Before you start
Most of what follows only matters once a buyer is real. The three things worth sorting before that point are your financials, your lease and your dependence on the business running through you personally. Everything else on this page is easier when those three are already in order.
These are new questions. If you are earlier in the process, start with what your business is worth, how selling works, or the readiness self assessment.
Agreements, fees and offers
What is an exclusive agency agreement and how long should I sign for?
An exclusive agency gives one broker the sole right to sell your business for a set term. Six months is common, though asset heavy or specialised businesses often need nine to twelve. Read the notice period and the tail clause, which can entitle the broker to commission on a buyer introduced during the term.
Do I pay anything if my business does not sell?
With most agreements the commission is only payable on a completed sale. Marketing costs are usually separate and agreed in writing before anything is spent. Ask for the total marketing figure up front and make sure it is capped. There should be no surprise invoices at any stage.
What is vendor finance and should I offer it?
Vendor finance means you accept part of the price in instalments after settlement, usually secured and paid over one to three years. It can widen your buyer pool and lift the headline price, but you carry the risk if the buyer struggles. Never agree to it without your solicitor and accountant reviewing the security.
What is an earn out and how does it work?
An earn out ties part of your price to the business hitting agreed performance targets after settlement. It bridges a gap when a buyer doubts the earnings will continue. The risk is that you no longer control the business you are being measured on, so the targets and the reporting need to be tightly drafted.
How big a deposit does a buyer normally pay?
A deposit of five to ten per cent of the purchase price is typical, held in a trust account rather than paid to you, and released at settlement. The deposit is not the real test of a buyer. Written finance approval is.
Should I accept an unsolicited offer from a competitor?
Take it seriously but slowly. An unsolicited approach means somebody has already decided your business is worth owning, which usually means it is worth more than the first number offered. Get an appraisal before you respond, and release nothing identifying until a confidentiality agreement is signed.
The contract and the legals
Do I sell the shares in my company or the business assets?
Most small business sales in Australia are asset sales, where the buyer takes the plant, stock, goodwill and contracts but not the company itself. Share sales carry the company's history and liabilities, so buyers usually resist them. The choice has significant tax consequences, so your accountant should drive it, not your broker.
What is a restraint of trade and how long will it bind me?
A restraint stops you competing with the business you just sold, normally for one to three years within a defined geographic radius. Buyers insist on it because they are paying for goodwill they could otherwise lose overnight. Courts will only enforce a restraint that is reasonable in both time and area.
What are warranties and indemnities in a business sale contract?
Warranties are statements you make about the business being true, covering things like equipment condition, contracts and undisclosed liabilities. An indemnity is a promise to cover the buyer if a warranty turns out to be wrong. They survive settlement, so what you disclose matters long after you have been paid.
Is GST payable when I sell my business?
Many business sales qualify as a going concern, which can make the sale GST free, but only where the conditions are met and both parties agree in writing before settlement. Getting this wrong is expensive. Your accountant needs to confirm eligibility early, because it affects how the contract is drafted.
What happens to my employees' leave entitlements at settlement?
Where staff transfer to the buyer, accrued annual leave and long service leave are normally adjusted at settlement, with the buyer taking on the liability and the price reduced accordingly. Redundancy is a separate question. Have your accountant calculate the figure early, because it is often larger than owners expect.
What happens if the buyer's finance falls through?
The contract normally carries a finance condition with a deadline. If finance is not approved by that date the buyer can withdraw and the deposit is refunded. This is why written pre-approval matters more than enthusiasm, and why a business stays quietly available until the condition is satisfied.
How does the stocktake work at settlement?
Stock is usually counted in the day or two before settlement and paid for on top of the business price, at cost, excluding anything obsolete or damaged. Both parties or an independent counter attend. Agree the valuation method and what counts as obsolete in the contract, not on the day.
How the process actually runs
What is an information memorandum?
An information memorandum is the detailed document a qualified buyer receives after signing a confidentiality agreement. It sets out the financials, the operations, the staff structure, the assets and the opportunities. It is what turns an anonymous advertisement into a serious conversation, and it is where preparation work shows.
How long is the handover and training period?
Four weeks to three months is typical, and it is usually negotiable rather than fixed. The more the business depends on you personally, the longer a buyer will want and the more likely part of your price is tied to it. Document your processes before going to market and the handover shortens.
Do I need a solicitor and an accountant as well as a broker?
Yes, and they do different jobs. Your accountant handles the tax structure, the concessions and the numbers. Your solicitor handles the contract, the lease assignment and the restraint. The broker runs the process, the marketing and the negotiation. A sale missing any one of the three tends to unravel later.
What happens to my business name, domain and social media accounts?
These transfer as part of the goodwill in most sales, but only if you actually control them. Check who owns the domain registration, who holds the logins, and whether the business name is registered to you or to an old entity. Sorting this out during due diligence is a common delay.
How long does due diligence usually take?
Two to six weeks is normal for a small to medium business, and longer where finance, landlord consent or licence transfers are involved. It runs faster when the financials, contracts, leases and asset registers are already assembled. Most delays are not caused by the buyer. They are caused by missing documents.
Can I sell part of my business or take on a partner instead?
Yes, though the buyer pool is much smaller. Selling a share means finding somebody who wants to work alongside you rather than replace you, and it needs a shareholders agreement covering deadlock, exit and how a future price gets set. Many owners who explore this end up selling outright.
Situations owners actually find themselves in
Can I sell if my revenue went backwards last year?
You can still sell, but you will need to explain it. Buyers accept a bad year with a documented reason far more readily than an unexplained decline. If the cause has been fixed, show the recovery in the recent monthly figures. Hiding it guarantees the discount you were trying to avoid.
My business partner and I disagree about selling. What are the options?
Start with the shareholders or partnership agreement, which usually sets out what happens when one party wants out. The options are normally one buying the other out, selling the whole business, or a structured exit over time. An independent appraisal often settles the argument faster than another meeting.
Can I sell a franchise business?
Yes, but the franchisor controls the process. They approve the buyer, the buyer usually signs a new franchise agreement rather than taking over yours, and transfer fees apply. Check your remaining term first. A franchise with two years left is worth considerably less than one with eight.
Should I sell now or wait for a better market?
Market timing matters far less than business readiness for most owners. A well prepared business sells reasonably in a flat market. An unprepared one struggles in a strong one. The better question is what you would change in the next twelve months, and what those changes would be worth.
What happens to my commercial lease when I sell?
The lease is assigned to the buyer with the landlord's consent, which cannot be unreasonably withheld but will take time to obtain. Check your remaining term and options now. A buyer paying for goodwill needs security of tenure, and a short lease with no options can reduce your price.
Do I need to tell the ATO when I sell my business?
There are reporting and tax obligations on a sale, covering capital gains, GST treatment and finalising your payroll and BAS position. Whether the small business CGT concessions apply depends on turnover, net assets and how long you have held the business. Your accountant should map this before you sign anything.
Still not the question you had
Ring it through. A question you have been carrying for six months usually takes about four minutes to answer, and there is no cost and no obligation either way.