Selling a business is part strategy, part documentation, and part regulation. At Everest Commercial Property & Business Brokers, we advise owners to start preparation 6–12 months before going to market so you can maximise value, reduce buyer risk, and keep the deal timetable under control. Below is a structured, Australian‑specific playbook you can follow.

1) Clarify the Sale Structure and Your Objectives

Decide early whether you’re selling assets (business and assets purchase) or equity (shares/units). Asset sales are common for SMEs because they let buyers “cherry pick” assets and limit assumed liabilities; share sales can suit clean, well‑governed entities and may simplify contract novation. Your objectives—price, speed, tax efficiency, or staff continuity—will influence this choice and the preparation steps that follow (e.g., which contracts must be assigned, what liabilities need to be settled).

Tax planning tip: Speak with your accountant about eligibility for the Small Business CGT Concessions (15‑year exemption, 50% active asset reduction, retirement exemption, rollover). These concessions can materially reduce or defer tax on the sale of active business assets if conditions are met (turnover/NAV tests, active asset test, and—if selling shares—significant individual test). (reference)

2) Get Sale‑Ready Financials and a Supportable Valuation

Financial hygiene drives buyer confidence and valuation. Prepare:

  • Three years of accrual‑basis financials, current YTD results, BAS/IAS, and payroll/super records.
  • A normalised EBITDA schedule showing add‑backs (owner’s wages above market, one‑offs, non‑operating costs).
  • Working capital profile to inform any target working capital at completion.

For valuation, brokers and valuers will triangulate market multiples (sector and size), asset value, and risk (customer concentration, contracts, compliance). If the sale will trigger CGT, model scenarios to test the impact of the CGT concessions before setting price expectations. (reference)

3) De‑risk the Business Through Pre‑Sale Due Diligence

Buyers will look for red flags—beat them to it. Build a secure data room with:

  • Corporate records: ASIC extracts, constitution/shareholder agreements, business name registration and any business name transfer roadmap (via ASIC Connect with a transfer number process). [asic.gov.au]
  • Contracts: Key customer/supplier agreements, IP registrations, equipment leases, finance agreements, and any change‑of‑control/assignment clauses.
  • PPSR checks: Identify and discharge security interests over plant, stock, vehicles, or IP so assets can transfer free of encumbrances. Buyers should also check the PPSR during due diligence; releases are typically a settlement condition. [ppsr.gov.au], [lawbase.com.au]
  • Regulatory compliance: Licences/permits, safety records, and ACL compliance practices (advertising, refunds, consumer guarantees). [business.gov.au]
  • People: Org chart, role summaries, and details relevant to a transfer of business under the Fair Work Act (see s.311 for when a transfer occurs). [fairwork.gov.au], [www5.austlii.edu.au]

A clean data room not only streamlines buyer due diligence but strengthens your negotiating position on price and warranty scope.

4) Plan for Employees and “Transfer of Business” Obligations

In most SME asset sales, employees are offered roles with the buyer. Where a transfer of business occurs (employee moves within 3 months, substantially the same work, and there’s a connection between old and new employer), certain instruments (e.g., enterprise agreements) can follow the employee. Buyers and sellers must decide which entitlements will be recognised and which will be paid out at completion, consistent with the Fair Work Act and Fair Work Ombudsman guidance. [fairwork.gov.au], [fairwork.gov.au]

Deal tip: Clarify early how annual leave, long service leave, and redundancy will be treated. The new employer may choose not to recognise some service where the entities are not associated—changing who pays which entitlements on completion. Capture this allocation clearly in the sale agreement and completion statement. [fairwork.gov.au]

5) Review Your Lease: Assignment, Landlord Consent, and Disclosure

For premises in Victoria covered by the Retail Leases Act 2003 (Vic), assignments (transfers) follow a set procedure. The outgoing tenant must provide the proposed assignee with the lessor’s disclosure statement (or request an up‑to‑date statement from the landlord, who must provide it within 14 days), and the landlord must deal with consent expeditiously—consent may even be taken to be given if they fail to respond within 28 days after you’ve met the statutory steps. [vsbc.vic.gov.au]

