Most Australian business owners start the sale process before they're ready. Not because they're impatient — because they don't know what "ready" actually looks like.
This checklist covers the 30 areas buyers, brokers, and their advisers will assess before they commit to your business. Use it 12–24 months before you want to sell. The earlier you start, the more time you have to fix what needs fixing.
How to use this: Work through each section honestly. Items marked Critical will directly affect whether a deal proceeds. Items marked Important will affect price or deal structure. Everything else is good practice.
1
Financials
Three years of tax-ready financials Critical
Profit & loss statements and balance sheets, prepared by an accountant, for the last three financial years. Buyers won't proceed without these.
Adjusted EBITDA calculated and documented Critical
Add-backs for owner salary above market rate, personal expenses, one-off costs, and non-cash items — all documented with evidence. This is the number that drives your valuation. See: What Adjusted EBITDA Means.
Revenue trend is stable or growing Important
A declining revenue trend — even with strong current profit — will trigger questions and multiple compression. If there's a good explanation for any dip, document it.
No single customer represents more than 20% of revenue Important
Concentration risk. If one customer walks after the sale, what happens to earnings? Buyers discount heavily for this. Above 30% is a potential deal-breaker for some.
Debtors and creditors are clean
Aged debtors over 90 days, disputed invoices, or significant creditor overdue balances all create complications in working capital negotiations at settlement.
ATO account is current — no outstanding debts Critical
Outstanding ATO debt surfaces in due diligence and can kill a deal or create unexpected personal liability. Check for unpaid PAYG, SGC, and GST. See: Director Penalty Notices.
2
Operations
The business can operate without you for 4+ weeks Critical
If you're the bottleneck — approvals, customer relationships, key knowledge — buyers will discount or demand an earnout to bridge the transition risk. This is the single most common reason deals underperform. See: How Owner Dependency Affects Your Sale Multiple.
Key processes are documented Important
Standard operating procedures, onboarding guides, service delivery processes. Documented systems signal enterprise goodwill — not personal goodwill that walks out the door with you.
Key staff have employment contracts and are likely to stay
Buyers pay for a running business. If key staff will leave once you announce a sale, that changes the earnings picture. Consider retention arrangements for critical team members.
All employee entitlements are current
Annual leave balances, long service leave accruals, superannuation. These become liabilities in the working capital calculation — or direct claims against you at settlement. See: What Happens to Business Debts When You Sell.
Revenue is diversified — not dependent on one channel or campaign Important
A business that relies on a single marketing channel, referral source, or platform (e.g., one Google Ads campaign or one key referrer) is fragile. Buyers will price that fragility in.
Any recurring revenue is documented and contracted
Recurring revenue — retainers, subscriptions, service contracts — is valued at a premium. If you have it, make sure it's documented and transferable. See: How Recurring Revenue Affects Your Sale Multiple.
3
Legal
Lease has adequate tenure and is assignable Critical
If your premises are critical to the business, the buyer needs confidence in lease tenure. A lease expiring within 12 months, or a landlord who may not consent to assignment, can kill a deal or significantly reduce price.
All licences and permits are in order and transferable Critical
Liquor licences, trade licences, certifications, accreditations. If a licence is personal to you and can't transfer, the buyer needs a clear path to obtaining their own before settlement.
Customer contracts are documented and assignable Important
If your key customer relationships are based on informal arrangements, a buyer can't rely on them continuing. Formalising major customer agreements adds tangible value to the sale.
No outstanding disputes, claims, or litigation
Undisclosed disputes — employment, customer, supplier, regulatory — become warranty issues and can result in post-settlement claims against you. Disclose everything; fix what you can.
Intellectual property is documented and owned by the business
Brand names, trademarks, domain names, software, proprietary processes. If IP is held personally rather than by the company, it needs to be transferred into the entity being sold. See: What Happens to Your Business Name When You Sell.
Supplier agreements are documented and not personally dependent
Key supplier relationships that exist because of personal trust in you — and will be at risk when a new owner takes over — represent an undisclosed risk. Formalise them where possible.
