Sector guide · OH&S consultancy & training
Accreditation is the asset
If you operate as a registered training organisation, the registration and the scope of registration are what a buyer is really acquiring. Here is how each one transfers.
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If you operate as a registered training organisation, your RTO registration and scope of registration are the single most valuable thing being sold, and they are also the most fragile. Registration does not simply transfer with a handshake.
Depending on structure, a sale may need to be a share sale to preserve the registration, or the buyer may need to satisfy the regulator independently. Change of ownership triggers notification obligations and can trigger review. Your audit history matters enormously, because a clean record is an asset and a history of rectification requirements is a liability a buyer will price in. Establish the transfer path with your advisers before you go anywhere near a market.
What a buyer asks for before they price a safety consultancy
| What a buyer asks for | What it has to show |
|---|---|
| Scope of registration and audit history | What the registration or accreditation actually covers, when it was last audited, and evidence every finding was closed out. |
| Revenue split, recurring against project | Retainers and scheduled programs separated from one-off project, incident and investigation work. |
| Client schedule by revenue and industry | Concentration across the top five clients, and exposure to a single industry, a single site or a single principal contractor. |
| Trainer and assessor register | Who holds which qualification, who is employed and who is contracted, and who is authorised to sign off. |
| Course material and IP ownership | What was authored in house, what is licensed in from someone else, and what actually transfers with the business. |
| Billable work by consultant | How much of the delivered work carries your name, and how much of it a buyer would have to replace on day one. |
The first two lines carry the most weight. Registration scope with a clean audit history, and revenue that recurs, are what separate a consultancy from a well paid job.
What actually happens to RTO registration in a share sale and in an asset sale
RTO registration is granted to a legal entity and cannot be moved to a different legal entity. ASQA states it in one line: providers cannot transfer their registration from one legal entity type to another. There is no ASQA process to novate, assign or hand over registration at settlement. This single fact decides the structure of the whole transaction.
In a share sale the legal entity is retained. The registered company keeps its ABN, its ACN, its RTO ID and its scope of registration, and only the shareholders change. ASQA confirms the position directly: where a change of company shareholdings occurs, but the ABN and ACN of the entity registered with ASQA does not change, the provider may continue. Delivery continues, students continue, and certification continues. The change of ownership still has to be notified, and the notification obligations are set out below.
In an asset sale a different legal entity acquires the business. ASQA treats a transfer of all assets to another entity as triggering a change to ACN, ABN or legal entity status. The selling RTO must withdraw its registration by submitting an Application to withdraw RTO and/or CRICOS registration. The new legal entity needs to submit an Application for initial registration for the RTO. That entity then applies separately for each training product it wants on scope, under Part 2 Division 2 of the National Vocational Education and Training Regulator Act 2011.
Mergers follow the same rule. Where two existing RTOs merge to form a new legal entity with a different ABN to the existing RTOs, their RTO or CRICOS registration cannot transfer to the new legal entity.
The plain statement for a seller is this. Registration cannot move between legal entities. If the registration is a material part of what you are selling, the transaction has to be a share sale of the registered entity. A unit transfer works where the same trustee entity is retained. An asset sale of an RTO sells the equipment, the course material, the client list and the brand, and destroys the registration on the way through. The usual default for an Australian small business sale is an asset sale, chosen for tax and liability reasons. Here the regulator picks the structure, not the tax outcome. Confirm the tax and liability consequences of a share sale with your accountant and solicitor before you commit to it in writing.
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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