Sector guide · Construction & building
Selling a construction business in Queensland
The QBCC licence does not transfer, the nominee rule gives a company 28 days, and goodwill counts for nothing against Minimum Financial Requirements. This guide sets out what a buyer checks, what the numbers have to be, and where a Queensland construction sale actually breaks.
Nothing on this page is legal, financial or taxation advice. Free confidential appraisal, no cost and no obligation. Last updated 15 September 2026.
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How do you sell a construction business in Queensland?
A Queensland construction business sells as a share sale or an asset sale. In a share sale the buyer takes the licensed company and its QBCC licence stays put. In an asset sale the buyer’s own entity must hold a contractor licence, because nothing in the licence transfers. The Queensland Building and Construction Commission licenses under the Queensland Building and Construction Commission Act 1991, and licence history is public on the QBCC Licensee Register.
- Selling a construction business in Queensland runs through the QBCC licensing question before anything else: how the buyer trades legally on day one.
- That answer shapes the deal, because whether it is a share sale or an asset sale, and who holds the nominee licence, both flow from it.
- Licences attach to people as much as to entities, and the business must sit inside the minimum financial requirements covering net assets and liquidity.
- Handled early, the licence question becomes a moat that protects your value. Handled late, it becomes the reason a buyer walks away.
The short answer, in six lines
Everything below is expanded further down the page, with the register or the regulator named so you can check it yourself.
At a glance
Larger Queensland builders and civil contractors buying licence class, prequalification and a subcontractor base. Trade businesses are also bought by their own site supervisors and long serving employees.
A QBCC contractor licence attaches to the legal entity, not to the business. The Queensland Building and Construction Commission Act 1991 contains no transfer or assignment provision.
In a share sale the whole entity transfers, including open retention trusts, defect liability and the 6 year 6 month warranty tail. In an asset sale plant, contracts and staff move and the licence does not.
The last accepted Minimum Financial Requirements report, the approved maximum revenue category, and the Adjudication Decision Register. Then who the nominee is and whether that person is staying.
Six to nine months from appraisal to settlement. Longer if maximum revenue has to be re-approved, a licensed nominee has to be recruited, or a project trust is open on a live job.
Normalised earnings, the forward order book, and whether earnings survive without you. Work in progress accuracy and open retentions move the number as much as the multiple does.
The licence is not paperwork. It is the deal structure.
Whether you sell shares or assets, who holds the nominee position and whether the business sits inside the minimum financial requirements are settled long before a price is agreed. Handled early it is a moat. Handled late it is the reason a buyer walks.
Licensing structured for handover
A business where the company holds the right licence classes, more than one person holds nominee capable or supervisor licences, and the owner has a credible transition plan is a business a buyer can actually complete on. Supporting a key employee through their licensing in the years before sale is one of the highest leverage moves a Queensland builder can make, because it converts the licence from a personal attribute of yours into an asset of the business.
Forward work and clients who come back
Signed contracts, repeat developers, standing commercial clients, panel positions and referral relationships with architects and consultants are what a buyer inherits on day one. Prequalifications with government and major clients took years to earn and transfer real value, provided they sit with the entity and are current. Time your sale so the buyer steps into contracted months of work, and the price follows.
An estimating and delivery machine beyond the owner
If you price every job and run every site, the buyer is purchasing your diary, not a business. An estimator producing consistent margins, project managers and supervisors who deliver without you, documented systems from tender to handover, and client relationships spread across your senior people all shift value from your head into the asset being sold. This is the slowest asset on this list to build, which is why it anchors the preparation window.
Project accounting a buyer can trust
Construction is where good businesses hide bad numbers and bad businesses hide good ones, and buyers know it. WIP accounted for consistently, claims neither ahead of nor behind the work, retentions tracked, back charges documented and a normalised earnings schedule that reconciles to the job ledgers. Clean project accounting does not just survive due diligence, it shortens it, and speed protects deals.
A defects story you control
Every builder carries a tail of completed work, and every buyer fears the tail they cannot size. A documented defects and warranty process, a claims history that is tracked and low, and defect liability periods mapped across recent projects turn the scariest unknown in a construction sale into a routine allocation in the contract. The builders who track this look better in a data room than the ones who insist there has never been a problem.
