How to sell your business without a broker
Selling privately can save you a broker's commission, which is often several percent of the sale price, but you take on the work a broker would do: preparing the information, finding and vetting buyers, and managing the sale.
This guide covers the main steps and where you still need professional help.
1. Get the business ready
- Tidy your books: up-to-date profit and loss statements, tax returns and BAS for the last three years, prepared or checked by your accountant.
- Separate personal and business expenses so buyers can see the true profit.
- Write down how the business runs: key systems, suppliers, staff roles and what you do each week. It reduces the risk buyers see in relying on you.
- Check your lease (term, options and whether it can be assigned), licences and key contracts. Fix problems before buyers find them.
2. Set a realistic price
- Small businesses usually sell on a multiple of profit. The multiple depends on the industry, how dependent the business is on you, the trend in profit and the risk.
- Show both profit with you working and profit under management, so every type of buyer can judge it.
- Consider an independent valuation, especially if the business has significant assets or property.
3. List it and keep it confidential
- Describe the business without naming it or giving away its exact location, so staff, customers and competitors don't find out early.
- Keep detailed figures for buyers who have signed an NDA. On Change Hands they appear only to buyers you approve who sign online.
- Answer questions promptly and honestly. Overstating the figures can expose you to legal claims later.
4. Vet buyers before sharing figures
- Look at how they will fund the purchase, whether a deposit is ready, their timeframe and their experience. Change Hands shows you these details with each request.
- Speak to promising buyers before sharing more, and ask for proof of funds or finance pre-approval before serious negotiations.
5. Negotiate and sign the contract
- Get your lawyer to prepare the contract of sale, covering the price and what is included, deposit, conditions, handover and training, and a reasonable restraint on you competing.
- Your accountant can advise on capital gains tax, whether you qualify for the small business CGT concessions, and whether the sale can be GST-free as a going concern.
- Plan how and when to tell staff. Their entitlements must be handled correctly whether or not they transfer to the new owner.
6. Settlement and after the sale
- Transfer the lease, licences, phone numbers, website and accounts as agreed.
- Cancel or update your registrations (ABN, GST, business name) once the sale completes.
- Keep records of the sale for tax purposes.
Get professional advice
Even without a broker, you should use an accountant for tax and the figures, and a lawyer for the contract and lease. A good adviser can protect far more value than they cost, particularly on tax.
Useful resources
- business.gov.au: Sell your business: the Australian Government's steps for selling
- business.gov.au: Value your business: ways to work out what your business is worth
- business.gov.au: Employees when you sell or close: your obligations to staff
- ATO: Small business CGT concessions: concessions that can reduce tax on the sale
- ATO: Sale of a going concern: when the sale can be GST-free
- Fair Work Ombudsman: When businesses change owners: what happens to your employees
- Queensland Law Society: Find a solicitor: find a lawyer (each state's law society has a similar service)
- CPA Australia: Find a CPA: find a qualified accountant
This guide is general information only. It is not legal, financial, tax or accounting advice and does not take your circumstances into account. Get advice from qualified professionals before you buy or sell a business. Change Hands is a listing and matching platform, not a business broker.