The steps to sell a business in Australia, start to settlement

When a buyer finally says yes, do you know what happens next?

Most owners picture the sale as one moment: a handshake, a number, a cheque. In practice it is a sequence of months, and the handshake sits somewhere in the middle.

The steps to sell a business in Australia run from the decision to sell all the way through to settlement and handover. Owners who know the sequence plan for it. Owners who do not find out one surprise at a time, usually after they have already told the staff.

Not knowing the order is normal. Most people only sell a business once or twice in their life.

The steps to sell a business, in order

The government's guide to selling your business on business.gov.au covers the same ground in more detail. Here is the sequence as it plays out in a real sale:

1. Decide why, and when. Know your reason before a buyer asks for it, and give yourself a runway of a year or more.
2. Prepare the business. Clean books, documented systems, a lease with term left, and a team that can run without you.
3. Value it and set a price. Recast the profit the way a buyer will, then work out what it supports.
4. Decide what is for sale. Assets, stock, the business name, intellectual property, any property, and whether you sell the assets or the company.
5. Find and qualify buyers. Through a broker, your own network, competitors, staff or customers, under a confidentiality agreement.
6. Negotiate the terms. Price, deposit, settlement period, handover training and what happens to staff.
7. Get through due diligence. The buyer tests every claim you have made.
8. Sign the contract. A legally binding sale agreement, drafted by a lawyer.
9. Look after your people. Tell staff what the sale means for them and meet your obligations.
10. Settle and hand over. Transfer leases, licences and accounts, finalise tax, and train the new owner.

The list looks tidy. The work is not. Most of the value is won or lost in steps one to three, long before a buyer appears.

Before you list: steps one to four

Buyers will ask why you are selling. Business.gov.au flags this directly, and it is the first test of trust. A clear, true answer helps. A vague one makes the buyer look for the problem you are not mentioning.

Then comes preparation. This is the stage owners most want to skip, and the one that pays the most. Every gap a buyer finds becomes either a lower price or a condition in the contract. The Queensland Government's guide to valuing a business notes that buyers often ask for five years of financial statements, and look at reliance on specific people and what happens when the owner leaves.

If the business only works because you are in it, that is the first thing to fix. I wrote about it in founder dependency is a valuation discount.

Next, value the business on the buyer's terms, with a fair salary for your own role taken out of profit. Then decide exactly what you are selling. An asset sale and a share sale are different transactions with different tax outcomes, and the choice affects who carries the old liabilities.

This is also the moment to talk to your accountant about tax. The small business CGT concessions have conditions that are easier to meet with time to plan than at the last minute. Talk to your accountant before you list.

While you market it: step five

Finding buyers is less about reach and more about fit. Business.gov.au lists brokers or agents, media, your networks, word of mouth, and current or former staff and customers as places to look.

Whatever route you take, protect the information. Ask for a signed confidentiality agreement before anything sensitive changes hands, and release detail in stages. The guide also reminds sellers to check their state or territory's disclosure laws and to follow the Australian Privacy Principles when sharing personal information.

Qualify every buyer before you spend time on them. Ask how they will fund the purchase and what they plan to do with the business. A buyer without funding is not a buyer. They are a conversation.

From offer to contract: steps six to eight

When an offer arrives, the headline price is only one term. Business.gov.au lists the price, a deposit (which it says is usually 10% of the sale price), the settlement period, handover training and arrangements for staff as the points to agree.

Those terms often matter more than a small difference in price. A higher offer with a long earn-out, heavy conditions or a vague handover can leave you worse off than a lower clean one.

Then due diligence. The buyer and their accountant will test your financials, contracts, lease, staff records and compliance. Business.gov.au is clear that what you tell a buyer must be accurate, and you must not mislead or deceive.

The rule is simple. Disclose early, disclose in writing, and never let a buyer discover something you knew about. I covered why in your buyer will forgive bad news, not late news.

Once diligence is done, the sale agreement is drafted. Business.gov.au recommends having a legal professional prepare it. It sets out the price, payment, handover date, what is included, any conditions, and restraints such as confidentiality or non-compete terms. Read every clause before you sign. A restraint you skimmed can stop you working in your own industry for years.

From contract to settlement: steps nine and ten

Your staff need to hear from you, and at the right time. Business.gov.au explains that under the Fair Work Act you must give written notice or payment instead of notice when employment ends, including for staff who move across to the new owner. Some entitlements carry over to the buyer and others do not, so the contract should say who pays what.

Then the practical transfers. Leases, licences, permits, utilities and supplier accounts all need to move or close. The same guide warns that licence transfers can take up to 12 months, so start these early if your business depends on one.

On the tax side, GST may apply to the sale. The ATO notes that no GST is payable on the sale of a going concern if certain conditions are met, which your accountant and lawyer should confirm in the contract. After settlement you will finalise your tax returns and activity statements, cancel or transfer your ABN and business name, and keep your records. The ATO says you need to keep these records for five years.

Settlement is not the finish line. It is the handover. Until the transfers are complete, you can still be on the hook for the lease and other obligations.

How long it takes to sell a business

There is no honest single number. It depends on the size of the business, how ready it is, and how many buyers want it.

What I can say is that preparation is the part you control. A business that walks into the market ready moves faster through every later step, because diligence finds less and the contract needs fewer conditions. Time spent before listing comes back during the sale.

Why I sell this way

I run every sale in this order because the order is what protects the price.

I sold a supermarket-anchored shopping centre on a sub-5.5% yield. A sharp yield like that is the buyer paying for certainty. They could see the leases, the income and the tenants clearly, so they were willing to pay more for it.

The same logic applies to a café, a trade business or a clinic. Buyers pay for what they can verify. Preparation turns your claims into evidence.

Rushed sales get discounted. Prepared ones get competed for.

Do this before Friday

Write one paragraph that answers the question every buyer will ask first: why are you selling? Make it true, make it short, and read it out loud.

If it sounds like a problem, you have found step one of your preparation.

Thinking of selling your business, or buying the next one?

If you want to map your own sale from today to settlement, book a free face-to-face consultation with me (JZ). We will work out where your business sits in the sequence and what to do first. Book your free consultation, or see how I work with owners on the exit page.