Sellers Checklist

Thinking about selling your business privately in Australia? Agent Free Business offers expert tools and guidance to streamline your sale, saving you costly broker fees. Follow our Business Sellers Checklist to prepare effectively and connect with buyers confidently.

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Selling Your Business Privately with Agent Free Business

Once you’ve decided to sell your business, acting quickly is key—delaying only stalls your progress. Choosing a private sale can bring both practical benefits and significant cost savings. At Agent Free Business, we draw on our deep expertise to guide you through this journey. You’re never alone in the process, and for the best outcome, we recommend reviewing our Business Sale Checklist.

Define Your Objectives

Whether you’re a solo business owner, part of a family-run enterprise, or working with partners, it’s vital to align on key goals: financial targets, your role after the sale, and the business’s future direction. Every stakeholder deserves a voice in these decisions.

Explore Similar Businesses on the Market

Your business might seem unique, but similar ones likely exist. Research businesses in your industry, of similar scale, or in your region to get a sense of the market landscape. Through Agent Free Business, we utilise platforms like Seek Business, Business for Sale, Any Business and Commercial Real Estate to effectively promote your business online.

Get Your Business Ready for Sale

To enhance your business's value before selling, you don’t need to invest in the latest systems or equipment. In fact, it’s wiser to avoid major capital purchases when preparing for a sale. Instead, prioritise documenting your current processes. Thorough documentation demonstrates how smoothly your business runs and reassures buyers by providing all the information they need for a seamless transition.

Keep Operations Running Smoothly During the Sale

Keeping your business running smoothly while selling it is really important. It keeps the business valuable and interesting to people who might want to buy it. When everything works well, it shows the business is steady, runs efficiently, and makes money, which makes buyers feel good about it. If things get messy or slow down, buyers might get worried, offer less money, or even walk away. Plus, keeping things steady helps your employees stay happy, your customers keep coming back, and your suppliers trust you. This protects your profits and helps you get the most money back from what you put into the business.

Engage Your Accountant Regarding the Sale

Chat with your accountant about taxes you might need to pay when you sell your business, like capital gains or GST. They can help you work out how much money you’ll have left after the sale and tweak your financial records to show how profitable your business really is. If you don’t have an accountant, the Australian Tax Office’s website has some handy info on selling a business.

Choose Whether to Share the Sale News with Your Staff

Deciding whether to inform your employees about the sale is up to you. Many prefer to keep it under wraps to prevent staff or customer attrition. Potential buyer interactions can be kept confidential, scheduled after hours or via private channels, especially if all paperwork is in place. Buyers can observe operations incognito as regular customers, having signed a non-disclosure agreement ( we get every potential customer to sign a NDA before handing over any information )

Keep you business clean and organised if your Business Has a Physical Space

Start the clean up process early. Over time, businesses collect clutter like old machinery, outdated files, or obsolete software. Regular maintenance should be routine, easing the burden when preparing for sale.

Capture High-Quality Images

The visual presentation of your business listing matters greatly. Even if you're snapping photos with a smartphone, professional photography could be worth the investment. Use landscape orientation for images to best showcase your business online. For guidance on photo sizes, check out Real Estate Image Guidelines.

Before Listing Your Business for Sale: Ensure you have a clear vision of what you want to achieve from the sale and an approximate value of your business. It's crucial to define what's included in the sale:

Do you wish to sell the business outright, encompassing all assets?
Are there specific assets you want to retain?
Will you sell the registered business name?
Are you including the business's intellectual property (IP)?
Is any owned property part of the deal?

Pricing Your Business:

WIWO (Walk-In Walk-Out): Commonly used for service-oriented businesses with minimal inventory, like cafes, salons, or mechanics. After agreeing on a price, the business changes hands immediately. Drawbacks include potential undervaluation for sellers and issues with old stock or worn equipment for buyers.

Fixed Price plus SAV (Stock at Valuation): Suitable for businesses with significant inventory where stock value can fluctuate. The seller must have a good handle on inventory management. This method uses current stock lists or software for valuation.

