More questions online sellers ask

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.

The thing being transferred is a licence, not property. auDA Rule 2.3.3 states that a licence confers no proprietary rights in a domain name, and that registrants hold a licence to use the domain name system with a unique identifier for a specified period rather than legally owning the name. The buyer must enter a new licence agreement, meet all registrant requirements including Australian Presence, and pay the licence fee. auDA states that any full years remaining on the licence transfer to the new registrant, up to a maximum licence period of five years.

Two mechanical points decide whether this goes smoothly. Rule 2.13.1 requires that the licence not be subject to a complaint, dispute resolution process or court proceeding at the time of transfer, so clear any dispute before you exchange. Rule 2.13.3 then requires the registrar to transfer the licence within two calendar days once eligibility is determined, so the delay in practice is the paperwork, not the registry.

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.

For com.au and net.au, Rule 2.4.4 requires the applicant to be a commercial entity. The domain must then be one of four things. A match or acronym of the person’s company, business or personal name. A match of an Australian trade mark. A match or acronym of a related Australian body corporate name. Or a match or synonym of goods sold, services provided, events registered or premises operated. Where the buyer relies on a trade mark, Rule 2.4.5 requires the domain to be an exact match to the words that are the subject matter of that trade mark, excluding domain name system identifiers, punctuation, articles and ampersands.

This is where the domain and the trade mark have to be handled as one item. If your com.au eligibility rests on an Australian trade mark and you assign the trade mark without transferring the domain licence, or transfer the domain without assigning the mark, the buyer can end up holding a domain with no eligibility basis. Deal with both in the same completion checklist.

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.

The recording is still done, and it is done through IP Australia’s online services using the approved change of ownership request form. The supporting evidence must include the assignment date, details of both parties including names, addresses and the ACN or ABN for Australian companies, the trade mark number or numbers, a clear statement of the transfer agreement, and signatures from authorised representatives of each party.

Check whether you are assigning fully or partially. A full assignment transfers all goods and services. A partial assignment transfers only specified goods or services, which IP Australia notes results in multiple trade marks with the same representation but different owners. That is a live risk in online retail, where one brand often spans several classes and the seller intends to keep a class for another venture.

Your ABN does not transfer. business.gov.au states plainly that you cannot transfer an ABN and the new business owner will have their own. Your business name does transfer, but it runs on ASIC’s clock rather than your contract’s.

Cancelling an ABN has downstream effects that catch sellers at the wrong moment. business.gov.au states that cancelling an ABN also cancels registrations for GST, luxury car tax, wine equalisation tax and fuel tax credits. If you are still trading through to the day of sale, which the going concern conditions require, do not cancel early.

The business name transfer has three separate deadlines. You submit the transfer through ASIC Connect and receive a transfer number, formatted as the number 1, a hyphen, then 11 digits. ASIC cancels your registration within 28 days of the transfer being submitted. The transfer number is valid for 4 months and 28 days from the date of the transfer application, after which the business name becomes available to others. Renewal periods are not carried over to the new registration, and you do not get a refund of fees for the remaining registration period.

Not as of right. All three published agreements require consent, and only Stripe publishes an express exception for a sale of the business. Plan on the buyer opening new accounts and going through onboarding, underwriting and know your customer checks from scratch.

Stripe’s Services Agreement at section 11.10 states that a user may not assign or transfer any of its rights or obligations without Stripe’s prior consent, which will not be unreasonably withheld or delayed. It then allows assignment in its entirety to a successor resulting from a merger, acquisition, or sale of all or substantially all of the user’s assets or voting securities. That exception is conditional on prompt written notice to Stripe and on the assignee agreeing in writing to assume all obligations. PayPal’s Australian user agreement states that you may not transfer or assign any rights or obligations without PayPal’s prior written consent, with no equivalent exception, while PayPal may transfer or assign the agreement at any time. Shopify’s Terms of Service at section 16.6 states that you have no right to assign or otherwise transfer the terms or any of your rights or obligations to any third party without Shopify’s prior written consent.

The commercial consequence is worth pricing before you go to market. Assume the processing history and any negotiated rates do not follow the business. A buyer who has to re-establish processing history may face rolling reserves or higher rates in the early months, and that cost lands in their offer.

Where the seller account carries the revenue, that question is usually decided for you. Neither Amazon nor eBay grants a right to assign a seller account to a third party buyer, so the practical way to preserve the account and its trading history is to sell the entity that holds it.

The published clauses are clear. The Amazon Services Business Solutions Agreement at section 18.2 states that you may not assign the agreement, by operation of law or otherwise, without Amazon’s prior written consent. The one carve out is an assignment to your own affiliates on notice, with you remaining liable for obligations that arose before the effective date. That is an affiliate carve out, not a third party sale carve out. The eBay.com.au User Agreement at clause 3 lists among prohibited conduct transferring your eBay account, including feedback, and username to another party without eBay’s consent.

