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Whatever your score, this is the part that matters
A checklist can tell you how tidy your business looks on paper. It cannot tell you what a buyer will actually pay, whether someone is looking for exactly your business right now, or what a professional can see that you can't.
Skip the reading and run the checkThe twelve factors scored here are the same ones a buyer works through in due diligence. Last updated 15 September 2026.
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A checklist can tell you how tidy your business looks on paper. It cannot tell you what a buyer will actually pay, whether someone is looking for exactly your business right now, or what a professional can see that you can't. Only a conversation does that. A high score means you may be closer to a strong sale than you think. A low score means there is value to be built, and knowing where to start is worth its weight. Either way, the move is the same: talk to a broker. It's free, it's confidential, and it turns a score into a plan.
Ten documentary gaps, what a buyer does with each, and what closing it takes
| The gap | Why a buyer prices it | What closing it takes |
|---|---|---|
| No written contracts with key customers | On an asset sale, customer contracts are novated one at a time and each customer can decline. Where there is no contract, there is nothing to novate, so the buyer is paying for a relationship that can leave with you. Business Queensland’s preparation list calls for formal, written contracts to secure customers and suppliers. | Signing them is immediate. The renewal history behind them takes longer. Where revenue is concentrated and unsecured, expect a buyer to cover the risk with an earn-out rather than with price. |
| A lease with under 2 years to run and no option | Security of tenure is a finance condition before it is a legal one. It also bears on the going concern test in A New Tax System (Goods and Services Tax) Act 1999 (Cth) s38-325(2)(a), because for a leasehold business the premises are one of the things necessary for continued operation. | Exercise the option or negotiate an extension, on the landlord’s timetable and inside your own option window. On an assignment the landlord has 1 month to decide after receiving full particulars, under the Property Law Act 2023 (Qld) s142(5), in force since 1 August 2025. |
| Unsigned employment agreements | The buyer cannot verify award coverage, classification, overtime treatment or accrued entitlements, and cannot price the Fair Work Act 2009 (Cth) Part 2-8 decision on recognising prior service. Undocumented contractor arrangements are worse, because a mischaracterised contractor is an unpaid superannuation liability reaching back years. | Immediate. Signed agreements, plus a schedule per employee showing start date, classification, accrued annual leave and accrued Queensland long service leave under the Industrial Relations Act 2016 (Qld) s95. |
| Related party transactions in the accounts | A related party rent, a management fee, a director’s loan account or a wage to a family member who does not work in the business each make reported earnings something other than what the buyer will experience. Unlabelled, they read to a buyer’s accountant as unreliability. | Identify, quantify and evidence each one, then normalise it to a market figure. Visible in the next full financial year, not in the year you correct it. |
| Personal expenses run through the business | Add-backs ask a buyer to accept a number that is not in the tax return. A bank generally will not lend against add-backs it cannot verify from source documents, so the pool of buyers who can complete gets smaller as the add-backs get larger. | Take them out and let a full financial year run. Reported earnings rise, add-backs fall, and the earnings figure becomes one a lender can use. |
| No separation between you and the business | Where you hold the customer relationships, the supplier terms, the technical knowledge and the licences personally, the goodwill is personal rather than transferable. The buyer’s answer, absent a management team, is a longer restraint, a longer handover and a lower price. | 12 to 24 months. Document the systems, promote or hire a manager, and move relationships, terms and registrations into the business name. Business Queensland’s answer is to build a strong management team to help the new owners through transition. |
| Stock that has not been counted | Stock is normally counted and valued at or immediately before settlement, then adjusted against the price, and the REIQ describes its business contract standard conditions as covering stock valuation. Without a recent count you do not know your shrinkage or your obsolete proportion. | Count it, write off the obsolete lines, and carry the corrected figure from the next stocktake. Weeks of work that removes a settlement day dispute. |
| Plant with no register | Business Queensland’s due diligence list names plant, equipment and vehicles, maintenance records and leases, and outstanding debt or title over assets. Without a register showing each item, its serial number and its finance status, you cannot warrant title and the buyer cannot run serial number searches. | Weeks. Build the register, then clear registrations on the Personal Property Securities Register for finance you have already paid out. |
| Accounts that do not reconcile | The buyer wants tax returns for a minimum of 3 previous years and a profit and loss statement for 3 years or longer. Where the management accounts do not agree to the lodged returns, the buyer’s accountant reconciles them, and everything else in the disclosure is read more carefully afterwards. | One reporting cycle. Have your accountant tie the management accounts to the last lodged return, then keep them monthly. |
| An ATO debt or a payment plan | A debt reported to credit reporting bureaus is visible to the buyer’s bank, and that removes finance rather than adjusting price. The ATO may report a business tax debt where at least $100,000 is overdue by more than 90 days and you are not effectively engaging. | Immediate to establish and document a payment plan, which is effective engagement in the ATO’s own terms. The compliance history behind the plan takes longer to rebuild. |
The payment plan you think is under control
An ATO balance is a sale problem before it is a cash problem, and an owner usually discovers that during due diligence. The ATO may disclose a business tax debt to credit reporting bureaus where you have an ABN, are not an excluded entity, at least $100,000 is overdue by more than 90 days, and you are not effectively engaging with the ATO. Effective engagement includes a payment plan, a release application, an objection, a tribunal review or a Tax Ombudsman complaint. Before disclosure the ATO gives written notice providing 28 days from receiving the notice to take the necessary action. Deductible gift recipients, complying super funds, registered charities and government entities are excluded.
A disclosed debt is visible to the buyer’s bank. It does not merely move the price, it can remove the buyer’s finance, which ends a sale rather than repricing it. That is the whole argument for establishing and documenting a payment plan before you go to market. The plan does not hide anything. It is the difference between a debt that is reported and a debt that is not.
The director penalty regime is the second half of the problem. It makes a director personally liable for the company’s PAYG withholding, GST and superannuation guarantee charge. A director penalty notice gives 21 days, and the ATO states that the period starts on the day it posts the notice, not the day the director reads it. Where the company reported the liability within 3 months of the due date, the penalty can be remitted by paying the debt, appointing an administrator, appointing a restructuring practitioner or winding the company up. Where the liability was reported more than 3 months after the due date, the only way to remit the penalty is paying the corresponding company liability in full.
This is also why a tax position changes the shape of a deal. A newly appointed director has 30 days from appointment to ensure the company pays, appoints an administrator, engages a restructuring practitioner or winds up, failing which personal liability attaches for debts that predate the appointment. That is a direct exposure for a buyer in a share sale, and one of the strongest arguments for structuring a business carrying a tax debt as an asset sale. A buyer who finds the debt late has four moves: pay it from the settlement proceeds directly to the ATO against a dated running balance account statement, hold a retention against it, restructure a proposed share sale as an asset sale, or withdraw. Disclose early and you are choosing between the first two.
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.
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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.
Whatever your score, the next step is the same
A high score and a low score end in the same place, which is a conversation about what to do with the next twelve months. Thirty minutes, no cost, and nobody finds out you asked.