Sector guide · Construction & building
The licence question decides the deal
Selling a construction business anywhere means selling forward work, capability and reputation. Selling one in Queensland means all of that plus a question that shapes the entire transaction: how does the buyer trade legally on day one?
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Selling a construction business anywhere means selling forward work, capability and reputation. Selling one in Queensland means all of that plus a question that shapes the entire transaction: how does the buyer trade legally on day one?
The QBCC licensing framework is what makes this state different. In broad terms, a licensed company relies on an appropriately licensed nominee, licences attach to people as much as to entities, and the business must sit within the minimum financial requirements that govern net assets and liquidity for its licence category. Every one of those threads runs straight through a sale. Whether the deal is structured as a share sale or an asset sale changes what happens to the licence. Who the nominee will be after settlement, and whether you bridge that role during a transition, changes what buyers can even bid. And how the deal is structured can affect the financial requirements position on both sides of the table.
None of this should scare you. Handled early, the licence question becomes a moat that protects your value, because the pool of people who can simply walk in and replicate what you have is small, and buyers know it. Handled late, it becomes the thing that stalls your deal for months while lawyers untangle what should have been mapped from the start. The single most valuable thing a Queensland construction seller can do is put licensing strategy at the front of the preparation window, not the end, with a broker who understands it and advisers who can execute it.
What actually happens to the QBCC licence in a share sale and in an asset sale
A QBCC contractor licence attaches to a legal entity, not to a business name and not to a reputation. The Queensland Building and Construction Commission Act 1991 provides for grant, conditions, renewal, suspension, cancellation, surrender and restoration. It contains no transfer or assignment provision, so there is no licence to hand over at settlement.
In a share sale the licence stays with the company, because the legal entity does not change. What changes is control, and QBCC has three responses to that. The company must notify QBCC within 14 days of a nominee ceasing to act and replace the nominee within 28 days. Director and shareholder changes are a significant change to business under section 11F of the Minimum Financial Requirements Regulation 2018, requiring an MFR report or declaration as soon as practicable. Director and nominee changes must be notified to QBCC within 14 days.
In an asset sale nothing in the licence travels with the plant, the contracts or the staff. The buyer’s own entity must already hold a contractor licence of the correct class before it contracts for or carries out building work. That entity must independently satisfy net tangible assets, current ratio and maximum revenue, and must appoint its own nominee. Business Queensland puts the general position plainly: an asset buyer acquires nominated assets only and must get their own ABN to operate under.
Deal sequencing follows from that. If the buyer is unlicensed, the transaction is either a share sale or a deal that waits on a licence application. If the buyer is licensed but sits in a lower category, maximum revenue has to be increased before the acquired revenue arrives, not after it. Only a contractor licence carries contracting capacity, so a nominee supervisor or site supervisor licence has no standalone commercial value in a sale.
One piece of housekeeping bites after settlement. From February 2026 email is QBCC’s preferred way of issuing notices and important correspondence. A licensee must update its email address within 14 days, with penalties up to 10 penalty units. A stale email address on the licence record after a sale means show cause notices arrive in an inbox nobody reads.
Shares in a private company are a financial product under the Corporations Act 2001. 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.
Where a sale is structured as a share sale, the share transfer itself is handled by your solicitor and your accountant. This page explains why the structure matters to your licence, your accreditation or your registration. It does not tell you which structure to choose.
This explains how the rules generally work on a business sale. It is not advice about your situation, and nothing here should be acted on without your accountant running your actual numbers.
Tony Pope is not a registered tax agent and does not give tax advice. Deal structure changes what you keep, sometimes by more than the negotiation does, so get that advice before you sign anything.
Tony Pope is a licensed business broker, not a solicitor. This explains how these rules and clauses usually work so you can have a better conversation with your lawyer.
Your contract should be drafted and reviewed by a solicitor. Where anything on this page differs from an official source or from your own legal advice, that source and that advice are right.
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