More questions consultancy and RTO owners ask

Sell the shares if the registration carries value. ASQA states that providers cannot transfer their registration from one legal entity type to another, so an asset sale to a different entity ends the registration rather than moving it.

In a share sale the registered entity keeps its ABN, ACN, RTO ID and scope of registration. ASQA confirms that 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. The change still has to be notified.

The usual default for an Australian small business sale is an asset sale, chosen for tax and liability reasons. For a registered training organisation that default destroys the primary asset. Structure is decided by the registration first and by tax second. Get your accountant and your solicitor across the structure before a heads of agreement is signed.

Before completion. Section 16(3)(a) of the Compliance Standards Instrument 2025 is explicit. An RTO must notify the National VET Regulator of any prospective changes to ownership as soon as practicable before the change takes effect.

ASQA puts the operational position in one line. Notify ASQA of a change of ownership as soon as practicable before the change takes effect, or within 10 business days after the event. A CRICOS provider is stricter again and must notify before the change takes effect.

Notification is lodged on a Notification of material change or event form in asqanet, under the ownership change or legal entity change category. A settlement timetable that treats ASQA as post-completion administration is out of step with the instrument.

Notification is a condition of registration under section 25 of the National Vocational Education and Training Regulator Act 2011. Breaching a condition of registration engages ASQA’s administrative sanction powers under Part 2 Division 3 of that Act.

ASQA’s Statement of Regulatory Expectations, Version 1.0 dated 6 May 2026, puts it directly. Delayed notification is inconsistent with those expectations and undermines regulatory confidence, particularly where a matter has been known, emerging or developing over time. ASQA states that this may result in regulatory action. The Fit and Proper Person Requirements rely on timely and accurate disclosure and operate as a continuing obligation.

ASQA’s change of ownership fact sheet adds that if non-compliance is found during a compliance audit, proportionate regulatory action will be taken. In deal terms, a late or missing notification is a diligence finding, and a buyer either prices it or walks.

No. ASQA aggregates over a rolling 12 month period. If you, your parent company or your ultimate ownership changes 50 per cent or more of shareholdings in that period, ASQA requires the Self-Assessment Tool for Change of Ownership.

That rolling test catches earn-outs, vendor finance structures and staged exits designed to keep each tranche small. The aggregation is by ownership over time, not by transaction.

The lower trigger applies to every step anyway. ASQA requires notification if 15 per cent or more of the shareholding of your company changes. A Fit and Proper Person Declaration is required for all governing persons, and for anyone who owns 15 per cent or more of the organisation.

ASQA applies increased scrutiny during the following 12 months and may conduct a compliance audit. Where the change to company shareholding is significant, being 50 per cent or more, ASQA requires a Financial Viability Risk Assessment Tool and a Self-Assessment Tool for Change of Ownership.

Fit and Proper Person Declarations are required for all governing persons, including any person owning 15 per cent or more. Change of ownership obligations of this kind have applied to changes recorded in ASIC records on or after 31 October 2019.

Twelve months of heightened regulatory attention is a real post-completion cost. It belongs in the buyer’s model and in your warranty negotiation, because a buyer will want protection for pre-completion compliance that an audit later uncovers.

Every governing person, and any person who owns 15 per cent or more of the organisation. A governing person is any person responsible for overseeing, directing, or exercising control or influence over the management or operation of the RTO, including executive officers and high managerial agents.

Schedule 1 of the Compliance Standards Instrument 2025 sets the test. The regulator considers compliance with law, management history, financial record, provision of information and previous conduct. The regulator also considers whether the public is unlikely to have confidence in the person’s suitability.

This is why the quality of your buyer is your problem in a share sale. The buyer’s history is imported into the registered entity you are selling. If an incoming governing person or a 15 per cent shareholder fails the test, the registration is in question after you have signed. Screen the buyer before you accept an offer.

No. Scope attaches to the registered entity, not to the shareholders, so a share sale leaves it untouched. Scope of registration is defined in the National Vocational Education and Training Regulator Act 2011 as the things that an NVR registered training organisation is registered to do.

Scope is published on the National Register at training.gov.au. The Department of Employment and Workplace Relations describes that register as the source of truth for nationally recognised training and RTO data. A buyer reads that page before they read your financials.

On an asset sale scope does not transfer at all, because registration does not transfer. The acquiring entity applies for initial registration and then applies separately for each training product it wants on scope, under Part 2 Division 2 of the Act, sections 32 to 34.

Time and certainty of scope. An application for initial registration is decided by ASQA on its merits. Every training product added to scope is a separate application under Part 2 Division 2 of the National Vocational Education and Training Regulator Act 2011.

