Sector guide · Transport & logistics
What buyers pull apart first in a transport sale
Transport buyers are mostly trade buyers growing their lanes, larger operators buying capacity, and investors backing a manager. They ask it in.
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Transport buyers are mostly trade buyers growing their lanes, larger operators buying capacity, and investors backing a manager. They ask it in different orders and they all arrive at the same short list of numbers. Know these numbers cold before they ask.
The due diligence dashboard
| What a buyer asks for | What it has to show |
|---|---|
| Contracted versus spot revenue | The line a buyer prices hardest in this sector. Freight under written contract with tenure, rate reviews and fuel levy mechanisms is worth a multiple of the same revenue won load by load off the spot market. |
| Customer concentration across three years | One customer at 60 per cent of revenue makes your business an extension of theirs, and both the buyer and their financier will price that risk first. |
| Margin by lane, run or customer | Not one blended number. Buyers want to see which work actually makes money after fuel, wages, maintenance and tolls, and they will find the loss making runs you have been carrying for loyalty. |
| The driver roster | Headcount, licence classes, tenure, churn and the split between employed drivers and subcontractors. In this market a stable roster is the scarcest asset in the deal, and buyers know it. |
| The fleet register, in full | Every prime mover, rigid and trailer with age, kilometres, maintenance history, finance status and realistic market value. Age profile and replacement cycle matter as much as the list itself. |
| Accreditation and compliance | NHVAS modules held, chain of responsibility systems, fatigue management, incident history and insurance claims record. This is trust a buyer inherits, or risk they price. |
| Utilisation and backloading | Loaded kilometres against total kilometres. Empty running is margin leaking out the exhaust, and a business that has solved backloading on its main lanes has something real to sell. |
| The depot position | Owned or leased, lease tenure and terms, and whether the location actually serves the freight task. A depot on a short lease in the path of rezoning is a problem to solve before market, not during it. |
A buyer works down this list with their accountant and their financier. Every line you cannot evidence gets priced as a risk rather than left as a question.
The primary duty, executive due diligence, and what a buyer is actually pricing
Chain of Responsibility spreads legal responsibility for heavy vehicle safety across ten parties, not just the driver behind the wheel. The parties named by the National Heavy Vehicle Regulator are employer, prime contractor, operator, scheduler, consignor, consignee, packer, loading manager, loader and unloader. Each of those is a function rather than a job title, so a single Queensland transport business commonly occupies four or five of them at once. A business that runs its own fleet, loads its own trailers, plans its own runs and takes freight from a customer is employer, operator, scheduler, loading manager and loader in the same movement.
The primary duty is the centre of the regime. Cited as section 26C in NHVR guidance, it requires each party to ensure the safety of transport activities so far as is reasonably practicable. Expanded, parties must ensure so far as is reasonably practicable that their heavy vehicle activities eliminate or minimise public risks. Those activities must not cause or encourage a driver of a heavy vehicle or another person to break the law. The duty is not discharged by pointing at a driver who exceeded a mass limit or a work hours limit.
Executive due diligence is the provision that follows the individual. Cited as section 26D, it sets five requirements for an executive of a legal entity. The executive must gain and maintain knowledge about the safe conduct of transport activities. The executive must understand the hazards and risks associated with those activities. The executive must ensure the entity has appropriate resources to eliminate or minimise those risks. The executive must also ensure the entity has and uses processes to respond in a timely way to information about hazards and risks, and must verify that those resources and processes are provided, used, implemented and effective. The penalty for a contravention of the executive duty by an individual equals the corresponding primary duty penalty for the category of breach involved.
The maximum penalties are set out in the NHVR schedule for 1 August 2026 to 30 June 2027. A Category 1 offence, cited as section 26F, carries a maximum of $436,850 for an individual, or 5 years imprisonment, or both, and $4,230,550 for a corporation. A Category 2 offence, cited as section 26G, carries $212,090 for an individual and $2,120,880 for a corporation. A Category 3 offence, cited as section 26H, carries $70,580 for an individual and $705,820 for a corporation. Infringement notice amounts are set at 10 per cent of the maximum court imposable penalty.
Those figures move on a fixed cycle, so date them whenever you quote them. Penalties are indexed annually on 1 July using Australian Bureau of Statistics figures. As at 1 July 2025 the Category 1 maximum was more than $424,794 for an individual, or 5 years imprisonment, or both, and more than $4,113,837 for a corporation. A page or a contract that quotes a penalty without a date is quoting a figure that has already changed.
A fourth provision reaches into your commercial terms. Cited as section 26E, it makes it an offence to ask, direct or require a driver, either directly or indirectly, to do something the person knows or ought reasonably to know would cause the driver to speed or drive fatigued. It is equally an offence to enter into a contract with that effect. The NHVR expressly names payment structures using per-kilometre rates that incentivise excessive speed, and penalty clauses for late arrivals, as examples. The NHVR states that courts may impose fines exceeding $13,000 on individuals for that provision.
Here is why this matters to the price of your business rather than only to your compliance file. In a share sale the buyer takes the entity with its regulatory history inside it, so unresolved exposure moves across with the shares. In an asset sale the exposure for past conduct stays with the seller entity and the individuals who were executives at the time, because the executive duty is personal. Either way the conduct that occurred before completion has to be allocated in the deal documents, and a buyer that is not offered a clear answer will assume the worst and price accordingly.
What reduces the discount is evidence, produced early. A documented Safety Management System, current mass and maintenance records, three years of readable work diary and electronic work diary data, an incident register, and customer and subcontractor contracts that survive a reading against section 26E. The NHVR also maintains a 2026 Master Code, described as an authoritative source of information concerning safety in heavy vehicle transport, within its industry codes of practice framework, and buyers increasingly benchmark a target against it. Whether that Master Code is a registered industry code of practice under the HVNL, and its effective date, could not be confirmed in the research behind this page. Treat it as a benchmark rather than as a legal obligation until you confirm its status.
Section numbering on this page comes from NHVR guidance and the NHVR penalty schedule rather than from the consolidated Act. The numbering is internally consistent across NHVR sources, but it has not been read against the Queensland reprint effective 1 August 2026. Have your solicitor confirm the current section numbers before you rely on them in a contract.
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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