A share sale solves the account problem and creates a different one. Buying the company means buying its full liability history, including tax positions, product liability exposure and past privacy incidents. Expect deeper warranties, a longer diligence period and possibly part of the price held back. Amazon also reserves the right to terminate for convenience on 30 days’ advance notice, and to suspend or terminate immediately where the account has been used for deceptive, fraudulent or illegal activity, so the account is never a guaranteed asset either way.

Generally not in identified form. The OAIC states that when providing information about its customer base, a vendor should avoid providing a prospective purchaser with the names and other identifiers of its customers. Aggregated statistical customer information may be provided instead.

The reasoning sits in Australian Privacy Principle 6. The OAIC states that a vendor should only provide a prospective purchaser with personal information where that provision is consistent with the vendor’s obligations. The OAIC then states that the use or disclosure of the information for the purpose of a business sale is unlikely to be related to the purpose for which the information was collected. Where the information cannot be de-identified and consent is not available, the OAIC’s position is that the vendor should generally avoid giving the information to the prospective purchaser.

Build the data room accordingly. Cohort tables, repeat purchase rates by acquisition month, average order value, channel mix, geographic distribution and unsubscribe rates tell a buyer everything they need without a single customer name. The OAIC also expects a prospective purchaser to comply with privacy clauses in the confidentiality agreement and, after due diligence, to either destroy or return the personal information they collected. Put that obligation in the confidentiality agreement before you send anything.

Consent does not travel as a right the way a physical asset does. The ACMA’s position is that responsibility sits with the sender, stating that you are still responsible for making sure you have consent for any addresses you use. Whether the buyer can lawfully send depends on what your original consent wording said.

The ACMA Statement of Expectations on the use of consent is the document that decides this in practice. It states that consent terms should cover who will use it, including affiliates and partners. It also states that businesses are responsible for their consent related compliance obligations regardless of whether they outsource marketing or consent gathering through third party or affiliate arrangements. It states that contact details should not be placed on marketing lists or databases without consent, that stale consent should not be used, and that bundled consent should not be used. A list built on consent wording naming only your entity is materially weaker than one whose terms contemplated successors and partners.

Check your signup wording before you list, not after a buyer asks. The three core Spam Act obligations remain consent, accurate sender identification and a functioning unsubscribe that honours the request within 5 working days. I could not locate an ACMA page that addresses sale of business directly, so treat the position above as the ACMA’s published expectations applied to a sale, and have your solicitor confirm it against your actual consent records.

Possibly not, but there are three ways an online retailer loses that exemption. A small business operator is one with an annual turnover of $3 million or less. The exemption is easier to lose than sellers expect, and losing it once is permanent.

First, the turnover test is a one way ratchet. The OAIC states that if your small business has had an annual turnover of more than $3,000,000 in any financial year since 2002, you must comply with the Australian Privacy Principles. Dropping back below the threshold in a later year does not restore the exemption. Annual turnover for this purpose includes all income from all sources, and does not include assets held, capital gains or proceeds of capital sales.

Second, there is a list of exceptions that removes the exemption regardless of turnover, and one of them is businesses trading in personal information without the required consent. Selling or disclosing a customer database as part of a business sale is exactly the conduct that raises it. Third, the statutory tort for serious invasions of privacy, which commenced 10 June 2025, applies more broadly than the Privacy Act itself and reaches entities that are not Australian Privacy Principle entities. Being under $3 million in turnover does not put you outside that tort.

The Notifiable Data Breaches scheme requires entities covered by Australian Privacy Principle 11 to assess and notify eligible data breaches. A past breach affects your sale because a buyer will test both whether it met the statutory threshold and whether you handled the timeframes correctly.

An eligible data breach has three limbs. Section 26WE(2) 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, where serious harm encompasses serious physical, psychological, emotional, financial or reputational harm. Section 26WF then asks whether the entity has been able to prevent the likely risk of serious harm with remedial action. If it has, notification is not triggered.

The clocks are the part sellers get wrong in hindsight. Section 26WH(2) requires all reasonable steps to complete the assessment within 30 calendar days after the day the entity became aware. Section 26WL(3) then requires notification as soon as practicable after completing the statement prepared for the Commissioner. Notification goes to all individuals to whom the information relates, or only those at risk of serious harm, or, if neither is practicable, by publishing the statement on the website and taking reasonable steps to publicise its contents. Have the incident file, the assessment date and the notification record ready, because a documented breach handled properly damages a deal far less than an undocumented one.