Project trust and retention trust thresholds, and when each commenced
| Contracting party and threshold, excluding GST | Commenced |
|---|---|
| Phase 1. Queensland state government departments, $1 million to $10 million, and state authorities that elected in, $1 million or more | 1 March 2021 |
| Phase 2. State government, Hospital and Health Services and electing state authorities, $1 million or more | 1 July 2021 |
| Phase 3. Private entities and local government, $10 million or more. Queensland Government, state authorities and Hospital and Health Services, $1 million or more | 1 January 2022 |
| Further phases that would have taken private projects below $10 million | Paused, announced 10 February 2025, not commenced as at August 2026 |
| Retention trusts. Head contractors withholding cash retention on a project trust contract | 1 March 2021 |
| Retention trusts. Private sector principals withholding cash retention | 1 January 2022 |
| Retention cap before practical completion | 5% of the contract price at any time, and no more than 10% of cash retentions from each progress payment |
| Retention cap after practical completion | 2.5% of the contract price |
A project trust is required only where all four conditions are met. The contracting party is of a caught type, and the contract price meets the threshold. More than 50% of the contract price is for project trust work, and at least one subcontractor is engaged. Exclusions include small scale residential construction, maintenance only contracts, contracts solely for design, advisory or contract administration, and short term contracts for work to be completed in less than 90 days. Commonwealth, Queensland government, state authority and local government contracting parties are exempt from the retention trust requirement. Thresholds are set under the Building Industry Fairness (Security of Payment) Act 2017 and are current as at August 2026.
A broker who leads with the licence question
In Queensland, brokers who treat a building business like any other business get their sellers stuck. That is why the QBCC licensing framework, nominee transitions, financial requirements and the realities of WIP and defect tails sit at the front of my process rather than the end, worked through with your accountant and solicitor before the business ever goes to market, not discovered in the middle of a deal. Behind that sits more than twenty years working alongside the construction, industrial and equipment world before broking, from the machinery on your sites to the businesses that run them.
That matters when your business goes to sale, because buyers are qualified against the licensing reality before they cost you time, your value story is argued from your job ledgers and your forward book, and the deal is structured to complete. The approach goes directly to the buyers who can actually carry the licence: expanding contractors, interstate and national builders buying their way into Queensland, and investors backing a builder. Every one of them is qualified against the licensing reality before they cost you a minute.
Not in this sector?
I sell businesses in every industry. These nine are the ones I have run, built or worked in, which means I can talk to a buyer in their own language from the first meeting. That is an advantage where it applies, not a limit where it does not.
E-commerce & retailRan a national online window furnishings retailer, and co-founded and sold a toy business built to several million a year.
Transport & logisticsTwenty years around trucks, trailers and fleets, and what a financier looks at before your profit.
Earthmoving, plant & civilIndustrial auction and remarketing. Machine hours, condition and the difference between the two.
You are reading this oneConstruction & buildingThe QBCC licence question comes before the price question, every single time.
Mining services & supplyPrequalification status and safety record price straight into the multiple in this sector.
Window furnishings & interiorsRan one. Custom manufacture, measure and install, and where the revenue ceiling actually sits.
Toy, gift & hobby retailCo-founded one with my wife, built it across store and online, and sold it. I have sat on your side of this.
Turf farmsMy father in law built a turf farm and sold it to his competitors. A sector few brokers have been near.
OH&S consultancy & trainingCertificate IV in Training and Assessment, and safety training systems built from scratch. Including RTO risk.Nine published seller guides, and the one you are on is marked. Every industry outside the nine gets the same process, the same buyer research and the same discipline. View all seller guides.
Who wrote this, and the commercial side of a construction sale
Tony Pope holds Queensland Office of Fair Trading licence 4963575 and is a member of the Australian Institute of Business Brokers. What he brings to a construction sale is the commercial side of it, and the licensing and Minimum Financial Requirements material below is traced to the QBCC and to Queensland legislation rather than written from memory. Eight years of business to business sales into construction, mining, transport and logistics at the world’s largest industrial auctioneer, against annual targets above $90 million. Then two years running a national remarketing portfolio above $150 million across nine sites and multiple asset classes.
