Register your brief · No cost to buyers
Why register your brief
Businesses whose owners want maximum discretion never reach a public listing, so they go to qualified buyers.
Registering a brief is free to buyers and carries no obligation either way. Last updated 15 September 2026.
Tell me what you are looking forCall 0431 124 128
No obligation. Nothing is published. Nobody is contacted.
Businesses whose owners want maximum discretion never reach a public listing, so they go to qualified buyers who are already known and already briefed. That is the whole reason to be on a register rather than watching advertisements. This one started in July 2026, so the queue in front of you is short.
Rather than scrolling endless listings, you receive businesses that actually fit your brief. Your time goes into looking at the right opportunities, not filtering out the wrong ones.
With more than twenty years working alongside e-commerce and retail, transport, earthmoving, construction, mining services and interiors businesses, you get someone who understands what makes a business in your target sector worth buying, and what to watch for.
The conversations that produce an off market opportunity happen with owners who are twelve months to three years from selling, long before anything is advertised. A registered brief is how you get told about one when it comes. Register now and you are on the list before the first listing goes live, which will not be true for long.
Your interest is not broadcast. Sellers only learn who you are once you are qualified and a confidentiality agreement is signed, and the same discretion applies to you.
Sector, budget and how you are funding it, location, whether you want to run it yourself or install a manager, and the experience you bring. The more specific it is, the better the match. Thirty minutes on the phone is usually enough to cover it.
What registering actually involves, and what it does not
A brief is a conversation and a short written summary. It is not an application and there is no credit check. What is collected is your name, your contact details, the sector and size you are after, the region, and the funding you have available. That information is used to match you against businesses as they come to market, and for nothing else. It is not sold, it is not passed to a seller without your say so, and you can ask for it to be deleted at any time.
Identity verification comes later, and only if you go to contract. Australia’s anti money laundering and counter terrorism financing regime was extended to business broking from 1 July 2026 by the 2024 amendments to the Anti-Money Laundering and Counter-Terrorism Financing Act 2006, administered by AUSTRAC. Where a transaction involves a lease, real property, or the transfer of a company or a trust, customer due diligence applies to the buyer as well as the seller.
In practice that means an identity check by an independent verification provider, which you deal with and pay directly, before a transaction completes. It is not a hurdle to registering a brief or to having a first conversation. It is a legal precondition on the deal, the same one your bank and your conveyancer already apply, and it is set out here so it is not a surprise to you in the middle of a negotiation.
Where a business is acquired by buying the shares in a company rather than the assets, those shares are a financial product under the Corporations Act. Tony Pope does not hold an Australian Financial Services Licence and does not give financial product advice. Nothing on this page is a recommendation to buy or sell shares, and the share transfer itself is handled by your solicitor and your accountant.
Tony Pope is not a registered tax agent and is not a solicitor. Get your own advice on structure, stamp duty and the contract before you sign anything.
Testing revenue against the BAS and the bank, and the red flags that follow
Reconcile to the BAS first. For each financial year, sum the reported sales across the four quarterly lodgements, or twelve monthly lodgements, and compare that total against revenue in the profit and loss for the same year. Then compare it against the income tax return for the same year. Investigate every variance. There are legitimate explanations, including input taxed supplies, GST free supplies, timing differences and capital sales. There are also illegitimate ones. The point of using the BAS is that it was prepared for the Commissioner rather than for you.
Then reconcile to the bank. Take three non-consecutive months across the period, including one the seller did not choose. For each month, total the deposits in the business bank account and reconcile them against the revenue recorded in the accounting file. Separate the merchant facility settlements from direct deposits and from cash banking, then compare the merchant settlement totals against the merchant statements from the acquirer, which the seller can obtain. Three reconciled months tell you more than three summarised years.
Use the ATO benchmarks as a third reference point. The ATO publishes small business benchmarks covering 100 industries, drawn from data on over 2 million small businesses, expressing ratios such as cost of sales to turnover as a range for a given turnover band in a given industry. In the ATO’s own published example a pizza shop with cost of sales to turnover of 44% sat above an industry range starting at 37%. The benchmarks prove nothing on their own. A target sitting well outside the published range for its industry is a target with something to explain.
Revenue concentration. Calculate the percentage of revenue from the largest customer, the top 3 and the top 5, for each of the last 3 years. Where one customer is 40% of revenue, that revenue is not being sold to you unless the contract transfers and the customer intends to stay. Read the assignment and change of control clauses, then make the price conditional on the outcome. Run the same analysis on supplier concentration, on a single referral source, and on a single platform or marketplace.
