’s leave, parental leave entitlements and the right to request flexible working arrangements transfer regardless. Where the employers are associated entities, none of those elections are available and service is recognised for everything.

Queensland long service leave is separate and works the other way. Industrial Relations Act 2016 (Qld) s132 provides that a transfer of a calling does not break continuity, so assume the long service leave clock keeps running across the transfer and price it in. For an employee with 8 years of service you are taking on an entitlement that vests in 2 years and was earned on somebody else’s watch.

It is negotiated, and it goes into the contract. Either the seller pays the entitlements out at settlement, or you assume them and the price comes down by the accrued amount. Both are legitimate.

What is not legitimate is leaving it unaddressed, because the transferring employees will assume their service carried over and will act on that assumption at some point in the next decade.

Build the schedule before you make the offer. For every employee: start date, classification, award or agreement, current rate, accrued annual leave in hours and in dollars, accrued personal and carer’s leave, accrued long service leave, time in lieu, outstanding allowances, and any underpayment exposure against the applicable award. If the seller cannot produce records, note that Fair Work Act 2009 (Cth) ss535 and 536 require employee records to be kept for 7 years.

Value the business on what is lodged and banked, and on nothing else. Unrecorded revenue cannot be financed against, cannot be verified, cannot be warranted in the contract, and cannot be resold to the next buyer when you come to exit.

It also tells you something about the reliability of everything else you have been shown. A set of accounts that understates revenue is a set of accounts, prepared by the same people, that you are being asked to rely on for costs.

There is no version of that conversation that helps you. Paying a multiple on revenue you cannot see is paying real money for somebody else’s risk.

Property Law Act 2023 (Qld) s142(3), which commenced 1 August 2025, provides that consent must not be unreasonably withheld, and the Queensland Small Business Commissioner states that this duty cannot be contracted out of. Under s142(5) the lessor must decide within 1 month of receiving full particulars, or a longer period the parties agree.

Two things about that clock. There is no deemed consent, so a landlord who says nothing has agreed to nothing, and the remedy is an application to the Supreme Court, which does not fit inside a settlement date. And the month only starts once the landlord has full particulars, so an incomplete request has not started it at all.

Your protection is the condition, not the section. Make the contract conditional on assignment of the lease on terms acceptable to you, not merely on assignment, and set a date that allows the full month plus the landlord’s solicitor and any mortgagee. A buyer obliged to accept whatever the landlord demands, including a new personal guarantee, a larger bank guarantee or a shortened term, has no protection at all.

A disclosure document at least 14 days before the franchise agreement is entered into, under the Franchising Regulations 2024 (Cth), F2024L01605. It must contain the franchisor’s solvency statement, setup and operating costs, supply restrictions and rebates, legal actions involving the franchisor, future capital expenditure including significant expenditure, and contact details for current and former franchisees.

Call the former franchisees. The franchisor’s own disclosure of legal actions and the experience of people who have left the system are the two things you cannot get anywhere else.

The Franchise Disclosure Register at franchisedisclosure.gov.au is free, needs no account, and lets you compare systems without a salesperson present. The register states its own limits: the Commonwealth does not review or endorse the content before publication, and the register “does not negate the need for a prospective franchisee to undertake necessary due diligence”.

The franchisor has 42 days to respond to a transfer request, running from the later of the date the franchisee asks to transfer and, where the franchisor asks for more information, the date it receives the last piece of that information. If no written refusal is given inside the 42 days, consent is taken to be given, and the ACCC states that franchisors cannot then take that consent back.

Where the franchisor does consent in writing, it may cancel that consent within 14 days of granting it by written notice with reasons, but it must not do so unreasonably. Section 24(3) of the Regulations also prevents the franchisor giving consent before the end of 14 days after the later of specified dates.

Build the full 42 days into your contract dates, require the seller to lodge the request immediately after signing, and confirm the franchisor’s selection criteria and training requirements before you make an offer. A buyer who cannot satisfy them cannot complete.

Because tranche two of the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth), as amended by Act No. 110 of 2024, commenced on 1 July 2026. The Department of Home Affairs names lawyers, conveyancers, accountants, trust and company service providers, real estate professionals and dealers in precious metals and stones among the groups brought in. The AUSTRAC enrolment deadline was 29 July 2026 for an entity providing a designated service on 1 July 2026.

