More questions owners ask about the process

Yes. A property agent “must not act as a property agent for a person (client) to perform an activity (service) for the client unless the client first appoints the property agent” under the Property Occupations Act 2014 (Qld) s102(1). The maximum penalty is 200 penalty units, being $34,540 at the Queensland penalty unit value of $172.70 from 1 July 2026.

For a business sale the instrument is the PO Form 6A, titled “Appointment and reappointment of a property agent or auctioneer”, version V1 dated May 2024. It is the commercial and business form, not the residential Form 6. It runs to ten parts, covering the service, the term, the appointment type, commission, and your authorisation for the agent to incur marketing costs.

Part 9 of the form carries the warning that the client is advised to seek independent legal advice before signing. Read parts 4 to 8 before you sign, because that is where the term, the exclusivity and the money sit.

No. PO Form 6A part 7 records commission as a negotiable percentage or dollar amount, inclusive of GST. Where commission is expressed as a percentage, the appointment must state that it is calculated and payable only by reference to the actual sale price (Property Occupations Act 2014 (Qld) s105(2)(a)).

The Property Occupations Act 2014 commenced on 1 December 2014 and replaced the Property Agents and Motor Dealers Act 2000 (Qld). Commission caps that existed under the older Act do not appear in the current one. No Australian regulator publishes a standard rate for a business sale, so treat any quoted market figure as a claim rather than a benchmark.

An appointment that does not comply with s104 is ineffective from the time it is made (s112(4)). The consequence is commercial as well as technical, because an agent cannot claim commission on an ineffective appointment.

It depends on what has to travel with the business. Business Queensland puts it plainly: on an asset sale “the business entity remains with the seller”, and on a share sale you take “ownership of all aspects of the business (e.g. assets, shares, trade names, debts)”.

A share sale carries the ABN, the tax history, the employment history and every contingent liability the company has ever incurred. That is why share sale warranties run deeper and longer, why a buyer normally requires a tax indemnity for the period before completion, and why the price is often discounted against an equivalent asset sale.

A share sale earns its place where value sits in something that cannot be transferred: a long dated customer contract with no change of control clause, or a licence, permit or accreditation held by the entity. The comparison table on this page sets out what moves under each structure.

No. Employment with your entity ends and the buyer makes fresh offers. Whether service counts with the buyer turns on the Fair Work Act 2009 (Cth) Part 2-8. A transfer of business occurs where employment ended, the employee starts with the buyer within 3 months, the work is the same or substantially the same, and there is a connection between the two employers (s311).

Where the buyer is not an associated entity of yours, the buyer may decline to recognise prior service for annual leave (s91) and for redundancy pay (s122). Personal and carer’s leave, parental leave and requests for flexible working arrangements are recognised regardless, per the Fair Work Ombudsman.

Queensland long service leave is the exception that surprises sellers. Under the Industrial Relations Act 2016 (Qld) s132 the service carries across on a transfer of a calling, with no choice for the buyer.

You pay out the affected entitlements. The Fair Work Ombudsman states that where the new employer does not recognise service, the old employer pays out untaken annual leave. On redundancy, the same source states that a new employer that is not an associated entity of the old employer can choose not to recognise an employee’s service.

You also give notice of termination, or payment in lieu of notice. The Fair Work Ombudsman scale is 1 week at up to 1 year of service, rising to 4 weeks at more than 5 years, with an extra week for an employee over 45 who has at least 2 years of service.

This is a price negotiation dressed as a legal question. Model the exposure before you agree the price, not after, because the cash difference lands on your settlement statement either way.

Generally no. The Fair Work Ombudsman defines a small business employer, for the purpose of determining redundancy pay, as an employer who employs fewer than 15 employees at the time when notice is given. Notice of termination is still owed.

At 15 or more employees the Fair Work Act 2009 (Cth) s119 scale applies. It runs from 4 weeks at 1 year of service to 16 weeks at 9 years, then drops to 12 weeks at 10 years or more. A seller with 16 employees and a long tenured team has a real number to model.

