Sector guide · E-commerce & retail
Selling an e-commerce business
An online retail business sells as a share sale or an asset sale, and the difference decides what actually moves.
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How do you sell an e-commerce business in Australia?
An online retail business sells as a share sale or an asset sale, and the difference decides what actually moves. A .com.au domain is licensed, not owned, and auDA Rule 2.13.4 requires the change of registrant to be requested within 28 calendar days of the contract. Trade marks pass by signed assignment and are recorded with IP Australia. The Privacy Act 1988 (Cth) and the OAIC govern what customer data you can hand over.
- E-commerce buyers verify everything at source, so financials that reconcile to your platform and gateway reports are non negotiable.
- Repeat purchase revenue, diversified traffic and an operation that runs without the owner are what earn a premium.
- Concentration above roughly 70 per cent in any single paid channel gets priced as fragility.
- Owned channels such as email and SMS driving 20 to 30 per cent of revenue signal a real customer asset rather than a rented audience.
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
Competitors buying category share and supplier terms, operators putting a second brand through warehouse and third party logistics capacity they already pay for, and private buyers leaving salaried roles. Where revenue sits on a marketplace account, buyers push toward buying the company rather than the assets, because the account cannot be assigned.
No occupational licence is required to sell online in Australia. What is licensed is the .com.au domain name. auDA Rule 2.3.3 states that a licence confers no proprietary rights in a domain name, and registrants do not legally own the name. Mandatory product safety standards bind you as a supplier regardless of turnover.
The .com.au domain licence moves by change of registrant, and auDA Rule 2.13.4 requires the request within 28 calendar days of the contract. Trade marks move by signed assignment, then get recorded with IP Australia. Your ABN does not transfer at all, and the buyer applies for a new one.
The reconciliation chain, tying storefront gross sales to gateway settlement reports net of fees, chargebacks and refunds, then to bank deposits, then to the G1 and 1A figures on lodged activity statements. After that, marketplace concentration, because a seller account is a permission that can be suspended.
Six to nine months from appraisal to settlement is a reasonable planning range. Longer where a platform or gateway consent has to be sought, where the buyer needs new payment underwriting, or where a product licence or permit is involved. business.gov.au warns that licence and permit transfers can take up to 12 months.
Repeat purchase behaviour measured by cohort, contribution margin after platform commission, payment fees and outbound shipping, and how concentrated revenue is across a single channel, a single supplier or a single product. Stock is usually negotiated separately, with dead stock valued apart from saleable stock.
A screenshot is not evidence. A reconciliation is.
Platform reporting, payment gateway settlements, the bank and the tax returns have to agree. When they do, due diligence takes weeks. When they do not, the buyer stops trusting the rest of the file, and the discount they apply is never proportionate to the discrepancy.
A broker who understands how online businesses actually run
Before broking, I was involved in building and scaling a retail business across online and bricks and mortar channels, which was later sold, and held a General Manager role with a national e-commerce retailer of custom window furnishings. That background means the questions I ask about your business come from understanding how one is actually run.
That matters when your business goes to market, because I can speak to buyers about your contribution margins, your cohort behaviour and your channel mix in their own language, and defend your price with substance. The approach goes directly to the buyers who want what you built: strategic acquirers in your category, operators consolidating brands, and investors who understand online margins. None of them are shown a thing until they have proved they can pay for it.
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.
You are reading this oneE-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.
Construction & 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 what he actually ran online
Tony Pope holds Queensland Office of Fair Trading licence 4963575 and is a member of the Australian Institute of Business Brokers. He has run online retail from the operator’s side rather than from a spreadsheet. He co-founded an online and store retail business with his wife. They owned it, built it from a home based startup into a multi million dollar operation. He built the barcode driven SKU system and the automated pick and pack behind it, which is the difference between a stock figure you can settle on and a stock figure you argue about. He also orchestrated the acquisition and integration of a major competitor, so he has sat on the buyer’s side of a deal in this sector and done the integration afterwards. Two years followed as general manager of a global made to measure window furnishings retailer running a direct to consumer digital model, with 20 per cent year on year revenue growth. Then a year as a consultant building AI enabled multi language e-commerce sites and landing pages.
