Selling Your Business in Australia
Selling a business is one of the biggest commercial decisions a business owner will ever make. Whether you’re planning to sell your business this year or simply thinking ahead, understanding the business sale process in Australia puts you in a stronger position.
Too often, business owners only speak to a lawyer once a buyer is already lined up. By then, issues with contracts, leases, intellectual property, or structure can delay settlement or reduce the sale price.
This guide is designed for Australian business owners who want a smooth business sale, a clean exit, and certainty at every stage. It covers how to prepare your business for sale, what happens during the sale process, and what obligations continue after settlement.
Stage 1. Getting Your Business Ready for Sale
Even if you’re not planning to sell immediately, running your business as if it could be sold at any time puts you in a stronger position. Buyers pay for certainty, and preparation reduces delays, renegotiations, and deal risk.
Seller’s Due Diligence
A proactive seller’s due diligence allows you to identify and fix issues before a buyer finds them. This is often done with the help of a commercial lawyer and accountant and should cover:
- Business name and trademarks – Confirm that all business names and intellectual property are registered correctly and owned by the right entity.
- Key contracts – Customer, supplier, and service agreements should be in writing. Handshake deals create uncertainty and reduce value.
- PPSR charges – Clear out any old or historical PPSR registrations over business assets to avoid settlement delays.
- Lease matters – Review your lease terms and identify any issues that could concern a buyer, such as short lease terms or unfavourable conditions.
- Licences and permits – Make sure all required licences are current, transferable, and documented.
Financial Preparation
Your accountant plays a key role at this stage. Clean, accurate financials help buyers assess risk and support your asking price. Any inconsistencies or gaps can slow down due diligence or lead to price reductions.
Stage 2. The Contract Stage
Once a buyer is found and commercial terms are agreed, the process moves into the contract phase. This is where legal precision matters.
Documenting Commercial Terms
Early documents such as a Heads of Agreement or Expression of Interest usually outline:
- Purchase price
- Parties to the transaction
- Settlement date
- Due diligence conditions
While often non‑binding, these documents set the framework for the final contract.
Negotiating the Business Sale Agreement
The business sale agreement will deal with issues including:
- Restraint of trade – How long and where you are restricted from competing after the sale.
- Employee entitlements – How accrued leave and other entitlements are handled.
- Purchase price allocation – How the price is split across assets.
- Risk allocation – What happens if something goes wrong between signing and settlement.
Attachments and Disclosure
A well‑prepared contract includes detailed schedules and attachments, such as:
- Asset lists
- Intellectual property schedules
- Lease documents
- Licences and permits
- Employee details
Clear disclosure at this stage protects both parties and reduces post‑sale disputes.
Exchange and Deposit
Once the contract is signed, the buyer typically pays a deposit, which is held until settlement. From this point, both parties are legally committed, subject to any conditions.
Stage 3. Settlement
Settlement is where ownership formally transfers from seller to buyer. While it can feel like the finish line, there are many moving parts to manage.
Key Settlement Steps
- Lease assignment – Entering into a Deed of Assignment and, where possible, securing a release from ongoing lease obligations.
- Business name transfer – Completed through ASIC Connect using a consent‑to‑transfer number.
- Licences and permits – Transferring operational licences to the buyer, which can take time.
- Plant and equipment – Ensuring leased or financed equipment is properly dealt with.
- Employee matters – Informing staff, calculating entitlements, and confirming transfer arrangements.
- Third‑party contracts – Assigning or terminating customer and supplier contracts in line with their terms.
Settlement Adjustments
Financial adjustments are agreed at settlement, including rent, outgoings, stock, and other apportionments. If stock is excluded from the sale, a stocktake may be required.
On settlement day, funds are transferred, keys and access are handed over, and control of the business changes.
What Happens After You Sell Your Business?
Settlement isn’t the end of your obligations. There are several important matters to address after the sale.
Finalising Post‑Completion Documents
Some legal steps continue after settlement, including finalising any remaining documents and ensuring all contractual obligations have been met.
Tax and Financial Matters
You’ll need to work closely with your accountant to:
- Address tax liabilities arising from the sale
- Finalise outstanding financial obligations
- Ensure proceeds are correctly distributed
Restrictive Covenants and Non‑Compete Obligations
Most business sales include restraints that limit your ability to compete or solicit clients or staff. It’s important to clearly understand what you agreed to and comply with these obligations.
Run‑Off Insurance
Run‑off insurance can protect you from claims that arise after the sale but relate to the period when you owned the business. Your insurance broker can advise whether this is appropriate for your situation.
Selling a business is not a single transaction. It is a structured legal and commercial process that starts well before you go to market and continues after settlement.
The earlier you prepare, the more control you retain over price, timing, and risk. Clean contracts, clear ownership of assets, and proper legal advice help avoid delays, renegotiations, and post-sale disputes.
Working with an experienced commercial lawyer who regularly handles business sales allows you to anticipate issues before they arise and move through the process with confidence.
Thinking About Selling Your Business?
If you are considering selling your business now or in the future, a short conversation early can save significant time, stress, and cost later.
We offer a free discovery call with one of our legal team to:
- assess whether your business is sale-ready
- identify legal risks that could impact value or settlement
- explain the business sale process in plain language
- outline next steps with clear, fixed-fee options
There is no obligation and no legal advice given on the call. It is simply a chance to get clarity before you move forward.
Book your free discovery call here:
✅ Book a chat with our team today – Free Discovery Call
Disclaimer: This blog post is intended for informational purposes only and should not be considered legal advice. Consult with a qualified commercial lawyer for personalised advice related to your specific circumstances.
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