An employee who rejects a suitable offer from the buyer can lose the entitlement, where the offer is on substantially similar terms that are no less favourable, recognises prior service, and would be a transfer of employment if accepted (s122(3)). The Fair Work Commission may order you to pay a specified amount anyway if that operates unfairly (s122(4)).

Yes, and it works differently from the Fair Work rules. The Industrial Relations Bill 2016 explanatory notes for clause 132 record that a transfer of business does not break continuity of service for a transferred employee, and that service with the former employer is taken to be service with the new employer.

The entitlement is 8.6667 weeks after 10 years of continuous service (Industrial Relations Act 2016 (Qld) s95). An employee with at least 7 years of continuous service qualifies for a proportionate payment on termination in defined circumstances, including death, resignation because of illness or pressing necessity, and dismissal for a reason other than conduct, capacity or performance.

It is normally handled as a settlement adjustment rather than a payout, because the employment continues and no termination event has occurred. Calculate the accrual per employee before you go to market. A seller who has never worked it out is negotiating in the dark.

Since 1 August 2025, yes. The Property Law Act 2023 (Qld) s142(5) requires a lessor to decide within 1 month after receiving full particulars of the request, or a longer period the parties agree. Under s142(3) the lessor must not unreasonably withhold consent, and the Queensland Small Business Commissioner states that this duty cannot be excluded.

There is no deemed consent. Silence from the landlord is not approval. If the lessor withholds consent unreasonably, imposes an unreasonable condition, or fails to decide in time, the remedy under s142(8) is an application to the Supreme Court.

The section applies to dealings after 1 August 2025 regardless of when the lease was entered into (s255(1)). So an old lease signed years ago still gets the benefit of the new timetable.

For a retail shop lease, yes, if the paperwork was right. The explanatory notes to the Retail Shop Leases Amendment Bill 2015, clause 51, state that the new section releases the assignor and any guarantor of the assignor from liability under the lease, provided the assignor complied with the s22B disclosure obligation and the disclosure statement was not defective.

There is a numbering wrinkle worth naming. That release provision appears as s50A in the explanatory notes and as s151, titled “Release of assignor for particular assignments of leases”, in a table of provisions. Both numbers are in circulation and the relationship between them could not be confirmed from a primary source. Ask your solicitor to cite the current section.

For a non-retail commercial lease there is no statutory release at all. Whether you stay liable depends on the deed of assignment. Landlords routinely require the outgoing tenant and its guarantors to remain liable, sometimes for the balance of the term plus options. Treat the release as a term to negotiate, not an assumption.

Retail Shop Leases Act 1994 (Qld) s22B. You must give the prospective assignee a disclosure statement and a copy of the current lease at least 7 days before the earlier of two dates: the day the assignee enters the business sale agreement, and the day the lessor is asked to consent to the assignment.

Read the second trigger carefully. The clock can start before the buyer has signed anything, simply because you asked the landlord for consent. An early phone call to the landlord, made without issuing the disclosure statement, can put the assignment out of compliance before a contract exists.

The 7 day period can be waived by a signed waiver notice from the assignee. Unless the assignee is a major lessee, the notice must also state that a lawyer has advised the assignee about the legal meaning and effect of the waiver.

Usually yes, and it is a financing problem before it is a legal one. A buyer borrowing against the business needs security of tenure, and a lender assessing the file will look at the remaining term alongside the last 3 years of financials and the PPSR position.

A short residual term also threatens the GST treatment. Under s38-325(2)(a) of the A New Tax System (Goods and Services Tax) Act 1999 (Cth) the seller must supply all of the things necessary for the continued operation of the enterprise. For a leasehold business, that includes the right to occupy the premises.

The fix is usually exercising an option or negotiating an extension before you go to market. Business Queensland’s own preparation guidance suggests considering shorter or longer term leases, whichever makes the business more attractive.

It is a search of the Personal Property Securities Register at ppsr.gov.au against your entity as grantor, using the ACN or ABN, plus serial number searches on vehicles, watercraft and aircraft. The register also offers a registration number search, a point in time search and an ordinal search.