Action: Start landlord discussions early, assemble required disclosures, and evidence of the buyer’s financial capacity and experience. Delays on consent are a common settlement blocker. [vsbc.vic.gov.au]

6) Protect Personal Information During the Sale

During pre‑sale marketing and due diligence, handle customer and employee personal information carefully under the Privacy Act 1988 and Australian Privacy Principles if you’re an APP entity (generally turnover > $3m or if you trade in personal information, provide health services, etc.). Provide de‑identified data where possible during due diligence; obtain consents or ensure disclosure is otherwise permitted before sharing identifiable information. Post‑completion, notify customers where required and update privacy notices. [oaic.gov.au], [business.gov.au]

With privacy reforms increasing penalties and enforcement powers, this area is moving fast—bake privacy compliance into your sale plan and contracts (e.g., warranties/indemnities regarding lawful handling and transfer of data). [invotec.com.au]

7) Craft a Credible Information Memorandum (IM)

An effective IM tells a true, complete story. Under the Australian Consumer Law, misleading or deceptive conduct (including in sale materials) is prohibited—ensure claims are supportable, financials reconcile to source documents, and known risks are disclosed. Include: market positioning, revenue streams, customer mix, supply chain, key staff, assets, technology stack, and growth opportunities. [business.gov.au]

8) Execute a Disciplined Go‑to‑Market Process

  • Buyer targeting: Use a curated list (trade competitors, adjacent sectors, private buyers, and financial investors).
  • Confidentiality: Use NDAs before releasing detailed packs; stage disclosures to protect competitive information and privacy.
  • Offer and terms: Compare price, structure (earn‑outs, vendor finance), conditions (due diligence, finance, landlord consent), and timing.
  • Warranties & risks: Expect a warranty schedule covering ownership, no encumbrances, financial accuracy, compliance, employees, tax, and IP. Limit liability with caps, baskets, time limits, and disclosures; buyers rely on warranties but they are not a substitute for due diligence. [corestone.com.au]

9) Prepare for Settlement: Conditions, Releases, and Handover

Build a completion checklist and align your advisers:

  • Security releases: Obtain PPSR discharge statements and bank consents; ensure all releases are ready in registrable form before funds flow. [ppsr.gov.au]
  • Business name transfer: If the name is part of the deal, initiate the ASIC transfer request so the buyer can re‑register it with the transfer number. Time this carefully to avoid gaps. [asic.gov.au]
  • Lease assignment: Provide signed assignment documents, disclosure statements, and landlord consent. [vsbc.vic.gov.au]
  • Employee novation/offers: Prepare letters of offer, service recognition deeds, and payout calculations per the agreed position. [fairwork.gov.au]
  • Data & systems: Handover plans for accounting, POS/ERP, domains, websites, and cloud apps, ensuring lawful transfer of accounts and de‑provisioning access consistent with privacy obligations. [oaic.gov.au]

10) Don’t Leave Money on the Table: Post‑Sale Tax and Super

If eligible, apply the small business CGT concessions in the correct order and within the required timeframes (e.g., contributions to super under the lifetime CGT cap where relevant). Work with your tax adviser to lodge elections and document how conditions were met. [ato.gov.au], [mlc.com.au]

Common Pitfalls We See (and How to Avoid Them)

  1. Undischarged PPSR interests on assets derail settlement—start discharge requests early and verify on the register. [lawbase.com.au]
  2. Lease consent delays—engage the landlord early; provide complete packs to trigger statutory timelines. [classic.au…lii.edu.au]
  3. Privacy missteps—sharing identifiable customer lists before consent or a lawful basis—use aggregated or de‑identified data during due diligence. [oaic.gov.au]
  4. Employee entitlements misunderstandings—document who recognises service and who pays what at completion to align with Fair Work rules. [fairwork.gov.au]
  5. CGT planning too late—model scenarios months in advance to optimise concession availability. [ato.gov.au]

Final Word from EverestCPBB

A well‑prepared business sells faster and for more, with fewer surprises. If you’d like a confidential readiness assessment, our brokers can review your financials, lease, PPSR position, and data‑handling practices, then map an action plan and timeline tailored to Victoria and the wider Australian market.