Tony PopeBusiness
Broker

Sector guide · E-commerce & retail

Why selling online is a different game

A traditional business sale leans on location, lease and local goodwill. An e-commerce sale leans on things a buyer can measure from anywhere: your numbers, your traffic, your customer behaviour and how well the operation runs without you in it.

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A traditional business sale leans on location, lease and local goodwill. An e-commerce sale leans on things a buyer can measure from anywhere: your numbers, your traffic, your customer behaviour and how well the operation runs without you in it.

That cuts both ways. Your buyer pool is national and often international, because nobody needs to live near your 3PL to own your store. But everything is verifiable at source. A serious buyer will sit inside your Shopify analytics, your Seller Central account, your ad manager and your Xero file before contracts are exchanged. There is nowhere to hide, which is precisely why preparation converts so directly into price in this sector.

It also means the sale process rewards sellers who speak the buyer's language. E-commerce buyers are frequently operators themselves, or funds and aggregators with analysts on staff. They will not be charmed past a weak cohort trend. They will, however, pay real premiums for businesses that score well on the measures below, because those businesses are genuinely rarer than many owners think.

What actually transfers in an online business sale, and by what mechanism

AssetThe mechanism, and what it requires from you
.com.au domain name licenceMechanism: change of registrant, requested in writing to the registrar. What it requires: auDA Rule 2.13.1 sets four conditions. You are eligible at the date of transfer, the incoming person meets Australian Presence and namespace eligibility, the licence is not subject to a complaint, dispute resolution process 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 specifies otherwise. Rule 2.13.3 then requires the registrar to transfer the licence within two calendar days of determining eligibility. The buyer enters a new licence agreement and pays the licence fee, and full years remaining transfer across, up to a maximum licence period of five years.
Registered trade marksMechanism: a signed assignment agreement, then a change of ownership request recorded with IP Australia. What it requires: IP Australia states that recording the assignment on the register does not enact the transfer of ownership. Ownership passes under the agreement. The recording request must include the assignment date, names, addresses and the ACN or ABN of both parties, the trade mark numbers, a clear statement of the transfer agreement, and signatures from authorised representatives of each party. Decide whether the assignment is full, covering all goods and services, or partial, covering only specified goods or services and leaving two owners of the same representation.
Marketplace seller accountsMechanism: platform consent, or a share sale of the entity that holds the account. What it requires: 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 only published carve out is an assignment to your own affiliates on notice, with you remaining liable for obligations arising before the effective date. The eBay.com.au User Agreement at clause 3 prohibits transferring your eBay account, including feedback, and username to another party without eBay’s consent. Neither agreement publishes a self service transfer right on a third party sale.
Payment gateway and merchant accountsMechanism: provider consent, and in practice fresh onboarding for the buyer. What it requires: Stripe’s Services Agreement at section 11.10 requires prior consent, not to be unreasonably withheld or delayed. Stripe then allows assignment to a successor from a merger, acquisition or sale of all or substantially all 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 requires prior written consent with no published exception. Shopify’s Terms of Service at section 16.6 requires prior written consent, and Shopify reserves the right to request documentation to determine or confirm account ownership.
Customer database and email listMechanism: disclosure under the Privacy Act 1988 (Cth), constrained by Australian Privacy Principle 6 and by the consent recorded under the Spam Act 2003 (Cth). What it requires: the OAIC states that a vendor should avoid providing a prospective purchaser with the names and other identifiers of its customers, and that aggregated statistical customer information may be provided instead. Where the information cannot be de-identified and consent is not available, the OAIC’s position is that the vendor should generally avoid giving it to the purchaser. Marketing use after settlement depends on the consent wording, not on the transfer of the file.
Business nameMechanism: transfer through ASIC Connect. What it requires: you submit the transfer 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 name becomes available to others. Renewal periods are not carried over, and there is no refund of fees for the remaining registration period.
ABNMechanism: none. It does not transfer. What it requires: business.gov.au states that you cannot transfer an ABN and the new business owner will have their own. Cancelling an ABN also cancels registrations for GST, luxury car tax, wine equalisation tax and fuel tax credits, so do not cancel before the day of sale while you are still required to be carrying on the business.

Positions above are taken from the auDA Rules, IP Australia, ASIC, the OAIC, business.gov.au and the published platform agreements, current as at August 2026. Platform terms change without notice. Read the current version of each agreement before you commit to a completion date.

THREE CLOCKS

Three separate 28 day clocks run at completion, and they are not the same clock

Completion checklists for online businesses routinely treat 28 days as one deadline. There are three, they start on different events, and missing any one of them has a different consequence.

The first is the domain. 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 the transfer is entered into, unless the contract specifies otherwise. That clock starts at contract, not at settlement, which is the trap. A 90 day settlement does not extend it unless the contract says so in terms.

The second is the business name. ASIC cancels the outgoing owner’s registration within 28 days of the transfer being submitted. That clock starts when you submit through ASIC Connect. The buyer then has to register the name against their own ABN using your transfer number.

The third is the transfer number itself. It is valid for 4 months and 28 days from the date of the transfer application. After that period the business name becomes available to others, which means a buyer who sits on the number through a long settlement can lose the name to a third party.

Put all three on one page with the responsible party and the trigger date beside each. Then add the fourth, which is not a 28 day clock at all: business.gov.au warns that licence and permit transfers can take up to 12 months, and that the seller remains responsible for agreements until transfers complete.

DOMAIN DETAIL

Change of registrant is not change of registrar, and .au direct is a separate question

Two different .au transactions get confused, and only one of them sells a business. A change of registrant moves the licence to a new holder. A change of registrar moves the licence to a new provider using the EPP authInfo code. auDA states that a change of registrar can take up to three days and that there is no fee for any transfer of a .com.au domain name licence between registrars. Handing a buyer an authInfo code moves the provider. It does not move the licence.

Eligibility is the second half. auDA Rule 2.4.1 requires an Australian Presence plus namespace eligibility. Rule 2.4.4 requires a com.au or net.au applicant to be a commercial entity. The domain must also be a match or acronym of the person’s company, business or personal name, or a match of an Australian trade mark. A match or acronym of a related Australian body corporate name qualifies, as does a match or synonym of goods sold, services provided, events registered or premises operated. Rule 2.4.5 requires an exact match to the words that are the subject matter of the trade mark where the applicant relies on one.

Warehousing rules are namespace specific and often misquoted. Rule 2.4.14 prohibits applying for a licence in the org.au, asn.au, edu.au and the State and Territory namespaces for the sole purpose of transferring that licence to another person, and Rule 2.4.13 prohibits domain name monetisation in those same namespaces. com.au and net.au are not in that list.

Finally, check the .au direct name. The Priority Allocation Process ran from 24 March 2022 to 20 September 2022 UTC and is closed. Names that received no priority application became available to the general public on 3 October 2022 UTC. Contested names remain in contention, with applicants required to renew their application annually on 20 September UTC to stay in contention. If you trade on example.com.au and example.au sits with a third party or in unresolved contention, that is a brand risk you disclose, not one a buyer should discover.

Cartons stacked for despatch in an online retail warehouse
Stock, despatch and the numbers behind them. I have run a national online retailer and a toy business across store and online, so the reconciliation a buyer asks for is one I already ran on my own figures.

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