Six stages · Start to finish
How selling a business actually works
Six stages take you from the first confidential conversation to handover. A well prepared business takes six to nine months from appraisal to settlement, of which three to six is the market campaign and the contract. Preparation before the appraisal is additional, and the year or two spent there is where the price is made. Each stage below carries its usual timing.
Timings are what a well prepared Queensland business normally runs to. Last updated 15 September 2026.
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How does selling a business work?
Selling a business runs in six stages: know your number, close the gaps, build the evidence, reach the buyers quietly, negotiate and sign, then prove it and hand over. A well prepared business takes six to nine months from appraisal to settlement, of which three to six is the market campaign and the contract. Preparation before the appraisal is additional, and the twelve to twenty four months spent there is where the price is actually made.
- Selling a business runs through six stages: know your number, close the gaps, build the evidence, reach the buyers quietly, negotiate and sign, then prove it and hand over.
- Owners start the conversation one to three years out, and the preparation stage is where the bulk of the money in a sale is actually made.
- A well prepared business typically sells within three to six months of going to market, with due diligence usually running five to fifteen working days.
- A deposit of five to ten per cent is normally paid on signing and held in a trust account until settlement.
The short answer, in six lines
Everything below expands on one of these, with the register or the regulator named so you can check it yourself.
At a glance
- The landlord’s one month clock
- Property Law Act 2023 (Qld) s142(5) gives a lessor 1 month to decide a consent request, counted from the day it receives full particulars. The section commenced on 1 August 2025 and applies to dealings after that date whatever date the lease was signed (s255(1)). There is no deemed consent, so a landlord who says nothing has not agreed.
- The retail seven day rule
- Retail Shop Leases Act 1994 (Qld) s22B requires the assignor to 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. Asking the landlord early can start that clock before a buyer has signed anything. The Act reaches a leased floor area of 1,000 m2 or less (s5A).
- Long service leave crosses regardless
- Industrial Relations Act 2016 (Qld) s132 provides that a transfer of a calling does not break continuity of service, and that service with the former employer is taken to be service with the new employer (Industrial Relations Bill 2016 explanatory notes, clause 132). The full entitlement is 8.6667 weeks after 10 years of continuous service (s95). A buyer who declines to recognise service under the Fair Work Act 2009 (Cth) still inherits this clock.
- GST free is five conditions
- A New Tax System (Goods and Services Tax) Act 1999 (Cth) s38-325 makes a sale GST free only where all five conditions hold, including a written agreement that the supply is of a going concern. Fail one and the supply is taxable, at one eleventh of the consideration. The ATO ruling is GSTR 2002/5, issued 16 October 2002 and consolidated with amendments published 14 February 2024.
- Your deposit has a deadline
- Agents Financial Administration Act 2014 (Qld) s16 requires a licensee to bank a deposit into a general trust account before the end of the first business day after receiving it. The maximum penalty is 200 penalty units or 2 years imprisonment, being $34,540 at the Queensland penalty unit value of $172.70 from 1 July 2026. If the money goes missing, the claim fund pays a claimant up to $200,000 (Agents Financial Administration Regulation 2014 reg 25(1)).
- No cooling off period
- The 5 business day cooling off period in the Property Occupations Act 2014 (Qld) s166 applies to contracts for the sale of residential property, and ends at 5pm on the fifth business day. It does not apply to a contract for the sale of a business. A buyer who signs a business contract is bound, subject only to the conditions written into that contract.
Selling is a managed process, not a leap
The biggest fear owners carry is that selling will become a second full time job on top of running the business, or that they will fumble something and lose the deal. Neither happens when it is run properly, because the process is a defined sequence and the bulk of the heavy lifting sits with your broker, not you. Your job is to keep running a good business and make the decisions at the right moments. Here is that sequence, start to finish.
The six stages, start to finish
Selling a business follows a defined path. I break it into six stages that build on each other, from the first confidential conversation through to the day you hand over the keys. Knowing what is coming is much of what makes the process feel manageable.
Know your number
Start hereA confidential market appraisal against your real figures, so you start from evidence rather than a guess or something you heard at a barbecue.
Close the gaps
12 months to 3 yearsThe preparation the appraisal just identified: owner dependence, customer spread, clean records and a tidy structure.
Build the evidence
2 to 4 weeksThe information memorandum and the supporting pack, written so a buyer's accountant can verify every line of it.
Reach the buyers quietly
6 to 8 weeksA target list, direct approaches and a blind campaign, with every enquiry qualified before it learns who you are.
Negotiate and sign
Offer to contractOffers turned into a conditional contract covering price, terms and timing, with your solicitor and accountant alongside.
Prove it and hand over
5 to 15 working daysDue diligence, conditions satisfied, stocktake, settlement, then the handover period you agreed to.
Each stage builds on the one before it. Full detail on every stage below.