Only if three conditions are met and the business genuinely includes everything necessary to keep operating. The ATO requires that the sale is for payment, that the purchaser is registered or required to be registered for GST, and that the purchaser and seller have agreed in writing that the sale is of a going concern.

Two further tests sit behind those conditions. The sale must include everything that is necessary for the continued operation of the business, and the business must be carried on by you until the day of sale. The governing ruling is GSTR 2002/5. The second test is the one that surprises sellers who want to wind down through the settlement period. Keep trading, keep fulfilling and keep the storefront live right through to the day of sale.

The everything necessary test is where online businesses are exposed. If the marketplace seller account cannot be assigned without platform consent, if the payment gateway has to be reopened by the buyer under new onboarding, or if the customer database cannot lawfully be handed over, then you may not in fact be supplying everything necessary. Get that tested before the contract is signed rather than after. I could not verify the section number of the GST Act commonly cited for these conditions from an ATO page, so ask your accountant to confirm the statutory reference in your ruling advice.

By tying four independent records together for each period. Storefront or platform reported gross sales, payment gateway settlement reports net of fees, chargebacks and refunds, bank deposits, and then the G1 and 1A figures on lodged activity statements, back to the income tax return.

Five things routinely break that chain, and none of them means anything is wrong. Marketplace fees netted before settlement. Gateway settlement timing that straddles a period end. Refunds and chargebacks recognised in a different period from the original sale. GST on low value imported goods collected by a marketplace as an electronic distribution platform rather than by you. Gift card or store credit balances that are cash received but revenue not yet earned. Each of those needs an explanation on file, not an assumption.

The ATO’s own evidence list for a going concern sale is a useful preparation checklist. It expects details of the business and its structure, and details of the arrangement including each element, the parties and the transfer method. It expects copies of relevant documents such as heads of agreement and contracts. It expects details of the seller and the purchaser, including whether the purchaser is registered for GST. It expects documentation of the assets transferring, including licences, goodwill, intellectual property, trading stock, work in progress and customer lists. It also expects what is excluded and why, whether the seller operated the business until the sale date, how the purchase price was calculated, and evidence of the written going concern agreement. You must also keep records of sales, including the sale of your business and assets, for five years.

A long one. Under the product liability provisions a consumer may bring an action within 10 years of the time the manufacturer supplied the products, and an importer is treated as the manufacturer for many purposes. That tail outlasts the warranty period in almost every sale agreement.

The obligations themselves are not negotiable. The ACCC states that it is your responsibility as a business to understand Australian product safety laws and make sure you sell safe, compliant products. You must comply with Australian mandatory safety standards and not supply banned products. You must report a death or serious injury or illness resulting from a consumer product you supplied. You must recall a product where it is a safety hazard, does not comply with a mandatory standard, or is banned. It is an offence to supply goods that do not comply with mandatory standards, and compliance binds manufacturers, importers, distributors, retailers and hirers alike.

Mandatory reporting runs on a 2 day clock. You must submit a report within 2 days of becoming aware that a product caused or may have caused death, serious injury or serious illness, and the obligation applies even if the product was misused, provided the misuse was foreseeable. Failure to report can be a criminal offence or attract a pecuniary penalty. Consumers have 3 years to bring an action from the time they become aware of the loss, the defect and the identity of the manufacturer. If you import, put your compliance testing, standards evidence and incident register in the data room, because a buyer who cannot see it will price the unknown.

They are a real liability that lands on the buyer’s side of completion, and they should be quantified before the price is agreed. Gift cards purchased on or after 1 November 2019 must be redeemable for at least 3 years after supply.

The rules are set by the ACCC. A gift card must not include any fees or charges the recipient must pay after the card has been purchased, and the expiry date must be prominently displayed. Exemptions include reloadable cards, promotional giveaways, discounted cards, loyalty programs and second hand cards. There are penalties for breaking the gift card rules, though the ACCC page does not state the amounts.

Treat the outstanding balance as unearned revenue rather than as cash in the bank. Run the report by issue date, apply the 3 year minimum life, and disclose the figure early. A buyer who discovers a five figure store credit balance after exchange will adjust the price or the completion accounts, and the conversation is worse then than it is now.

Reviews sitting on your own storefront move with the site. Reviews and feedback sitting on a marketplace account do not move independently, because the eBay.com.au User Agreement expressly names feedback as part of the account that cannot be transferred without consent.

A buyer will also test how those reviews were obtained. The ACCC states that it is against the law for a business to create fake or misleading reviews or to arrange for others to do so. Reviews also mislead where they are written by family, employees or people paid in some way by the business, without the personal connection or commercial relationship being stated. Businesses breach the law where they suppress or edit negative reviews, or remove genuine reviews that are negative. Where incentives are offered they must be applied regardless of whether the review is positive or negative, and clearly disclosed.