A share sale delivers an entity that already holds scope, an RTO ID published on training.gov.au, delivery history, student records and, where it applies, government funding arrangements. None of that is available through a fresh application on day one.

The same share sale also delivers the entity’s history, including any compliance findings and the 30 year records obligation. That is why buyers pay for clean trainer files, complete validation records and a clean notification history, and discount hard where those are missing.

Currency evidence, more than credentials. A credential is static and easy to verify. Industry currency decays continuously. A buyer tests whether every person delivering on scope has verified credentials and current industry evidence on file at the completion date, not at the last audit date.

ASQA’s practice guide is systems based rather than prescriptive about document types. An RTO must demonstrate how it authenticates and retains evidence of the credentials of those undertaking training and assessment, including the credentials held by assessors. The RTO must also demonstrate its system for reviewing trainer and assessor performance and industry currency.

Outcome Standard 3.3 requires industry competencies, skills and knowledge relevant to, and at least to the level of, the training product. Rebuilding the files before you go to market is the cheapest value protection available on an RTO sale, because a buyer discounts what cannot be verified.

No. The Credential Policy accepts TAE40122 or its successor, TAE40116 and TAE40110. The policy also accepts a diploma or higher-level qualification in adult education or vocational education and training, or a secondary teaching qualification plus specified assessor skill sets.

TAE40122 Certificate IV in Training and Assessment, Release 1 dated 11 September 2024, supersedes and is equivalent to TAE40116. For assessment-only roles the Credential Policy also accepts TAESS00019 Assessor Skill Set or its successor, and TAESS00001 Assessor Skill Set.

A person working towards a credential may deliver training under direction but cannot make assessment judgements. That person must be enrolled in and have commenced training, and must demonstrate satisfactory progress to enable the credential to be completed within two years. A buyer will count how many of your deliverers sit in that category.

On a share sale the records do not move, because the entity holding them does not change. Section 10(b) of the Compliance Standards Instrument 2025 requires an RTO to retain records of all AQF certification documentation issued to VET students for a period of thirty years.

Three related obligations sit alongside it. Records of all assessments submitted by a student must be kept for 2 years after the student has completed. Students, including those previously enrolled, must be able to access copies of their AQF certification documentation. On request from the National VET Regulator, the RTO must provide a report of all AQF qualifications and statements of attainment it has issued.

On an asset sale the seller entity withdraws registration and keeps the closure obligations, including handing student enrolment records to ASQA. You cannot pass the archive to a buyer and walk away. At thirty years, this is the longest-tailed obligation in the transaction.

Stop trading as an RTO immediately, then meet three deadlines. On closure the RTO must immediately cease to advertise and operate as an RTO, and remove all references to its registration, its RTO ID and the NRT logo.

Within 10 days, return the certificate of registration to ASQA’s Closures team, or email a digital copy to registration@asqa.gov.au. Within 30 days, submit student enrolment records to ASQA using ASQA’s Student Records Template Spreadsheet, one row per enrolment, covering all students across the whole registration period.

Within 30 days of the closure status appearing on training.gov.au, amend your AVETMISS data to reflect Outcome 41, incomplete due to RTO closure, and submit it to NCVER. Closure is work with no proceeds attached, so price it against a share sale before you decide which way to go.

No. There is no licence, registration or accreditation required to practise as a work health and safety consultant or adviser in Queensland. The Queensland Government list of work health and safety licences contains no consultant or adviser category.

The business licences on that list cover asbestos removal and demolition. The individual licences cover cranes and hoists, forklift operation, reach stackers, rigging and dogging, scaffolding, pressure equipment, construction, asbestos assessing and high risk work licence assessing.

For a sale that cuts both ways. A consultancy can be sold as an asset sale or a share sale with no regulatory transfer problem, which is the opposite of the RTO position. It also has no licensing moat, so the value sits in contracts, reputation and people rather than in a barrier to entry.

Not automatically. Performance Standard 3C of the Skills Assure Supplier framework is explicit. Any proposed changes to control of the RTO entity awarded SAS status must be approved in writing by the department before they happen.

Appendix 2 applies the same requirement to any RTO not listed on the ASX. That includes notifying and obtaining the consent in writing of the department prior to any anticipated change of ownership or change in control. Late notice may be a significant breach of the SAS Agreement, and the department may have the right to terminate.

So a share sale that preserves ASQA registration can still destroy funded revenue if the department is not approached first. One caution on the paperwork. The policy quoted here is the Skills Assure Supplier Policy 2021-24, Version 1.2, effective 1 July 2023. The department’s framework page refers to a 2025-28 policy, so confirm the current version and its clause numbering before relying on it.

The revenue stops. Workplace Health and Safety Queensland accredits high risk work assessors personally, not through the RTO. Each assessor must then be aligned to a specific RTO by lodging a Form 91 notification of alignment.