Related party transactions. Rent to a related landlord, wages to family, purchases from a related supplier, management fees to a related entity, loans to and from directors. Every one can be set at a non-market figure in either direction. Restate them all to market, rebuild the earnings figure from the restated numbers, then establish whether the arrangement continues after settlement and on what terms.
A wage bill that does not include the owner. Where the owner works 50 hours a week and takes drawings rather than a wage, the profit and loss shows a profit that includes 50 hours of unpaid labour. Deduct a market salary for the role and see what is left. If nothing is left, you are buying a job, and a job is worth its salary rather than a multiple of it. Check the reverse too: an owner taking an above market salary is understating the earnings, which is your opportunity.
Four more that change the price. Stock that has not been counted, where a contract is plus stock at valuation and the count is settled by an independent stocktaker at the lower of cost and net realisable value, with obsolete and damaged stock excluded or written down. Uninvoiced work in progress claimed as revenue, which is a cost until somebody completes the work and gets paid, and which belongs in a separate contract line rather than inside goodwill. Deferred maintenance, quantified item by item with a quote against each, taken off the price or into a retention. And a trend that reverses in the stub period since the last full year, which is why you ask for the year to date figures and reconcile them the same way.
The add backs to challenge, line by line
| The add back | The seller’s case for it | What you test |
|---|---|---|
| Owner’s salary and superannuation | Discretionary, and the buyer will set their own | Legitimate in seller’s discretionary earnings. Not legitimate in adjusted EBITDA, where a market salary for the role is deducted. Confirm in writing which base the asking price uses |
| Owner’s motor vehicle | Private use | Will the role still need a vehicle after settlement? If it will, only the private portion is an add back, and only with a log book or an equivalent basis behind it |
| One off legal fees | Litigation now concluded | ASIC RG 230.65 warns against treating items as “non-recurring” when they “are generally of a recurring nature in many businesses (albeit they may only arise in some years)”. Ask for the same line across 5 years, not 3 |
| One off repairs | Extraordinary and will not repeat | Same test. A roof is a one off. Plant repairs in a plant heavy business are the cost of running it. Compare the line to the 5 year average, not to last year |
| Family members on the payroll | Not genuinely employed | Then who does that work after settlement, and what will it cost you to have it done at market rates? If the answer is that you will do it, add it to your own hours before you price the business |
| Rent paid to a related party | Above or below market | Restate to market rent in both directions. Below market rent inflates the earnings and will not survive the lease renewal, so it is a cost arriving on a known date |
| Interest | Capital structure is the buyer’s choice | Legitimate in both bases. But a business that needs a large overdraft to trade carries a working capital requirement you have to fund separately from the price |
| Depreciation | Non-cash | Legitimate in both bases, then replace it with actual capital expenditure. Where actual spend has run far below depreciation for years, the difference is deferred maintenance you are about to fund |
| Consulting or management fees to a related entity | Not a real cost | Establish what service was actually provided, and whether it has to be replaced. A bookkeeping function billed as a management fee is a real cost with a different label |
| Personal travel, entertainment, phone and subscriptions | Private | Ask for the invoices. An add back with no invoice behind it is an assertion, not an adjustment |
| Government support payments and grants | Should be added back, or removed | Both directions occur. Confirm the treatment is consistent with how the corresponding costs were treated. RG 230.65 names “inconsistent exclusions”, excluding losses while including related gains |
| A large one off contract or project | Unusual year, so leave it in | Take it out and look at what remains. An overstatement of $40,000 a year in the base, multiplied by three, is $120,000 of price. That is arithmetic about your own offer, not a statement about market multiples |
Add back headings and buyer tests compiled from ASIC Regulatory Guide 230, Disclosing non-IFRS financial information, published 9 December 2011, in particular RG 230.5, RG 230.17, RG 230.56 and RG 230.65. Seller’s discretionary earnings and adjusted EBITDA are both non-IFRS financial information, meaning “financial information that is presented other than in accordance with all relevant accounting standards” (RG 230.5). A normalisation schedule that itemises and reconciles every adjustment against the statutory accounts is one you can work with. One that presents a single add backs line is not. This is general information, not accounting or tax advice.
Tell me what you are looking for
I will tell you when something matches. You sign a confidentiality agreement before you see anything that identifies a business.
Nothing you send goes any further. It comes to me only, into my own database in Sydney. I do not pass buyer enquiries to sellers, to other brokers or to anyone else. You see a sector, a region and a size before you see a name, and nothing that identifies a business is released until you have signed a confidentiality agreement.
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.
Register your buying brief
Tell me the sector, the size, the region and the funding you have available. It takes one conversation, it costs nothing, and your details never reach a seller without your say so.