Key points
- Organise your financial records before marketing. Buyers will want to verify them.
- Talk to your landlord early. Lease assignment is often the biggest cause of delays.
- Plan how employee entitlements will be dealt with, and check they’re up to date.
- Get tax advice about GST and capital gains tax, including any small business concessions.
1. Get your records in order
Buyers will ask for profit and loss statements, balance sheets, tax returns and BAS statements, usually for at least three years. Make sure they’re accurate, consistent, and explain any one-off items. Messy records slow due diligence and reduce buyer confidence.
2. Review the lease
For many businesses, the premises are critical. Check the remaining term and options, and what the lease says about assignment. Most leases need the landlord’s consent to assign to a buyer, and the landlord may want information about the buyer’s finances and experience. Speaking to the landlord early can avoid delays.
3. Employees
- Decide which employees the buyer will take on, and on what terms.
- Calculate accrued leave entitlements and agree how they’ll be handled in the price.
- Check that wages and superannuation are up to date. Underpayments can derail a sale.
4. Contracts, licences and assets
- Review supplier, customer and equipment contracts, and whether they can be assigned.
- Identify licences and permits, and whether they can be transferred.
- Check for security interests over your assets on the PPSR, and arrange for them to be released at settlement.
- Confirm you own the business name, trade marks, domain names, website and social media accounts being sold.
5. The contract of sale
The contract should clearly set out what’s included (goodwill, plant and equipment, stock, intellectual property), the price and how stock is valued, the handover or training period, and the restraint of trade you’ll give. Restraints must be reasonable to be enforceable, so think about what you can live with.
6. Tax
A business sale may be GST-free as a “going concern” if certain conditions are met. Capital gains tax may apply, but small business CGT concessions may reduce it. Speak with your accountant before you sign.
7. Settlement
At settlement, the price is paid (adjusted for stock and other items), the lease is assigned, security interests are released, and the business is handed over. Good preparation means fewer last-minute surprises.
How we can help
Asher Freeman Lawyers acts for sellers and buyers across Victoria in buying and selling a business, including contracts, lease assignments, restraints and settlement, and works alongside your accountant. Buying instead? See our due diligence checklist.
Frequently asked questions
Do I need my landlord's consent to sell my business?
Usually, yes, if the buyer will take over your lease. Most leases require the landlord's consent to an assignment.
What is a restraint of trade?
A promise by the seller not to compete with the business for a period and within an area. It must be reasonable to be enforceable.
Is GST payable when I sell my business?
It may be GST-free as a going concern if conditions are met. Get advice from your accountant.
How long does selling a business take?
Often 4 to 8 weeks from signing, depending on due diligence, finance and the landlord's consent.
This article is general information about Victorian and Australian law as at 10 October 2026. It is not legal advice. Contact us for advice about your situation.