Each party asking you has its own obligation, and each is asking for its own reason. Your solicitor, your accountant, your lender and a conveyancer where land is involved all sit inside their own regimes. The franchisor on a franchise transfer is applying its own selection criteria, which is not an AML obligation at all.

Ask each of them, once, what the information will be used for, who it will be given to and how long it will be kept. That question has a statutory answer in Australian Privacy Principle 5.

Ask, and ask in writing before you hand anything over. Australian Privacy Principle 5 requires an entity to take reasonable steps to notify you of the APP 5.2 matters, or to ensure you are aware of them, at or before the time it collects your personal information, or as soon as practicable afterwards if that is not practicable.

Those matters include who is collecting it and how to contact them about privacy, why it is being collected, whether the collection is required or authorised by an Australian law, the main consequences if it is not collected, and the other entities to which they usually disclose information of that kind. APP 11 requires reasonable steps to protect it. APP 12 gives you a right of access.

The Privacy Act 1988 (Cth) small business exemption applies at annual turnover of $3 million or less in any financial year since 2002. It falls away for a business that is an AML/CTF reporting entity, and for a business that trades in personal information, whatever the turnover.

No, and you should not want to. Under the Property Occupations Act 2014 (Qld) the seller signs the appointment, the seller sets the commission and the agent’s duty runs to the seller. That is the structure, not a criticism of any particular agent.

What you can expect is honesty, and compliance with the Australian Consumer Law prohibitions on misleading or deceptive conduct in Schedule 2 to the Competition and Consumer Act 2010 (Cth). What you should not expect is representation.

Engage your own solicitor and your own accountant, and get borrowing capacity assessed by a lender or a licensed finance broker before you look seriously. If you want a licensee on your side of the table, a buyer’s agent can be appointed by you under the same Act, by your own separate appointment.

Plan on 3 to 6 months from first enquiry to settlement for a straightforward leasehold business, and 5 to 12 months where a licence, a franchise, freehold land or an environmental authority is involved.

The statutory clocks set a floor rather than a schedule. Retail lease assignment disclosure is 7 days before the earlier of the sale agreement date and the request for consent (Retail Shop Leases Act 1994 (Qld) s22B). The landlord has 1 month to decide (Property Law Act 2023 (Qld) s142(5)). Franchise disclosure is 14 days before signing and a franchisor has 42 days to respond to a transfer request. Transfer duty lodgement is within 30 days after the liability arises (Duties Act 2001 (Qld) s19). An Environmental Protection Act 1994 (Qld) public register information request takes 10 to 75 business days depending on complexity.

Compression is where deals fail. A 14 day finance clause on a transaction that needs a security valuation is a clause you will have to extend from a position of no leverage, and a due diligence period that runs out leaves you terminating on incomplete information or waiving the condition and buying blind.

The answer turns on the earnings base, not on the multiple. Establish first whether the figure being quoted is seller’s discretionary earnings or adjusted EBITDA, and get the answer in writing along with the owner’s actual hours per week in the business.

Deducting a market salary for the owner’s role moves the base substantially in an owner operated business, and any multiple applied afterwards compounds that difference. A buyer who does not establish which base is being multiplied cannot evaluate the asking price at all.

Then test the base against the lodged BAS and the bank statements rather than against the profit and loss. An independent valuation is warranted where the price is large relative to your position, where the earnings base is contested, where there is a related party or family element, or where a financier requires one. An asking price is a seller’s opinion. It is not a valuation and it is not evidence of value.

You can browse advertised businesses, but the strongest approach is to register a buying brief so you are matched to suitable opportunities, including off market businesses that never reach public advertising. A broker qualifies you, understands what you want, and introduces businesses that fit, often before they are listed.

No. Registering your buying interest is free. The broker's fee in a sale is paid by the seller, so as a buyer you register your brief, receive matched opportunities and stay informed at no cost. What you gain is early access and a broker who understands what you are after.

Businesses quietly available for sale but not publicly advertised, usually because the owner wants maximum confidentiality. They are typically shown only to qualified, registered buyers who have signed confidentiality agreements. A registered brief is how you hear about one.

Many purchases involve finance, and lenders assess the business's earnings, its assets and your experience. It pays to understand your borrowing position early so you can move quickly when the right business appears. Finance itself is arranged through your lender or a finance specialist.