Business sale checklist: what to have ready before you list

If a serious buyer asked for your last five years of accounts tomorrow morning, how long would it take you to send them?

For most owners the honest answer is weeks. The accounts are with the accountant, the lease is in a drawer, the supplier terms were agreed on a phone call, and the staff contracts were never signed.

That is why a business sale checklist matters before you list, not after. A buyer reads slow answers as hidden problems. Every week you spend finding a document is a week they spend wondering what else is missing.

Nearly every business has gaps like these. The difference is whether you find them first.

Why the checklist comes before the listing

Once a business is on the market, the clock belongs to the buyer. They set the questions, the deadlines and the order.

Before you list, the clock is yours. You can fix a short lease, tidy a set of accounts or write down a process without anyone watching. After you list, the same fix becomes a negotiation.

A gap found by you is a task. A gap found by the buyer is a discount.

The Queensland Government's guide to valuing a business says buyers often ask for five years of financial statements where they exist, along with turnover trends and the reasons behind any spikes. Start there, and work outwards.

The business sale checklist

Use this as a working list. Put each item in one shared folder, and note who holds anything you cannot find.

Financials

• Profit and loss statements and balance sheets. Ideally five years, with the current year to date.
• Tax returns and activity statements. Lodged, up to date and matching the accounts.
• Recast profit. Your profit adjusted for a fair owner salary, personal expenses and genuine one-offs, with evidence for each adjustment.
• Revenue breakdown. By customer, product and month, so a buyer can see concentration and seasonality.
• Debts and liabilities. Loans, leases on equipment, guarantees and anything owed to the ATO.
• Stock list. Current, valued, with obsolete stock identified and written down.

Legal and structure

• Ownership structure. Who owns the business and through what entity: company, trust, partnership or sole trader.
• Premises lease. Term remaining, options, rent reviews, and whether the landlord must consent to an assignment.
• Licences and permits. What you hold and whether each one can be transferred. Business.gov.au warns that licence transfers can take up to 12 months.
• Key contracts. Customer, supplier and franchise agreements, especially any with change-of-control clauses.
• Intellectual property. Business name, trade marks, domain names, website and social accounts, registered to the business, not to you personally.
• Disputes and claims. Anything current or threatened, in writing, with where it stands.

People

• Staff list. Roles, start dates, pay, award or agreement, and accrued leave.
• Signed employment contracts. For every employee, plus contractor agreements.
• Super and payroll records. Paid and up to date. A buyer will check.
• Key person plan. Who can run each part of the business without you, and for how long.

Operations

• Written systems. How the work actually gets done: opening, ordering, quoting, delivery, month-end.
• Supplier list. Terms, contacts and how long you have dealt with each one.
• Customer relationships. Who owns each major account, and whether that person is staying.
• Asset register. Equipment, vehicles and fit-out, with condition and ownership.

Your sale terms

• Your reason for selling. One true paragraph. Business.gov.au notes that buyers will ask, and a vague answer sends them looking for a problem.
• What is included. Assets, stock, the business name, intellectual property and any property, written down before the first meeting.
• Handover plan. How long you will stay, what you will train the buyer on, and what happens to key staff.
• Your walk-away terms. The lowest price, the longest settlement and the conditions you will not accept, decided before an offer lands, not during it.

The last item is the one owners leave blank. Decided early, a walk-away number protects you. Decided under pressure, it usually moves.

Of everything on this list, written systems are the item that will cost you most if they live only in your head. I wrote about why in founder dependency is a valuation discount.

The tax line on the checklist owners skip

Most checklists stop at documents. The one that matters most to what you keep is the tax position, and it needs time.

In Australia, the small business CGT concessions can reduce or remove the capital gain on a sale if you qualify. The ATO's basic conditions include either an aggregated turnover of less than $2 million or a total net value of CGT assets that does not exceed $6 million. Your own home, to the extent it is used privately, and your super are left out of that test.

The asset also has to pass the active asset test: active for at least half the test period, or seven and a half years if you have owned it for more than fifteen years.

If you meet those conditions, there are four concessions to work through with your accountant:

Concession	What it does, per the ATO
15-year exemption	Disregards the whole gain if you have owned the asset continuously for fifteen years and you are 55 or older and selling in connection with retirement, or permanently incapacitated.
50% active asset reduction	Reduces the remaining gain by half, and applies automatically unless you choose otherwise.
Retirement exemption	Disregards gains up to a lifetime limit of $500,000. If you are under 55, the exempt amount must be paid into a complying super fund.
Roll-over	Defers the gain if you buy a replacement active asset, generally from one year before to two years after the sale.

The roll-over matters if you plan to buy your next business. Selling is not the end of the cycle. It is how you fund the next one.

These rules have more conditions than a blog can cover. Talk to your accountant well before you list.

Why I work from a checklist

I use this list because I have sat on the buyer's side of it.

I bought my own hotel franchise at twenty-eight, with money borrowed from family and friends, and paid it back within twelve months. When the money is borrowed from people you love, you read every document twice. You want the lease, the numbers and the contracts in front of you before you sign anything.

Every buyer feels some version of that. A seller who hands over a complete folder on day one removes the fear. A seller who sends documents one at a time feeds it.

Buyers do not pay for your story. They pay for your paperwork.

Do this before Friday

Create one folder called "Sale ready". Put three things in it this week: your last three years of profit and loss statements, your premises lease, and a list of every licence you hold.

Whatever you cannot find in ten minutes goes to the top of your list.

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

If you want a second set of eyes on your checklist before a buyer sees it, book a free face-to-face consultation with me (JZ). We will go through what is ready, what is missing, and what to fix first. Book your free consultation, or read how I work with owners on the exit page. If you are already thinking about what to buy next, start with the acquisition page.