Price By Negotiation: Indicates your willingness to negotiate without a set price. This can attract more inquiries, leading to negotiations where both parties agree on value. Still, having an internal price benchmark is advisable.

To Display or Not Display a Price:

Choosing not to show a price might frustrate potential buyers due to lack of pricing transparency. However, for less common business types, this can shift focus to the industry rather than the specific business. For popular business types like cafes or online businesses, displaying a price or range might be more effective.Discuss these options with one of our consultants for tailored advice.

At Agent Free Business, we utilise a range of effective marketing strategies to ensure your business reaches the right buyers and achieves the best possible outcome. Our approach includes:

Listing on Top Business-for-Sale Websites:

Your business will be advertised on leading platforms including Seek Business, Commercial Real Estate, Any Business, and other relevant sites to maximize visibility and attract a wide audience of potential buyers.

Creation of an Information Memorandum:

We will develop a comprehensive document detailing your business’s financial performance, operational structure, market position, and unique selling points to provide buyers with essential information and showcase your business’s value.

Targeted Social Media Campaigns:

Our team will design and execute customized social media campaigns on platforms like LinkedIn and Facebook, targeting specific demographics and industries to engage with potential buyers and generate interest.

Confidential Handling of Inquiries

All inquiries will be managed discreetly to protect your business’s privacy, and we will screen potential buyers to ensure they are serious and qualified to proceed.

Selling your business is a valuable opportunity, especially when you have a quality asset to offer. If a buyer has already reviewed your business and remains interested, it’s a strong indication they see potential in what you’re presenting. At this point, negotiations can begin, setting the stage for a mutually beneficial agreement.

Negotiations:

Negotiating the sale of your business isn’t all that different from any other transaction. As the seller, your goal is to secure the highest possible price, while the buyer aims to get the best deal. The sweet spot lies in finding a compromise that works for both of you. If you’re lucky enough to have multiple interested buyers, your leverage increases, giving you an edge in shaping the terms.

Give and Take: Every negotiation involves trade-offs. Keep your core objectives in sight, but be prepared to adjust if the buyer balks at your price. For instance, you might exclude specific assets—like a vehicle you could sell separately for a solid return—to sweeten the deal without lowering the overall value.

Staged Payments: If the buyer hesitates at your asking price, propose splitting the payment: perhaps half upfront and the rest after a few months (e.g., three months post-takeover). This approach requires a watertight contract with safeguards, so consult your solicitor to ensure everything is legally secure.

Creative Flexibility: An open-minded attitude can unlock solutions that satisfy both sides. Whether it’s tweaking the price, adjusting terms, or restructuring the deal, flexibility can pave the way to an agreement that delivers the outcome you’re after.

Potential Buyers:

Buyers often weigh the risks of acquiring a business when deciding what they’re willing to pay and under what conditions. As the seller, you can ease their concerns, strengthening your position in the negotiation.

Full Transparency: Share a clear picture of your business’s history, performance, and any hurdles it’s encountered. Concealing flaws might unravel during due diligence, damaging trust and derailing the deal. No business is flawless—acknowledging this openly builds credibility and fosters goodwill.

Honest Presentation: Avoid overselling your business’s strengths or minimizing its weaknesses. Buyers value authenticity, and a realistic portrayal can lead to more productive discussions.

By addressing the buyer’s perception of risk head-on, you boost their confidence, which can translate into a better offer and smoother negotiations.

Handling Offers

The first offer isn’t always the strongest, so resist the urge to jump at it prematurely. Small business owners sometimes settle for less to wrap things up quickly, but patience can pay off with a higher sale price.

Evaluate Carefully: If an offer falls short, don’t hesitate to communicate this to the buyer. A polite “thank you, but I’m looking for something closer to my asking price” can encourage them to come back with a better proposal.
Weigh Your Options: If the offer is near your target, consider the trade-offs. Accepting a solid buyer now might outweigh the uncertainty of waiting for a slightly higher bid later. Open, honest dialogue with the buyer can help you decide.

