Six stages · Start to finish
What separates a good sale from a poor one
The sales that go well tend to share the same handful of things, and none of them are complicated. Every one of them is inside your control, and nearly all of them cost nothing except time and honesty.
Timings are what a well prepared Queensland business normally runs to. Last updated 15 September 2026.
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The sales that go well tend to share the same handful of things, and none of them are complicated. Every one of them is inside your control, and nearly all of them cost nothing except time and honesty.
Too high and the buyers who can actually complete will not look twice. Too low and you have given away money you cannot get back. Knowing what businesses like yours are genuinely settling at is what keeps you in the sensible band.
Reconciled accounts, a clean add back schedule with reasons attached, current tax returns and a lease with real term left to run. A buyer who can verify your figures quickly pays more than one who has to take your word for it.
Suppliers, key customers, processes, rosters, service providers and the records that matter. If a buyer can see how they would take it over, the business stops looking like it depends on you and starts looking transferable.
Whatever the problem is, a buyer's accountant will surface it in due diligence. Raised early it is a negotiating point. Discovered late it is a reason to walk, and it takes the trust out of everything else you have told them.
Being in a hurry is the weakest position you can negotiate from, and buyers can smell it. Owners who allow proper lead time consistently do better than owners forced to move.
Showing a buyer where the growth is, with the detail to back it, adds real value. Projections you cannot evidence do the opposite, because they make a buyer question the figures that were true.
The going concern exemption, and what happens when one condition fails after settlement
A business sale can be GST free, but only as a supply of a going concern under s38-325 of the A New Tax System (Goods and Services Tax) Act 1999 (Cth). The ATO’s public ruling is GSTR 2002/5, issued 16 October 2002 and consolidated with amendments published 14 February 2024. Five conditions have to hold together. There is consideration. The buyer is registered for GST, or required to be registered, at the time of supply. 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. And you carry on the enterprise until the day of the supply.
The written agreement is the easiest condition to satisfy and the one worth checking twice. It can sit in the contract itself or in a related document executed before settlement, but it has to exist in writing before the supply. A shared assumption between two accountants is not an agreement in writing.
GSTR 2002/5 reads “all of the things necessary” as two elements. The first is the physical and intangible assets: premises, plant, equipment, stock, goodwill, contracts, licences and quotas. The second is the operating structure and process, meaning the commercial activity relevant to that type of enterprise, including customer relationships and marketing arrangements. Necessary means essential to operation, not every conceivable item.
For a leasehold business the premises are the trap. Where the enterprise cannot operate without the premises and the buyer is not given the right to occupy them, you have not supplied all of the things necessary. That is why the lease assignment and the going concern treatment are one problem rather than two. A landlord still deciding on consent is also a GST question.
The last condition catches sellers who mentally leave early. Carrying on the enterprise until the day of supply means trading normally right up to settlement: ordering stock, keeping staff, honouring bookings. GSTR 2002/5 accepts a temporary operational pause for maintenance. It does not accept permanent cessation. A seller who runs the stock down to nothing or closes the doors a fortnight out has put the treatment at risk for the sake of a small saving.
If a condition fails, 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 the contract. A business sale contract normally carries a going concern clause with a recovery mechanism, obliging the buyer to pay an additional amount equal to the GST if the Commissioner determines the supply was taxable, usually with a time limit and a right for the buyer to require you to object. Sign a contract that is silent on the point and you carry the whole risk yourself.
One condition you can verify without help. ABN Lookup at abr.business.gov.au shows a buyer’s ABN status and GST registration status with effective dates, free and immediately. Check it before settlement and keep the printout. It is the condition that gets assumed rather than checked.
Where the deposit sits, and what is registered against the plant
Two separate systems protect the money in a Queensland business sale. The Agents Financial Administration Act 2014 (Qld) governs the deposit while it is held. The Personal Property Securities Act 2009 (Cth) governs whether the plant you are selling is actually yours to sell. Both are checkable, and both are where deals come unstuck quietly.
On the deposit, the rules are specific. The agent must bank it into a general trust account before the end of the first business day after receiving it, or invest it under s17 (s16), with a maximum penalty of 200 penalty units or 2 years imprisonment. The account name must include the words “trust account” (s12). The account must be at an office or branch of an approved financial institution within the State (s11). No other money may be paid into it (s18). Money stays there until a withdrawal is authorised, and payments may be made only in a way the Act permits (s21). An amount may be invested in a special trust account where completion is more than 60 days away and all parties authorise it (s17).
The audit is the backstop. The audit period is the 12 month period in each year ending on the last day of the audit month (s33), and the agent’s signed original audit report goes to the chief executive within 4 months after the last day of the audit month (s35(2)). Behind that sits the claim fund in Part 7. Section 82(1) allows a claim by a person who suffers financial loss because of events including contraventions of the trust account provisions and misappropriation by an agent.
The claim fund has hard caps, set by the Agents Financial Administration Regulation 2014 reg 25. A claimant may not recover more than $200,000, and the total payable from the fund arising out of a contravention by a single person is $2,000,000. Queensland Office of Fair Trading guidance sets the time limits at within 1 year of becoming aware of your loss and no more than 3 years after the event, with the Queensland Civil and Administrative Tribunal able to grant an extension. Successful claims are usually paid within 21 days of finalisation, with no payment during the 28 day review or appeal period. A deposit held anywhere other than a licensed trust account has none of this behind it.
On the plant, the buyer searches the Personal Property Securities Register at ppsr.gov.au against your entity as grantor, using the ACN or ABN, and by serial number for vehicles, watercraft and aircraft. The register also offers a registration number search, a point in time search and an ordinal search that establishes the order of registration events. Every search returns a certificate the buyer keeps as proof of what was registered at that moment, which is why a buyer searches again immediately before settlement and again afterwards.
In a small Queensland business the registrations are predictable: a chattel mortgage or hire purchase over a vehicle or forklift, equipment finance over a coffee machine, POS system or commercial oven, retention of title registrations by trade suppliers over unpaid stock, a landlord’s registration over fit-out, and a general security agreement given to a bank. Each is cleared the same way. You get a payout figure valid to the settlement date, the buyer’s funds pay the secured party directly at settlement, and the secured party gives a release or an undertaking to discharge.
A general security agreement is different in kind. It does not attach to one item, it attaches to everything the company owns, including goodwill and stock. A bank holding one has to release the specific assets being sold, and it will not do that unless it is being repaid or has agreed to the sale. If you are under financial pressure, tell your broker and your solicitor on day one rather than at settlement, because the bank sits on the critical path either way.
Ask what it is worth
Free, in writing, and nobody finds out you asked. Tell me the trade and the suburb and I will do the rest.
Nobody finds out you are selling. This goes to me only, into my own database in Sydney. I will not contact your accountant, your landlord, your bank or your staff, ever, unless you ask me to.
If you would rather not put anything in writing yet, ring 0431 124 128. Prefer to pick a time yourself? Book a time in my diary.
Start at stage one
Stage one is a conversation and a number. Everything after it is only worth doing once you know what you are working towards. Thirty minutes, at a time that suits you, including evenings.