Free confidential appraisal · Queensland
Why get an appraisal before you are ready to sell
What twelve months to three years of preparation is worth, and what it changes about the price.
Free confidential market appraisal. No charge before we meet or after. Last updated 15 September 2026.
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Why get an appraisal before you're ready to sell
Here is the part many owners miss. The best time to find out what your business is worth is not when you are ready to sell. It is one to two years before, because knowing your number and the levers that move it turns those years into deliberate value building instead of drift.
An owner who learns their multiple is being held down by owner dependence has time to fix it. An owner who discovers half their value is trapped in undocumented add backs has time to sort the books. An owner who is closer to sale ready than they thought can move now while their sector is hot. The appraisal is free and confidential, so there is no reason to wait until the decision is made to get the information that should inform it.
The price is agreed months before anybody defines what has to be left in the business
Working capital is the net short term funding the business needs to trade: trade debtors plus useable stock plus prepayments, less trade creditors, accrued expenses and any employee entitlements the buyer assumes. In a business asset sale cash at bank is usually yours, because you keep the bank account. In a share sale cash is part of what is being bought, and the price is expressed cash free and debt free against a working capital target.
A properly drafted agreement does four things. It agrees a target level, usually the average of the preceding 6 or 12 months, on a stated formula with stated inclusions and exclusions. It provides for completion accounts within an agreed number of days after settlement, applying the same formula and the same accounting policies. It adjusts the price dollar for dollar against the target, sometimes with a small deadband so trivial movements do not trigger an adjustment. And it names an independent accountant to determine disagreements. If the target was struck on figures including work in progress and the completion accounts exclude it, the adjustment is meaningless.
Employee entitlements move price mechanically as well. Accrued annual leave and long service leave either transfer with an adjustment at settlement or are paid out, and the treatment has to be agreed in the contract rather than assumed.
Stock sits outside the price, and the tax follows market value rather than the stocktake sheet
Saleable trading stock is commonly excluded from the quoted price and counted at or immediately before settlement, then added at an agreed value. Stock levels move, so a price struck three months out would otherwise be wrong on the day. It also stops a buyer paying a goodwill multiple on inventory, which is a dollar for dollar asset rather than an earnings generator.
Five things have to be agreed in the contract. The basis of value, usually the lower of cost and net realisable value, cost being your landed cost excluding GST. What counts as saleable, with age limits, damaged goods, superseded lines and stock without current certification excluded or discounted on an agreed scale. A cap on the amount the buyer must take, so the business cannot be loaded before settlement. Who counts, when, and who resolves a dispute, often a jointly engaged stocktaker. And the GST treatment, because where the sale is a GST-free supply of a going concern under section 38-325 of the A New Tax System (Goods and Services Tax) Act 1999, the stock forms part of that supply. Retail value is not a stock at valuation basis and should never be agreed.
Section 70-90 of the Income Tax Assessment Act 1997 is the point owners miss. Where you dispose of an item of trading stock outside the ordinary course of a business you carry on, your assessable income includes the market value of the item on the day of the disposal, and subsection (2) provides that the amount you actually receive is not included. A bulk sale of stock with a business is a disposal outside the ordinary course. An artificially low stocktake figure agreed to get a deal across the line does not change your tax position. Work in progress is not stock either: it has its own basis and its own transfer mechanism, and it needs to be dealt with expressly.
