Key Takeaways
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Decide early whether you are selling business assets or company shares, and list exactly what is included.
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Buyers price what they can verify, so reconciled accounts and documented adjustments come before any listing.
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Finance, lease assignment, licence approvals and due diligence are conditions that generally need to clear before settlement.
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Confidential marketing and qualified buyers can help protect staff, customers and trading while the business is on the market.
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Settlement is a managed handover, with stock, adjustments, training and supplier introductions agreed in advance.
Selling a business in Queensland follows a recognisable sequence. Owners decide what they are selling, prepare the numbers and documents, settle on a price, find a buyer, agree terms, sign a contract and work through the conditions to settlement.
Each stage depends on the one before it. The price depends on the accounts, the contract depends on the lease and licences, and settlement depends on every condition being met.
Owners can manage the process with their accountant and solicitor, and a market-based business appraisal early on can indicate what the market may support before they commit to selling.
Many owners also work with a broker to sell a business in Queensland, who can manage pricing evidence, confidential marketing and buyer screening. Once listed, the business is compared with every other business for sale on the Gold Coast, so the preparation below shapes how it stands out.
Decide What You Are Selling
The sale structure and the list of what transfers shape the price, the contract and the buyer’s due diligence:
Sale Structure
Many small business sales are structured as asset sales. The buyer takes the goodwill, plant and equipment, stock, business name and agreed contracts, and the selling entity keeps its history and liabilities.
A share sale transfers the company itself, including its contracts, staff and past obligations. It may suit businesses with licences or contracts that are hard to reassign, but the buyer takes on more risk and may ask for broader warranties. Your accountant and solicitor can advise which structure suits your situation and its tax treatment.
Sale Inclusions
List every item that goes with the sale and every item that does not. Buyers generally want certainty on:
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Plant, equipment, vehicles and fit-out, with any finance or leases disclosed
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Stock, usually counted and valued on or just before settlement
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Intellectual property, trade marks, domain names and social media accounts
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Customer lists, supplier arrangements and existing contracts
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Premises lease and any options to renew
Any asset secured by a loan or finance arrangement generally needs to be released before settlement, which may mean paying out the debt from the proceeds. Search the Personal Property Securities Register for registrations against your business assets.
Get the Numbers Ready
Buyers, their accountants and their lenders will rely on your financial statements, tax returns and activity statements. Bring bookkeeping up to date, reconcile bank accounts and make sure takings are banked and traceable.
Separate personal spending from business spending. An accountant can prepare an adjusted profit figure that removes one-off and owner-related items, and those adjustments can increase or reduce profit. Document each adjustment so a buyer can trace it to the accounts, and do not assume a buyer will accept every adjustment.
Lodge and pay any outstanding tax, activity statements and superannuation before listing. Unpaid amounts may surface in due diligence and can lead to price retentions or extra warranties in the contract.
Set the Asking Price
A buyer generally prices a business on what they can reasonably expect to earn from it, adjusted for risk. Lease length, owner dependence, customer concentration and the quality of records can all shift that figure, and comparable sales in the same sector and region often carry more weight than a formula applied from a distance.
An appraisal drawn from comparable sales gives a starting point grounded in evidence. A price set above what the market supports may leave the listing without serious enquiries, and a later reduction can raise questions for buyers who saw it first. Settle the price before marketing starts, not after enquiries slow.
Prepare the Information Pack
The information memorandum is the document buyers read before they ask for a meeting. It describes the business, its history, operations, staffing, premises, financial summary and the reasons for sale.
Behind the memorandum sits a data room with the records a buyer may request during due diligence:
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Financial statements, tax returns and activity statements for recent years
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Current lease, any assignments and correspondence with the landlord
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Employee list with roles, start dates, agreements and leave balances
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Licences, permits, registrations and insurance certificates
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Supplier and customer contracts, equipment finance and maintenance records
Preparing this once, before listing, can avoid rounds of back and forth once a buyer is engaged.
