Selling a business can be one of the most significant decisions you’ll make in your working life. Whether you’re retiring, moving on to a new venture, or simply ready for a change, this checklist
will help you get prepared for a smooth, successful sale.
● Are you aiming for a clean exit, or planning to stay involved in some way?
● Do all co-owners/shareholders agree on the sale and what they want from it?
● Are you hoping to find a particular type of buyer (e.g. competitor, family, investor)?
● Ensure your accounts are up to date and accurate.
● Prepare at least 2-3 years of profit and loss statements, balance sheets, and BAS.
● Consider having your accountant prepare a “normalised” financial statement to reflect your business’s true earning capacity.
● Review key contracts (e.g. suppliers, major customers, service providers) and ensure they’re documented and transferable.
● Confirm all intellectual property is registered in the business owner’s name (business name, website, domain, logo, branding).
● Check your lease: is there enough of the term left to offer the buyer stability?
● Is the business a franchise? If so, check the Franchise Agreement: is there enough of the term left to offer the buyer stability, or will the buyer need to negotiate a new Franchise Agreement? You will also need to get approval from the franchisor to sell the business.
● Start planning how and when to inform employees - particularly if key staff are critical to operations.
● Consider retention strategies or incentives to keep staff onboard through the transition.
● Consider whether to use a business broker, accountant, or sell directly to an interested party.
● Carefully review agency agreements - there is no “standard” contract, and commissions vary.
● Be aware of exclusivity clauses and hidden costs.
● If your business is a franchise, check the terms of your Franchise Agreement: you may be required to use a franchise broker.
● Be prepared to provide due diligence materials (e.g. financials, contracts, employee info).
● Don’t hide weaknesses - buyers will find them. Transparency builds trust and avoids post-sale disputes.
● If you are concerned about disclosing confidential information, you can ask an interested buyer to sign a Non-Disclosure Agreement which will prevent them from using the information for their own business purposes. We can prepare this non-disclosure agreement for you.
● Stay open to flexible deal structures (e.g. staged payments, earn-outs).
● Know your deal-breakers, but be willing to negotiate on timing, terms or transition.
● The sale agreement must cover asset or share structure, warranties, indemnities, restraints, IP, lease transfer, employee entitlements and more.
● Avoid DIY or generalist templates - they often don’t stand up in real-world disputes.
● A business lawyer will also be able to advise you on stamp duty and ensure you are properly released from your obligations under the Lease.
We specialise in NSW business sales. Whether it’s a small operation or a multimillion-dollar enterprise, we’ll tailor the contract to suit your business and your buyer.
● After locking in contracts, you will need to prepare for settlement when you officially hand over the business and get paid.
● Request releases from any finance arrangements that affect the business assets.
● Finalise adjustments for employee entitlements and release from the premises, notify suppliers, and cancel any ABNs, licences or insurances no longer needed.
● If stock isn’t included in the price, you’ll need to do a stocktake just before settlement.
● Review any personal guarantees (e.g. on leases or supplier credit) - these don’t always terminate automatically.
● Set reminders for payments of earn-outs and retention amounts.
● Most deals include a handover period. Be prepared to train the buyer before settlement and stay involved for a few weeks afterwards.
● Encourage staff and clients to embrace the change and speak positively about the transition.
This document is designed to help you start thinking strategically about your sale. Every business is different, so once you’ve ticked off what you can, we recommend a
tailored conversation with a lawyer.