That background shapes what this page covers. Domain licences, marketplace account assignability, gateway consent, consent wording on the list and the reconciliation from storefront to settlement to activity statement are the items that decide whether an online sale completes on the terms agreed. Every figure and every rule on this page is traced to a primary source: the auDA Rules, IP Australia, ASIC, the OAIC, the ACMA, the ACCC, Product Safety Australia or the ATO. The sources are listed above so you can check them yourself. Where something could not be verified against a primary source, this page says so in the text rather than filling the gap, which is why you will find plain notes about the ACMA’s silence on sale of business and about the GST Act section number.
Questions people ask
3 of the 24 answered in full on the questions page for this topic.
Does my domain name transfer with the business?
Yes, but not automatically, and there is a 28 day clock that contracts often fail to mention. auDA Rule 2.13.4 requires a registrant to request the transfer of the licence within 28 calendar days from the date the contract for that transfer is entered into, unless the contract specifies otherwise.
Can the buyer keep my com.au domain if they are a different company?
Only if the buyer independently satisfies the eligibility rules. auDA Rule 2.4.1 requires the applicant to have an Australian Presence and to meet the namespace eligibility criteria. A com.au licence does not travel with the goodwill on its own.
What happens to my trade marks when I sell?
Trade mark ownership passes under the signed assignment agreement between you and the buyer, not by anything done at the register. IP Australia expressly warns against thinking that recording the assignment on the trade marks register enacts the transfer of ownership. Recording documents a transfer that has already occurred.
More questions online sellers 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 an online business 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 mechanism by which a .com.au domain name licence passes to a new holder on a business sale. auDA Rule 2.13.1 permits the transfer on five conditions. The current registrant is eligible at the date of transfer, the incoming person meets the Australian Presence and namespace eligibility rules, the request is in writing to the registrar, the licence is not subject to a complaint, dispute or court proceeding, and the term has not expired. Rule 2.13.4 requires the request within 28 calendar days of the contract unless the contract says otherwise.
Moving a .com.au domain name from one provider to another using the EPP authInfo code. auDA states that this can take up to three days and that there is no fee for any transfer of a .com.au domain name licence between registrars. A change of registrar is not a sale. Selling the business requires a change of registrant.
A supply that is GST free where the sale is for payment, the purchaser is registered or required to be registered for GST, and the purchaser and seller have agreed in writing that the sale is of a going concern. The ATO also requires that the sale includes everything necessary for the continued operation of the business and that the business is carried on by you until the day of sale. The governing ruling is GSTR 2002/5.
A breach that triggers notification under the Notifiable Data Breaches scheme. Section 26WE(2) of the Privacy Act 1988 (Cth) requires unauthorised access to, unauthorised disclosure of, or loss of personal information the entity holds. The breach must be likely to result in serious harm to one or more individuals, and under section 26WF the entity must not have prevented that likely risk through remedial action.
Gross merchandise value is the total value of goods transacted through the storefront before deductions. Revenue is what the business recognises after returns, refunds, discounts and, on a marketplace, after commission. For a third party seller the two figures sit close together. For a marketplace or heavy dropship model they can differ by an order of magnitude, which is why a headline quoted as gross merchandise value overstates the business.
Revenue less all variable costs attributable to the sale, expressed per unit or per order. In online retail those costs typically include cost of goods, inbound freight allocation, payment processing fees, marketplace or platform commission, pick and pack, outbound shipping, and expected returns and chargebacks. It is not gross profit. business.gov.au defines gross profit as the difference between sales and the direct cost of making the sales, which deducts cost of goods sold only.
Total acquisition spend in a period divided by new customers acquired in that period. Blended acquisition cost uses all marketing spend and all new customers. Paid acquisition cost uses only paid channel spend and only paid attributed customers. The two figures differ materially, and a seller quoting the flattering one without saying which is a diligence flag.
The cumulative contribution margin, not revenue, expected from a customer over a defined horizon. Lifetime value quoted on revenue rather than contribution margin overstates the business. Lifetime value quoted with no horizon attached is not a number a buyer can use.
The proportion of revenue derived from a single third party marketplace. High concentration attracts a valuation discount, because the seller account is a contractual permission rather than an asset. The Amazon Services Business Solutions Agreement bars assignment without prior written consent, and the eBay.com.au User Agreement bars transfer of the account, including feedback, without consent.
First party means the retailer sells its stock to the platform, which then resells to the consumer as the seller of record. Third party means the retailer remains the seller of record and the platform provides the marketplace. The distinction decides who carries consumer guarantee obligations, because the ACCC states that consumer guarantee rights apply to the seller you buy from, not the platform itself.
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