Six to nine months, if the work was done first
Six to nine months from appraisal to settlement, of which three to six is the market campaign and the contract. Preparation before the appraisal is additional. Almost everything that decides the number happened before any of it started.
Typical timings, stage by stage
These are the clocks that can be sourced. 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 no overall duration is stated here. Business Queensland asks a buyer to review tax returns for a minimum of 3 previous years and a profit and loss statement for 3 years or longer, which sets the floor on how much document work a seller has to produce. Compiled from the Acts named in the table, ATO guidance on business tax debts and director penalties, and Queensland Office of Fair Trading claim fund guidance. Law stated as at 14 August 2026.
What actually happens at each stage
01Know your numberOne conversation
A confidential market appraisal works from your adjusted earnings, your assets and what comparable businesses have actually sold for. It tells you the likely selling range today, and just as importantly which parts of the business are pulling that figure down. It is free, it is private and it commits you to nothing. You are probably still one to three years from selling, and that is exactly the right time to find out. Read more on what your business is worth.
02Close the gaps12 months to 3 years
This is where the bulk of the money in a sale is actually made. The appraisal tells you which two or three things are costing you the most, and this stage is the work of fixing them: reducing how much of the business depends on you personally, broadening the customer base, separating personal spending from company spending, and getting records to a standard that survives scrutiny.
03Build the evidence2 to 4 weeks
The information memorandum does the explaining when you are not in the room. It sets out the financials, the operations, the staffing, the customer profile, the opportunity and the risks. It has to be accurate, because Australian consumer law requires disclosure of anything material to a buyer's decision, and because every figure in it gets tested later. Alongside it sits the evidence pack: reconciled financials, the add back schedule with reasons attached, plant and equipment lists, lease documents and key contracts. Assembling it now is what stops a deal stalling later.
04Reach the buyers quietly6 to 8 weeks
Two things run at once. The first is direct: a target list built specifically for your business, covering trade buyers, competitors who need your capacity, operators and investors, plus buyers already registered with me, approached discreetly and one at a time. The second is the blind campaign across the major business sale portals, where the business is presented in enough detail to attract the right buyer without being identifiable. Every enquiry is researched for genuine intent and financial capacity and signs a confidentiality agreement before anything identifying is released, so competitors fishing for information do not get through the gate.
05Negotiate and signOffer to contract
Offers are worked into a conditional sale and purchase agreement covering price, terms, conditions and the handover you are willing to give. Where more than one party is interested, that competition is used to improve both the price and the terms. A deposit is normally paid on signing and held in a trust account until settlement. Signing does not mean it is sold: the agreement will nearly always carry conditions, most commonly finance, due diligence, and the landlord consenting to assign the lease. Your solicitor drafts and reviews, your accountant checks the tax consequences of the structure, and I keep the buyer and their advisers moving.
06Prove it and hand overThe day it becomes real5 to 15 working days
The buyer now verifies everything presented: accounts, contracts, plant and equipment, customer and supplier detail, leases and returns, including the commercially sensitive material held back earlier. This is where under prepared sales fall apart, and where the work done in stage two pays for itself. Complex businesses take considerably longer than the typical window. Once conditions are satisfied the agreement is declared unconditional, solicitors finalise the legal documents, a stocktake is carried out just before settlement with both parties present, and the business transfers on the agreed date.
Who wrote this, and the experience behind it
Tony Pope holds Queensland Office of Fair Trading licence 4963575, issued in July 2026, and is a member of the Australian Institute of Business Brokers. He works from Gumdale, Queensland 4154.
What sits behind the licence is operating experience rather than deal volume. He co founded a toy business with his wife, owned it, built it and sold it, so he has been the seller in a transaction and has read the contract from that side of the table. He holds a Certificate IV in Training and Assessment and has built and designed online safety training programmes, which is work that lives or dies on whether a process can be written down and handed to someone else. He runs sales and marketing for a hinterland tree farm. His father in law spent a working life growing turf in Queensland, built the business to substantial scale and sold it to competitors.
The reason this page is built on sections and dates rather than assurances is that assurances are the part you cannot check. Every figure above carries an Act, a section, a register or a form, and the source list below is where each one comes from. Where the research could not confirm something, this page says so instead of filling the gap. Australian Consumer Law s18 and s29 apply to everything written here, and the Queensland Office of Fair Trading licensing register at ftlr.fairtrading.qld.gov.au is free to search if you want to verify the licence before you call.
Common questions about the process
How long does it take to sell a business?
Six to nine months from appraisal to settlement, of which three to six is the market campaign and the contract. Preparation before the appraisal is additional. Large or complex operations take longer. Once an offer is received it generally takes around six to eight weeks to complete the sale process. Preparation is in your control and is the biggest lever on both speed and price.
Do I have to stop running my business while it sells?