The enforcement record shows what this is worth. The ACCC cites Citymove, penalised $6,600 for publishing copied testimonials presented as genuine, Service Seeking, penalised for allowing businesses to self generate customer reviews, and HealthEngine, penalised $2.9 million for suppressing negative reviews and misrepresenting ratings. Historical non compliance follows the storefront through reputational and platform enforcement risk even where the contract allocates the legal liability to you.

It adds two questions to the completion checklist. The stock is your asset but it sits in someone else’s possession, which raises access and novation issues, and it raises Personal Property Securities Register questions that a buyer will search.

business.gov.au directs buyers to check debts owing on assets that are registered on the Personal Property Securities Register. In online retail that bites hardest on inventory financed under retention of title arrangements and on stock held by a third party logistics provider. Run your own PPSR search at ppsr.gov.au before you go to market, so that anything registered against your stock is something you raise rather than something a buyer finds.

Then deal with the logistics agreement itself. Confirm whether it can be novated to the buyer, what notice period applies, whether there are minimum volume commitments, and what happens to stock in the facility if the agreement ends. A buyer who cannot get access to the goods they have paid for on day one has a problem that a stocktake at settlement will not solve.

Some entitlements must be recognised by the new employer and some need not be, and the dividing line is whether the buyer is an associated entity of your business. Fair Work sets out both sides of that line.

Entitlements that must be recognised by the new employer are sick and carer’s leave, requests for flexible working arrangements, and parental leave. Where the new employer is not an associated entity of the old employer, three things need not be recognised. Redundancy service. Annual leave, in which case the new employer can decide not to recognise service with the old employer and you must pay out unused leave. Unfair dismissal service, provided the new employer tells the employee in writing before the new employment starts that prior service will not count.

Long service leave has its own rule. Recognition may be refused where a post 2010 agreement specifies that service under an older agreement does not count towards long service leave. Get the accrued leave position calculated properly before you agree a price, because whether annual leave is paid out by you or carried by the buyer is a real cash number in the settlement adjustment.

That depends on your structure and whether you qualify for the small business capital gains tax concessions. There are four concessions: the 15 year exemption, the 50% active asset reduction, the retirement exemption and the roll-over. This is an accountant’s question, and it should be asked before you sign, not after.

The basic conditions require you to be a capital gains tax small business entity with aggregated turnover of less than $2 million, or to satisfy the maximum net asset value test, and the asset must meet the active asset test. Under the maximum net asset value test, the total net value of capital gains tax assets owned by you, entities connected with you, affiliates and entities connected with your affiliates must not exceed $6 million, tested just before the capital gains tax event.

Two details change the arithmetic. Liabilities deducted in the test include debts tied to included assets, overdrafts, and provisions for annual leave, long service leave, unearned income and tax liabilities, which is where an unredeemed gift card balance can matter. Excluded from the test are shares in connected entities, assets used solely for personal use and enjoyment, the main residence to the extent of private use, superannuation, and life insurance policies. The $6 million limit is not indexed for inflation.

A well prepared online business commonly sells within six to nine months of going to market, though the range is wide in both directions. The biggest variable you control is preparation: businesses with clean, verifiable financials and documented operations move fastest because due diligence has less to unpick.

Pricing is generally discussed as a multiple of adjusted earnings, and the multiple your business achieves moves with everything covered in this guide: trend, repeat revenue, channel mix, owner dependence and transferability. A confidential market appraisal establishes the likely selling price for your specific business, supported by comparable sales and a defensible appraisal methodology.

Not through a properly run process. The store goes to market described by its category, its traffic profile and its numbers, without the domain, the brand or the supplier list attached. Enquiries sign a confidentiality agreement and are qualified first, and the identifying detail comes last, to a buyer who has already shown they can fund it. Confidentiality is not a courtesy in this process, it is the process.

In an Australian small business sale, saleable stock is usually counted and paid for at settlement on top of the business price, commonly written as plus SAV, meaning stock at value. Aged or obsolete stock is typically excluded or discounted, which is why cleaning up the inventory position before sale protects your total outcome.

Yes. Marketplace businesses sell regularly and there are buyers who specifically want them. But single channel concentration is priced as risk, so account health, transferability and review depth all matter, and adding even a modest second channel before sale strengthens both the price and the size of your buyer pool.

Now, whatever your timeline. If your exit is years away, the number you get today is the benchmark everything after it gets measured against. If it is closer, you may be able to fast track, and some businesses with a unique brand, database, IP or market position are saleable to strategic buyers today.