Small business CGT concessions: the tests and the figures
| Test or concession | What it requires | Figure | Reference period |
|---|---|---|---|
| CGT small business entity, entry test | Aggregated turnover, including affiliates and connected entities | Less than $2 million a year | 2026-27 |
| Maximum net asset value test, entry test | Net value of your CGT assets, plus those of connected entities and of affiliates, just before the CGT event, under section 152-15 of the ITAA 1997 | Not more than $6,000,000 | Current; section last amended by Act No. 41 of 2011, effective 27 June 2011 |
| Active asset test, asset owned 15 years or less | Active for half the test period, which need not be continuous | Half the test period | Current |
| Active asset test, asset owned more than 15 years | Active for part of the test period | 7.5 years | Current |
| 15 year exemption | Continuous ownership for the 15 year period ending just before the CGT event, and aged 55 or over with the event in connection with retirement, or permanently incapacitated with no age requirement | The whole capital gain is disregarded, and it is applied first | Current |
| 50 per cent active asset reduction | Applies automatically unless you choose otherwise, after capital losses and after the general CGT discount | 50 per cent of the remaining gain | Current |
| Retirement exemption | Lifetime limit per individual, or per CGT concession stakeholder for a company or trust. Under 55, the exempt amount must be paid into a complying superannuation fund or a retirement savings account. | $500,000 | Current |
| Small business rollover | A replacement active asset acquired, or a capital improvement made, within the replacement asset period. Failure triggers CGT event J5; an insufficient replacement cost triggers CGT event J6. | Starts 1 year before the last CGT event in the income year; ends the later of 2 years after that event and 6 months after the latest earnout benefit becomes due | Current |
| Significant individual | Small business participation percentage in the company or trust | At least 20 per cent | Current |
| 80 per cent test, shares or trust interests only | Market value of active assets, financial instruments and cash inherently connected with the business | At least 80 per cent | Current |
| 90 per cent test, shares or trust interests only | Combined small business participation percentage of the CGT concession stakeholders | At least 90 per cent | Current |
| Connected entity control percentage | Voting power, income or capital. Modified down to 20 per cent for the shares and trust interests conditions. | 40 per cent standard, 20 per cent modified | Current |
| CGT cap for superannuation contributions | Applies to amounts exempted under the 15 year exemption or the retirement exemption, and only where the CGT cap election form reaches the fund no later than the time the contribution is made | $1,935,000 | 2026-27 |
| CGT cap, prior income years | Same | $1,865,000, then $1,780,000 | 2025-26, then 2024-25 |
Figures from ATO published guidance on the small business CGT concessions and on key superannuation rates and thresholds, and from section 152-15 of the Income Tax Assessment Act 1997, read in August 2026. Neither the $6,000,000 threshold nor the $500,000 retirement exemption limit is stated by the ATO to be indexed, so treat them as fixed amounts unless confirmed. Whether you qualify is decided by your accountant and your tax adviser, not by your broker.
The tax is settled by decisions made before you sell, not after
Two identical businesses sold for the same price can produce net proceeds that differ by hundreds of thousands of dollars. Nothing about that difference is decided by what the business sold for. It is decided by whether the entry tests are satisfied, whether the asset is an active asset, and whether the sale is structured as an asset sale or a share sale.
When you ask what your business is worth, you are usually asking what you will have left. Those are different questions with different people answering them. Get the tax position worked out before the contract, because several of these tests are decided by facts you can still change, and none of them can be changed after settlement.
This explains how the rules generally work on a business sale. It is not advice about your situation, and nothing here should be acted on without your accountant running your actual numbers.
Tony Pope is not a registered tax agent and does not give tax advice. Deal structure changes what you keep, sometimes by more than the negotiation does, so get that advice before you sign anything.
Tony Pope is a licensed business broker, not a solicitor. This explains how these rules and clauses usually work so you can have a better conversation with your lawyer.
Your contract should be drafted and reviewed by a solicitor. Where anything on this page differs from an official source or from your own legal advice, that source and that advice are right.
Shares in a private company are a financial product under the Corporations Act 2001. Tony Pope does not hold an Australian Financial Services Licence and does not give financial product advice. Nothing on this page is a recommendation to buy or sell shares.
Where a sale is structured as a share sale, the share transfer itself is handled by your solicitor and your accountant. This page explains why the structure matters to your licence, your accreditation or your registration. It does not tell you which structure to choose.
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.
Find out what your business is worth
Thirty minutes on the phone or in person, and you will leave with a number built from your own figures rather than a rule of thumb. It costs nothing and nobody finds out you asked.