No, the opposite. You keep running it well, because a business that stays strong through the process holds its value and its momentum. That is one reason the marketing is confidential, so you can trade normally without staff, customers or competitors knowing.
When do I have to tell my staff?
Not until you choose to, usually late in the process once a sale is well progressed with a committed buyer. A confidential process is designed precisely so the timing of that conversation stays in your hands, not the market's.
Twenty five questions owners ask before they sell, answered in one place.
Go deeper
The long form, where it belongs
The full detail is on the pages below, each on its own page.
Check it yourself16 primary sources
Primary sources, none of them affiliated with me and none of them endorsing this site. Where anything here differs from an official source, the official source is right.
The terms your solicitor and the buyer will use13 definitions
Plain definitions of the words a buyer, a financier or a regulator will use. Where a term has a statutory anchor, it is named.
The instrument by which you appoint an agent. 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” (Property Occupations Act 2014 (Qld) s102(1)), maximum penalty 200 penalty units. It may be a single appointment for a particular service or a continuing appointment over a period (s102(5)). Queensland business and commercial work uses the PO Form 6A, version V1 dated May 2024, not the residential Form 6.
The test that decides whether commission is payable under an open listing, and where you sell privately under a sole agency. The term is used in PO Form 6A part 6, which sets out the three appointment types and when commission falls due under each. Under an exclusive agency the appointed agent is paid whoever sells during the term.
Under the Fair Work Act 2009 (Cth) s311, an employee whose employment with the old employer has ended, who becomes employed by the new employer within 3 months, doing the same or substantially the same work, where there is a connection between the two employers. Meeting the definition is what brings Part 2-8 into play.
The status that removes the buyer’s discretion. Where the buyer and the seller are associated entities, service transfers for annual leave and redundancy pay without the buyer having a choice (Fair Work Act 2009 (Cth) ss91 and 122). Where they are not associated entities, the buyer gets to decide.
The Queensland industrial relations term for a transfer of business. Under the Industrial Relations Act 2016 (Qld) s132, a transferred employee is an employee who becomes an employee of a new employer because of the transfer of a calling from a former employer, and the transfer does not break continuity of service. This is the provision that carries Queensland long service leave across.
Premises in a retail shopping centre, or used wholly or predominantly for carrying on a retail business, with a leased floor area of not more than 1,000 m2 (Retail Shop Leases Act 1994 (Qld) s5A and the dictionary). A retail shopping centre requires a cluster where 5 or more premises are used wholly or predominantly for retail businesses. Two 2025 tribunal decisions read the whole leased area rather than the retail part: Farmers Arms Tavern Pty Ltd v Barns [2025] QCAT 134 on 1,143 m2, and Suttons Beach Pavilion Pty Ltd v Moreton Bay City Council [2025] QCAT 135 on 1,287 m2.
A category of lessee under the Retail Shop Leases Act 1994 (Qld) that does not need a lawyer’s advice certificate to waive the 7 day disclosure period under s22B, and does not have to give the financial and legal advice reports required by s22D. Everyone else needs the lawyer’s certificate before a waiver counts.
The notice a lessee gives a lessor asking for consent to an assignment or other dealing, containing the information the lease requires, under the Property Law Act 2023 (Qld) s142. It starts the lessor’s 1 month decision period once full particulars have been provided. A request for further information under s142(4) is how a landlord restarts that period.
In the Personal Property Securities Act 2009 (Cth), the person who gives the security interest. A buyer searches the Personal Property Securities Register against the selling entity as grantor, using its ACN or ABN, and separately by serial number for vehicles and equipment.
Making a security interest effective against third parties, usually by registration on the Personal Property Securities Register. An unperfected security interest “vests in the grantor immediately before” a winding up, bankruptcy or administration event (Personal Property Securities Act 2009 (Cth) s267(2)). That provision protects a liquidator, not the buyer of a solvent business.
A supply under an arrangement under which “the supplier supplies to the recipient all of the things that are necessary for the continued operation of an enterprise” and “the supplier carries on, or will carry on, the enterprise until the day of the supply” (A New Tax System (Goods and Services Tax) Act 1999 (Cth) s38-325(2)). Both limbs have to be satisfied, on top of the three conditions in s38-325(1).
“A business asset of a Queensland business” (Duties Act 2001 (Qld) s34), including goodwill, a statutory business licence, a business name, a franchise right, a debt, a supply right and intellectual property used in Queensland for the business (s35). It is dutiable property under s10(1)(d), which is why Queensland transfer duty is part of an asset sale here.
A restraint of trade drafted as a matrix of alternative periods and areas, each expressed as a separate covenant, so that if the widest combination is struck out a narrower one survives. Australian courts will sever a divisible provision but will not rewrite the parties’ contract. Queensland has no equivalent of the Restraints of Trade Act 1976 (NSW), which lets a court read a restraint down, so the drafting carries more weight here.
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.