A checklist for selling a business in Australia should cover four stages: preparing 12 to 24 months ahead (clean financials, less owner dependence, contracts and compliance), getting sale-ready (valuation, data room, structure and tax advice), the deal itself (asset or share sale, GST going concern, employees, leases, warranties), and after settlement (final BAS, CGT and concessions in your tax return).
Key takeaways
- Start 12 to 24 months before you sell. Most value is added, or lost, before a buyer arrives.
- Buyers pay for predictable, transferable revenue: recurring contracts, low churn, no client over 10% of revenue.
- Check eligibility for the small business CGT concessions early: aggregated turnover under A$2 million or net assets of A$6 million or less, plus the active asset test.
- A sale of a going concern can be GST-free if every condition is met and agreed in writing.
- This is general information as at October 2026. Get advice from your accountant and lawyer before you act.
I've sold a business. It wasn't pretty.
My first company was a results-guaranteed marketing agency. We grew fast, but every dollar was one-off project revenue, our margins were thin, and we were always in a feast-or-famine cycle. Eventually I sold it.
One of my best clients kindly bought some of our marketing content and took on my remaining team. It let me exit gracefully. But, as I wrote in The Subscription Playbook, it wasn't a great financial result. I'd built something a buyer valued for its people and its files, not for predictable revenue.
That's the lesson I'd pass on to any owner thinking about selling. Think about a real estate agency. What does a buyer look at first? The rent book. Sales commissions are great, but they're one-off. The rent roll is recurring, and that's what buyers pay for.
So here's the checklist I'd use, with extra checks for subscription and recurring revenue businesses. It's general information as at October 2026, not tax or legal advice. Work through it with your accountant and lawyer.
Stage 1: 12 to 24 months before you sell
Financials
- Three years of clean financial statements, reconciled to tax returns and BAS.
- Personal and business expenses separated.
- A list of add-backs (owner salary adjustments, one-off costs), each with evidence.
- Monthly management accounts, produced on time, every month.
- Any loans between the company and owners or relatives identified and planned for (including Division 7A, if you run a private company).
Recurring revenue (if you have it)
- Monthly recurring revenue (MRR), churn and net revenue retention reported every month, defined the same way each time. (See net revenue retention.)
- Revenue split into recurring, repeat and one-off.
- Prepaid annual plans shown correctly as revenue received in advance (see revenue recognition for subscriptions).
- Cohort reports showing how long customers stay.
Dependence on you
- You're working "on" the business, not "in" it. Key relationships and know-how are shared with your team.
- No customer is more than 10% of revenue, and your top five are under 25% (the concentration rule from the book).
- No single supplier, platform or staff member the business can't survive without.
- Documented processes for sales, delivery, billing and support.
Contracts and compliance
- Customer contracts are written, current and assignable (or you know who must consent).
- Premises lease: term remaining, options, and the landlord's consent rules for assignment.
- Employment contracts, awards and leave balances up to date.
- Intellectual property (brand, domain, software, content) owned by the business, not by you or a contractor.
- Licenses and registrations current.
- Subscription sign-up, reminders and cancellation ready for Australia's 1 July 2027 rules. Buyers will check. Use the AU subscription compliance checklist.
Tax and structure
- Your accountant has reviewed whether a share sale or asset sale suits your structure.
- Eligibility for the small business CGT concessions checked early (see Stage 3).
- Super contribution strategy considered with your adviser.
Stage 2: Getting sale-ready
- An indicative valuation, and an understanding of what drives it. Recurring revenue businesses are often valued on a multiple of revenue rather than profit. See valuing a subscription business.
- A target price, a walk-away price and a preferred deal structure.
- Decide how you'll find buyers: broker, direct approach, competitors, staff or clients.
- A confidentiality agreement ready before you share anything.
- An information memorandum: the story, the numbers, the team, the growth plan.
- A data room with:
- financial statements, tax returns and BAS (3 years)
- management accounts and forecasts
- customer list with revenue, start dates and contract terms (anonymized at first)
- MRR, churn and cohort reports
- key contracts, the lease, and IP records
- staff list, roles, pay and entitlements
- licenses, insurance and any disputes
What could your business be worth?
Estimate a revenue multiple range from your growth, retention and margin with the free Subscription Business Valuation Estimator.
Stage 3: The deal
Structure and terms
- Heads of agreement: price, structure, what's included, timing, conditions.
- Asset sale or share sale confirmed, with tax advice on each.
- Any earnout defined precisely: the metric, the period and how it's measured.
- Warranties, indemnities and any restraint of trade reviewed by your lawyer.
- Working capital and stock adjustments agreed.
GST
- If it's an asset sale, check whether it can be a GST-free sale of a going concern. Generally, the buyer must be registered (or required to be registered) for GST, you and the buyer must agree in writing that it's a going concern, you must supply everything needed for the business to keep operating, and you must keep running it until the day of sale. Confirm the detail with your accountant.