Accreditation requires a current high risk work licence in the relevant class, and VET assessor qualifications or competencies or equivalent for new applications. Accreditation also requires a minimum of two years relevant industry and operational experience per class, and at least 35 hours of operational experience within the previous two years. Accreditation runs for a three year period.

The RTO side has its own conditions. The RTO must hold the relevant classes on its scope of registration, meet the VET framework requirements for staff, facilities, equipment and training materials, and issue the statement of attainment. High risk work revenue therefore has a double dependency, on the entity’s scope and on named individuals. Retention terms and re-lodged Form 91 alignments belong in the contract, not in the week after settlement.

Yes, and the two halves often need two different structures. The consultancy has no licence to preserve, so it can move by asset sale. RTO registration cannot move between legal entities, so preserving it means a share sale of the registered entity.

Splitting the business means untangling shared staff, shared systems, shared client contracts and one brand. It also means deciding who keeps the trainer files, the student records and the thirty year retention obligation, which stays inside the registered entity whatever the two parties agree between themselves.

Where the same clients buy both advice and training, each half is worth less standing alone than it is inside the pair. Model both routes before you go to market, and have your accountant confirm the tax treatment of each structure.

Ask your certification body early, because the answer is not a rule you can look up. A certificate is issued to a named client organisation against a defined scope. A share sale leaves the certificate holder unchanged. A sale of assets to a different entity does not carry the certificate across on its own.

ISO does not certify. Certification is performed by external certification bodies, and in Australia and New Zealand the accreditation body for management system certification bodies is JAS-ANZ. Accredited bodies and certified organisations are searchable on the JAS-ANZ register. AS/NZS ISO 45001:2018 was published on 17 October 2018 and superseded AS/NZS 4801:2001, which remains a current Australian Standard cited in a range of legislation across Australia.

Be careful with the word transfer. IAF MD 2:2023 defines transfer of certification as the recognition of an existing and valid management system certification granted by one accredited certification body by another accredited certification body. IAF MD 2:2023 is about moving between certification bodies, not about a change of ownership of the certified organisation. Treat the position on a sale as a question for your certification body rather than a settled rule.

Yes. Section 14 of the Work Health and Safety Act 2011 (Qld) states that a duty cannot be transferred to another person. Selling the consultancy does not move the advice you already gave, and your cover for that advice follows your insurance policy rather than the sale contract.

WorkSafe Queensland is blunt with the clients who engage consultants. Legal duties and responsibilities cannot be transferred or delegated to a consultant. If a PCBU is found to be in breach of their duties, it is not a defence to have relied on the advice or recommendations of a consultant. The same guidance tells clients to check the level and type of insurance held by the consultant.

Run-off cover for past advice is therefore a live deal item, alongside the warranty and indemnity schedule. The Queensland penalty scale gives the exposure its shape. A category 1 offence under section 31 carries up to 6,000 penalty units or 5 years imprisonment for an individual, and 30,000 penalty units for a body corporate. Industrial manslaughter under section 34C carries up to 20 years imprisonment for an individual and 100,000 penalty units for a body corporate.

Not automatically, and this is the single most important question to resolve before going to market. Depending on how the business is structured, the sale may need to be a share sale to preserve the registration, or the buyer may need to satisfy the regulator independently before settlement. A change of ownership triggers notification obligations and can trigger review. Work the transfer path through with your advisers first, because it determines who can realistically buy the business at all.

Recurring revenue, above everything else. Retained advisory arrangements, scheduled refresher training cycles and ongoing system maintenance transfer to a buyer and are valued at a multiple of what the same revenue earns when it is delivered as one off project work. Converting even part of your work to a retained or scheduled basis before you go to market is the highest return preparation available in this sector.

Considerably, and it is common in this sector because consultancies often grow on the back of a few substantial clients in one industry. Buyers assess how long the relationships have run, whether they sit at organisational level or with you personally, whether service agreements exist, and what happens if that industry turns down. Concentration is not a dealbreaker, but it has to be presented with the mitigating detail rather than discovered.

That is the central problem in selling this type of business, and it is fixable with lead time. If clients engage you personally rather than the firm, a buyer is acquiring something that leaves at settlement. Building a second layer of credentialled capability, moving client relationships onto a firm footing, and being able to demonstrate twelve months of delivery without you in the room is what turns a practice into a saleable business.

Yes, and it is routinely undervalued. Training resources, assessment tools, safety management system templates and e-learning content are transferable intellectual property. Documented, version controlled and mapped to current units of competency, that material is a real part of what a buyer acquires. Scattered across personal drives in undated files, it is worth close to nothing and it signals that the rest of the operation may be run the same way.