Market the Business Confidentially
News of a sale can unsettle staff, customers and suppliers, and may reach competitors. Listings generally describe the business without naming it, and detailed information is released only after a buyer signs a confidentiality agreement and shows they can fund the purchase.
Qualifying buyers also protects the seller’s time. A buyer with finance in place, relevant experience and a clear reason for buying is more likely to reach settlement than one who is browsing. A broker can handle enquiries and screening so the seller can keep trading as normal.
Negotiate the Full Terms
Price is one term among several. Before a contract is drafted, agree:
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Deposit amount and when it is paid
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Settlement date and the conditions that must be met first
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Stock treatment, whether included in the price or paid for separately
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Training and handover period, and whether it is paid
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Restraint of trade on the seller, covering area, activity and duration
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Treatment of employees, leave entitlements and key staff
Record the agreed terms in writing before they go to the solicitors. Changing a term after drafting can add time and unsettle the buyer.
Work Through the Contract Conditions
A solicitor prepares or reviews the sale contract. Common conditions include the buyer’s finance, landlord consent to assign the lease, licence approvals and a due diligence period in which the buyer can verify what has been disclosed.
Each condition has a date. Depending on the contract, a missed date may allow a party to end the contract, so track each one and supply the buyer’s advisers with what they request. Before signing, have your solicitor take you through the key contract checks, including condition dates, extension provisions and the seller’s warranties.
Manage the Lease, Licences and Staff
Landlords generally need to approve the incoming tenant before the lease can be assigned, and may ask for financial information, references and a guarantee. For retail shop leases, the Retail Shop Leases Act 1994 (Qld) also sets disclosure steps. Start the landlord conversation as soon as a buyer is identified, and have your solicitor check what the lease and the Act require.
Do not assume licences move with the business. A Queensland food business licence is issued by the local council and generally cannot be transferred, so the buyer applies for their own, while a liquor licence requires a transfer application. Selling a cafe or restaurant usually involves several of these approvals, along with any trade licences and council permits. Build each one into the settlement timeline from the start.
Employees do not transfer automatically. The buyer decides whom to offer employment, and the treatment of accrued leave and other entitlements depends on the contract and the transfer of business rules under the Fair Work Act 2009 (Cth). Plan when to tell staff with your advisers, and confirm the entitlement treatment with an employment adviser or solicitor.
Complete Settlement and Handover
Settlement is when funds change hands and the business transfers. Before settlement, the parties agree adjustments for rent, outgoings, prepaid items and employee leave, count stock if it is being paid for separately, and confirm that all conditions have cleared.
After settlement, the handover begins. Introduce the buyer to suppliers, key customers and the landlord, transfer accounts, domain names and social media access, and work through the agreed training period. Your accountant can then finalise the entity’s tax position, and the business name is transferred to the buyer or cancelled through the Australian Securities and Investments Commission.
Start With the Accounts
Ask your accountant to bring the books up to date and prepare a documented adjusted profit figure before you approach the market. Those records feed the price, the information pack and due diligence, so every later stage depends on them.
Once your accounts are in order, Bond Business Brokers can work through the remaining sale steps with you.
Common Questions
Will I pay capital gains tax when I sell my business?
Capital gains tax (CGT) may apply to gains on goodwill and other business assets. Small business CGT concessions may reduce, disregard or defer some or all of the gain if the eligibility conditions are met, so ask your accountant or tax agent to check before the sale is structured.
Can a restraint of trade stop me opening another business?
A restraint in the sale contract may limit what activities you can carry on after settlement, where and for how long. Whether it is enforceable depends on its terms and the circumstances, so have your solicitor review its scope before you sign.
What happens to my Australian Business Number after the sale?
The Australian Business Number (ABN) belongs to the selling entity, so after an asset sale it stays with you. In a share sale, it stays with the company the buyer acquires. Your accountant can advise whether and when to cancel the ABN and any goods and services tax registration once the entity’s affairs are finalised.
This article provides general information only. Obtain advice from appropriately qualified advisers about your circumstances before entering into a transaction or relying on tax, legal or regulatory information.