Negotiating the sale of your business is about striking a balance—holding firm on what matters most while adapting to the buyer’s needs. By staying flexible, reducing perceived risk, and thoughtfully assessing offers, you can close the deal on terms that align with your goals.

For additional insights on navigating this process, check out: Negotiating Your Sale

When selling a business, the necessary legal documents are typically handled by your solicitor or accountant—not a business broker, as many assume. Brokers often inquire if you have your own legal representation; if not, they’ll arrange one for you, but you’ll still foot the bill. Surprisingly, the complexity of legal paperwork deters many from selling privately, yet it’s unavoidable whether you go solo or use a broker.

Contract of Sale:

A solicitor, ideally based in the same state as your business due to varying state laws, prepares this key document. If you don’t already have a solicitor, opting for a local one is usually wise. The Contract of Sale outlines:

Vendor’s name and business name
Buyer’s name and address
Shareholders or owners involved
Agreed sale price and deposit specifics
Breakdown of the price (e.g., assets, goodwill)
Restrictions (e.g., no competing business within a set distance or time frame)
Buyer conditions (e.g., “subject to” clauses)
Employees the buyer must offer jobs to
Premises and lease details
Vehicles, hired equipment, intellectual property, and excluded assets
Additional relevant terms

Given its complexity, this is best entrusted to a legal professional.

Disclosure Statement (Section 52)

For small businesses sold up to $450,000, this mandatory form—regulated under the Estate Agents (General, Accounts and Audit) Regulations 2018—is typically completed by the seller, their accountant, or solicitor. It serves as a buyer’s due diligence roadmap, detailing:

Financial performance for the past two years
Current year’s results up to the latest quarter

Failure to provide this risks voiding the contract.

Due Diligence Support

Due diligence refers to a buyer’s thorough evaluation of your business’s assets, liabilities, and potential. As the seller, it’s smart to compile all relevant details into a single document—often called a Business Prospectus or Information Memorandum. This streamlines the process for buyers and demonstrates transparency. Some No Agent Business advertising packages include crafting this document, saving you effort and money while boosting buyer confidence—especially recommended for sales over $200,000.

Settlement Process

The solicitor who drafts your Contract of Sale oversees settlement. Australian law mandates that all deposits and payments go through a Trust Account, safeguarding both parties. Your solicitor manages the transaction and liaises with the buyer to finalize the sale.

In short, legal requirements remain consistent regardless of how you sell. Relying on your own solicitor or accountant ensures control and clarity throughout the process.

Once the contracts for your business sale are signed, a settlement period begins, during which your solicitor manages key tasks, and you’ll have certain responsibilities to address afterward.

Settlement Responsibilities Handled by Your Solicitor

Your solicitor will oversee the following during the settlement phase:

Arranging the transfer of intellectual property, if applicable
Facilitating a new lease or transferring the current one (potentially coordinating with your landlord)
Approving the premises for use by the new owner
Providing employee details to the buyer for staff continuing in their roles
Releasing securities or transferring business licenses
Shifting utility accounts to the new owner
Performing a stocktake, if the sale price includes Stock at Valuation
Assigning existing third-party business contracts to the buyer

After the sale, you’ll need to consider tax-related responsibilities:

Goods and Services Tax (GST)

If sold as a “going concern,” the sale is typically GST-free. You might also reclaim input tax credits for GST paid on sale-related expenses. Consult your accountant to confirm your specific GST obligations.

Capital Gains Tax (CGT)

Selling assets acquired after September 19, 1985, may trigger CGT, calculated as the gain minus any capital losses. Note that CGT applies based on the contract signing date, not settlement, so plan accordingly.

Small Business CGT Concessions

Small business owners may qualify for concessions to lower CGT liability:

15-Year Exemption: Fully exempts gains from assets owned for 15+ years
50% Active Asset Reduction: Halves the taxable gain from active business assets
Retirement Exemption: Offers CGT relief for gains from active assets (not passive investments) used in the business
Rollover: Defers CGT for two years, or longer if you reinvest in a replacement asset or upgrade an existing one

Your accountant can guide you on leveraging these concessions effectively to minimize tax impacts.