4
Tax & Structure
You've reviewed small business CGT concessions with your accountant Critical
The 15-year exemption, retirement exemption, rollover relief, and 50% active asset reduction can dramatically reduce your tax on sale — but they must be structured before you sign anything. Post-contract tax planning is too late. See: CGT Concessions for Australian Business Sales.
You understand asset sale vs share sale implications for your structure Important
Asset sales and share sales have different tax outcomes for both parties. The structure that's best for you may not be best for the buyer — and this affects negotiation. Get advice early. See: Asset Sale vs Share Sale in Australia.
You've modelled your net proceeds — not just the headline price
Broker fees, legal costs, accountant fees, CGT, debt payout, employee entitlements, earnout risk. The gap between "sold for $1.5M" and "received $950k" is often large. Model it before you agree to anything. See: Hidden Costs of Selling a Business.
If your business is held in a trust: specific trust distribution and CGT issues reviewed Important
Trust structures introduce complexity around access to CGT concessions, Division 7A risks, and how proceeds are distributed to beneficiaries. Trust-specific advice is essential before proceeding.
Superannuation contribution strategy considered post-sale
After selling, some CGT concession amounts can be contributed to superannuation (up to the CGT retirement exemption cap of $500k). Planning this in advance maximises what you can shelter. See: What Happens to Superannuation When You Sell.
No related-party loans or Division 7A issues outstanding
Unpaid trust distributions, shareholder loans, or Division 7A deemed dividends can create surprise tax events at or around the sale. Your accountant needs to review these before you start.
5
Mindset & Readiness
You know your number — and why Important
What do you actually need from the sale? Enough to retire? Enough to fund your next venture? To pay off the mortgage and have a buffer? Knowing your number prevents you from accepting a deal that doesn't actually serve your goals. See: What Is My Business Worth?
You've thought about what you're doing after the sale
The business is likely your identity, your routine, your social network. Owners who haven't thought about "what's next" often stall during negotiation, reverse decisions, or struggle in the year after settlement. See: If I Sell, Who Am I?
Family members are aligned — if the business involves them
Family businesses often have multiple stakeholders with different views on timing, price, and buyer type. Misalignment within the family derails more deals than bad buyers do. See: Sale vs Transfer: Choosing Your Exit Path.
You're selling from choice, not pressure Important
Selling under duress — health, burnout, a bad year, a competitor move — almost always produces a worse outcome. Buyers sense urgency and use it. If you're selling reactively, be honest with yourself about what you're accepting and why.
You have advisers in place: accountant, lawyer, and (optionally) a broker
You don't need all of them on day one. But knowing who you'll call — and that they have M&A experience, not just general practice — matters before you're in a live negotiation. See: Do I Need a Business Broker?
You've allowed 12–24 months for the full process
From "thinking about selling" to settlement typically takes 12–18 months for a well-prepared business. Less-prepared businesses take longer or accept worse terms. Build the timeline before you announce anything. See: Why Business Sales Take Longer Than You Think.
How to read your score
Count how many Critical items you can honestly check. Then look at the Important items.
All Critical ✓
Ready to start the process. Work on Important items in parallel.
1–2 Critical gaps
12–18 months of prep work ahead. Start now — don't wait until you're ready to list.
3+ Critical gaps
2+ years of work needed to maximise value. The earlier you start, the better the outcome.
What to do next
This checklist is a starting point, not a substitute for professional advice. The items that matter most for your situation depend on your industry, business structure, age, and what you want from the sale.
The single most common mistake Australian business owners make is starting the preparation process too late. Most items on this list take 12–24 months to properly address — not 12–24 weeks.
If you're within five years of wanting to exit, now is the right time to start getting clear on where you stand.
Want to know where your business actually sits?
Our free Business Assessment takes about 5 minutes and gives you a realistic picture of your business's value and sale readiness — based on how buyers actually evaluate Australian businesses.
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This checklist is general information only and does not constitute legal, tax, or financial advice. Australian business sales involve complex legal and tax considerations that vary significantly depending on business structure, industry, and individual circumstances. Always obtain independent professional advice tailored to your situation before making any decisions about selling your business.