- If it's a share sale, understand that it's generally a financial supply, with different GST treatment.
CGT
- Your capital gain estimated, including the 50% CGT discount if you're an individual or trust that has held the asset for at least 12 months. From 1 July 2027, gains accruing after that date for individuals, trusts and partnerships move to cost base indexation with a 30% minimum tax instead, so model both if your sale could fall after that date.
- Small business CGT concessions checked. The basic conditions include aggregated turnover under A$2 million or net assets of A$6 million or less, and the asset passing the active asset test. The four concessions:
- 15-year exemption
- 50% active asset reduction
- retirement exemption
- roll-over
- More detail in CGT when selling a business.
People, premises and customers
- Which employees transfer, and how their leave and service are treated.
- Landlord consent to assign or a new lease for the buyer.
- Customer and supplier consents or novations where contracts need them.
- Subscription billing handover planned: how customers' payment details move to the buyer's billing system (ask your payment provider), and how customers are told.
- Privacy obligations checked before customer data changes hands.
- If the sale includes land or buildings, an ATO clearance certificate arranged so the buyer doesn't have to withhold part of the price.
Stage 4: After settlement
- Final handover period delivered as agreed.
- Final BAS lodged, and GST and PAYG withholding finalized or transferred.
- ABN, GST registration and business name canceled or transferred, as the deal requires.
- ASIC records updated if company officeholders or shareholders changed.
- Capital gain and any concessions included in your tax return. You generally need to choose some concessions before you lodge the return for that year.
- Earnout tracking set up, if you have one.
- Sale proceeds, super contributions and your next move planned with your adviser.
What makes buyers pay more?
Here's what the book boils it down to:
- Recurring revenue. Predictable income is worth more than lumpy income.
- Low churn and growing customers. Net revenue retention above 100% tells a buyer the base grows on its own.
- No single point of failure. That's the "O" in the MOATS framework.
- An owner who isn't the business. Buyers don't want to buy a job.
If your revenue is mostly one-off today, you may get more by adding a subscription line first and selling later. Model the difference with the calculator below.
Subscription vs One-off Profit CalculatorSee how switching to subscription changes revenue, cash flow and valuation.Open the free tool →What to do next
- Copy the checklist and mark everything you can't tick yet.
- Estimate your value range with the free valuation estimator.
- Book time with your accountant to review structure, CGT concessions and GST before you talk to buyers.
- Read selling a subscription business in Australia for the full process.
Free Subscription Profit Review
Australian business owners can book a free 30-minute review with a BPAG Accountants adviser. An honest conversation about:
- whether a subscription model could work for your business
- how recurring revenue could cover your fixed costs each month
- how it could lift what your business is worth
No cost, no obligation. General information only until we understand your situation.
Frequently asked questions
What paperwork is needed to sell a business in Australia?
Typically: a confidentiality agreement, an information memorandum, three years of financial statements and tax returns, recent BAS, a list of assets, key customer and supplier contracts, the premises lease, employee details and entitlements, licenses, IP registrations, then heads of agreement and a sale contract drafted by a lawyer. Subscription businesses should add MRR, churn and cohort reports.
Should I sell the assets or the shares of my company?
It depends on your structure, tax position and what the buyer wants. Buyers often prefer an asset sale because they leave old liabilities behind. Sellers often prefer a share sale because it's cleaner and contracts usually stay with the company. The tax outcomes, including CGT concessions and GST, differ a lot between the two, so get advice before you agree to either.
Do I need a business broker to sell?
Not always. Brokers help find buyers, run the process and negotiate, which suits many small businesses. Some owners sell to a competitor, a key employee, a client or a supplier directly, the way I sold my agency to a client. Either way, you still need your own accountant and lawyer, because the broker works on the deal, not on your tax or legal position.
What are add-backs when selling a business?
Add-backs are adjustments to your profit for costs the buyer won't have, such as an owner's above-market salary, personal expenses run through the business, or genuine one-off costs. They show the buyer the business's normalized earnings. Every add-back needs evidence, because buyers and their advisers will test them, and unsupported add-backs damage trust in the rest of your numbers.
How long does it take to sell a small business?
Allow months, not weeks. Preparation, finding a buyer, due diligence, finance and legal work all take time, and landlords, franchisors or key customers may need to consent. Starting your preparation a year or two before you want to exit gives you time to fix weaknesses buyers would otherwise use to cut the price.
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Robert Coorey, MBA
Robert is the author of The Subscription Playbook and Feed a Starving Crowd and a Director at BPAG Accountants in Sydney. More about Robert.
Sources
- ATO, CGT concessions eligibility overview
- ATO, Maximum net asset value test
- ATO, Sale of a going concern
- ATO, Selling a going concern (GST)
- Competition and Consumer Amendment (Unfair Trading Practices) Act 2026 (No. 64, 2026)
- The Subscription Playbook, Robert Coorey (2022), Chapters 1 and 5
Facts and prices checked 27 October 2026. Spotted something out of date? Tell us.