The register returns “a certificate you can keep as proof of whether or not a security interest was registered at that time”. That timestamp is why a buyer searches again immediately before settlement, and again afterwards to confirm the discharges happened.

Anything registered over the assets you are selling has to be paid out and released at settlement. The usual list in a small Queensland business is a chattel mortgage on a vehicle, equipment finance on plant, retention of title registrations by trade suppliers, and a general security agreement given to a bank.

The secured party can enforce against the goods in the buyer’s hands. The buyer, having paid for plant it does not own, sues you on the title warranty, and by then the proceeds are usually distributed. This is what a retention at settlement is for.

Section 46 of the Personal Property Securities Act 2009 (Cth) does not rescue a business buyer. It protects a buyer only where the sale was in the ordinary course of the seller’s business of dealing in that kind of property, and a one off sale of a whole business is not that.

Section 267(2) provides that an unperfected security interest vests in the grantor immediately before a winding up, bankruptcy or administration event. That protects a liquidator, not the buyer of a solvent business.

Only if all five conditions in s38-325 of the A New Tax System (Goods and Services Tax) Act 1999 (Cth) hold. There is consideration. The buyer is registered or required to be registered. You and the buyer have agreed in writing that the supply is of a going concern. You supply all of the things necessary for the continued operation of the enterprise. You carry on the enterprise until the day of the supply.

Fail one and the supply is taxable, and you are liable for GST of one eleventh of the consideration. Whether you can recover that from the buyer depends entirely on what the contract says. A contract that is silent on the point leaves the whole risk with you.

One condition you can verify yourself is the buyer’s GST registration. ABN Lookup at abr.business.gov.au shows GST registration status and effective dates, it is free and immediate, and the printout costs nothing to keep on file.

Not automatically, but it changes the structure and the timetable. The ATO may disclose a business tax debt to credit reporting bureaus where at least $100,000 is overdue by more than 90 days and the taxpayer is not effectively engaging, after written notice giving 28 days from receipt to act.

A disclosed debt is visible to the buyer’s bank, so it can remove the finance rather than merely move the price. Effective engagement, which includes a payment plan, an objection or a release application, is the difference between a disclosed and an undisclosed debt.

In a share sale the buyer inherits the liability, and a newly appointed director has 30 days from appointment to act before personal exposure attaches under the director penalty regime. That is one of the strongest arguments for structuring a business with a tax problem as an asset sale.

Long enough to protect the goodwill the buyer paid for, and no longer. In Lindner v Murdock’s Garage (1950) 83 CLR 628 Latham CJ said a restraint “is more easily upheld” on the sale of a business than in an employment contract, because “the purchaser is entitled to protect himself against competition on the part of the vendor”.

That does not make width safe. In Vision Eye Institute Ltd v Kitchen [2014] QSC 260 the Supreme Court of Queensland held that, save for two sub-clauses, restraints given alongside a practice sale of approximately $22 million were void as an unreasonable restraint of trade. A large price does not save an overreaching clause.

Australian drafting answers this with a cascade: alternative periods and alternative areas expressed as separate covenants, so a court that strikes the widest combination leaves a narrower one standing. If you intend to stay in the industry, or your spouse or adult children work in it, read the definition of restrained person before you sign.

The fixed parts are statutory and short. Retail lease disclosure runs at least 7 days before the trigger dates under s22B and s22C. A landlord has 1 month to decide a consent request under the Property Law Act 2023 (Qld) s142(5). An ATO disclosure notice gives 28 days, and a director penalty notice gives 21 days from the day the ATO posts it.

The variable parts are everything human: how fast you can produce documents, how a lender assesses the file, how a landlord behaves, how long a regulator takes on a licence. No published Queensland statistic for the total elapsed time of a small business sale could be located from the ABS, the Queensland Government or a regulator, so treat any single headline number with caution.

The arithmetic is more useful than a headline. A leasehold business with a retail lease, an unconvinced landlord, equipment finance to pay out and a buyer using a bank is working through four separate external approvals, each with its own clock and each capable of restarting. A service business with no lease, no plant finance and a cash buyer has none of them.