Since then he has built safety training programs and national rollouts for transport, logistics and construction clients. He now runs a national business to business pipeline into government, construction and landscape projects, including tender and procurement work. He has also written operating documentation to an Australian Standard, which is the same discipline a buyer’s due diligence list demands. Every figure on this page is traced to a primary source. That means the Queensland Building and Construction Commission Act 1991, the Minimum Financial Requirements Regulation 2018, a QBCC register, or an ABS or ASIC release. The sources are listed below so you can check them yourself.
Questions people ask
3 of the 24 answered in full on the questions page for this topic.
Does a buyer have to meet the Minimum Financial Requirements from day one?
Yes. A QBCC licensee must meet net tangible assets, current ratio and maximum revenue at all times, not only at the annual reporting date. Section 17G of the Minimum Financial Requirements Regulation 2018 requires a current ratio of at least 1, being $1 in current assets for every $1 in current liabilities.
Who can be the nominee after settlement?
The nominee must hold a contractor or nominee supervisor licence in the same class as the company licence, and must be a director, secretary or employee of the company. QBCC requires a company licence to have a nominated technical person at all times.
What happens if the nominee leaves and is not replaced?
A company must notify QBCC within 14 days of a nominee ceasing to act, and must replace the nominee within 28 days. A company licence may be suspended or cancelled if it has no licensed nominee for more than 28 days.
More questions Queensland builders ask, all 24 of them.
Go deeper
The long form, where it belongs
The full detail is on the pages below, each on its own page.
Check it yourself12 primary sources
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.
The terms a buyer and their accountant use in a construction sale10 definitions
Plain definitions of the words a buyer, a financier or a regulator will use. Where a term has a statutory anchor, it is named.
The financial tests a QBCC licensee must satisfy at all times, being net tangible assets, current ratio and maximum revenue. Set by the Queensland Building and Construction Commission (Minimum Financial Requirements) Regulation 2018.
Total assets less liabilities less intangible assets less disallowed assets. Goodwill, intellectual property, patents, trademarks and formation expenses are excluded. No liabilities can be deducted from the calculation, including related entity loans.
The annual revenue ceiling attached to a licence category, running from not more than $200,000 in SC1 to more than $240,000,000 in Category 7. If revenue is likely to exceed the ceiling by more than 10%, the licensee must apply to increase it before revenue passes the cap, under section 11L.
Current assets divided by current liabilities, not rounded up. Section 17G of the Minimum Financial Requirements Regulation 2018 requires a current ratio of at least 1 at all times. That is $1 in current assets for every $1 in current liabilities.
The licensed technical person a company licence must have at all times. The nominee must hold a contractor or nominee supervisor licence in the same class as the company licence, and must be a director, secretary or employee of the company.
A trust account a head contractor must open for an eligible contract under the Building Industry Fairness (Security of Payment) Act 2017. It holds payments for the head contractor and its subcontractor beneficiaries. As at August 2026 the thresholds are $1 million for eligible Queensland Government contracts and $10 million for private sector, local government and statutory authority contracts.
A trust account holding cash retention withheld from subcontractors. The trustee must notify QBCC within 5 business days of opening, using Form TA1, and keep a ledger for each beneficiary. The trustee must reconcile monthly within 5 business days of month end, retain records for 7 years, and cover any shortfall from its own funds.
The contractual period after practical completion in which the contractor must remedy notified defects. If the contract does not specify one, retention or security must be released 12 months after practical completion.
A QBCC direction requiring a contractor to fix or complete building work. Section 72A(4) of the Queensland Building and Construction Commission Act 1991 sets an outer limit of 6 years and 6 months after the building work was completed or left incomplete.
A person barred from holding a QBCC licence, or from being a director, secretary or influential person of a licensed company. Exclusion follows bankruptcy, a Part IX or Part X agreement, or involvement with a construction company within two years before its insolvency event. A first event carries a three year exclusion.
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Start with the licence question, then the number
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