Most Australian businesses in the $2M to $25M EBITDA range typically sell within seven to twelve months of engaging an advisor, and longer where due diligence findings or regulatory clearance extend the timeline. Where you land in that range is largely decided before you go to market: a well-prepared business commonly settles in seven to nine months. Due diligence findings, buyer financing and, since January 2026, mandatory ACCC merger clearance are what stretch a process beyond twelve months.
The short answer, and why the range is so wide
Typically seven to twelve months from engaging an advisor to settlement, and longer where due diligence findings or regulatory clearance extend the timeline. That is the honest range for a business with $2M to $25M in EBITDA, and it is the number to plan around.
The range is wide because it is not really one number. It is the sum of seven stages, each of which can run at its fast end or its slow end, and most of what decides which end you land on is settled before a buyer ever sees your business. Our analysis of the Australian mid-market indicates a well-prepared business, with clean accounts, a capable management team and no unresolved legal or tax matters, commonly settles in seven to nine months. The same business, unprepared, routinely takes twelve months or more, and a meaningful share of unprepared processes never reach settlement at all.
This article is about that variance rather than the average. For the sale process itself, stage by stage, see How to Sell a Business in Australia: The Complete Process Guide.
The timeline, stage by stage
The table below covers a mid-market transaction from advisor engagement to settlement. The third column is what decides whether each stage runs short or long.
| Stage | Typical duration | What stretches it |
|---|---|---|
| Preparation and information memorandum | 10–16 weeks | Accounts that need normalising; unresolved legal or compliance matters |
| Buyer outreach and NDAs | 4–8 weeks | A thin or poorly targeted buyer list; slow NDA turnaround |
| Indicative offers and shortlisting | 3–5 weeks | Too few credible bidders to create real tension |
| Management presentations and data room | 2–4 weeks | An incomplete data room; owner-dependency that unsettles buyers |
| Due diligence and negotiation | 8–12 weeks | Findings not surfaced before market; renegotiation after heads of agreement |
| Regulatory clearance, where required | 0–8 weeks, in parallel | ACCC notification; FIRB where the buyer is foreign |
| Legal documentation and settlement | 4–6 weeks | Conditions precedent; buyer financing not locked down |
| Total, engagement to settlement | 7–12 months (longer if due diligence or regulatory clearance extends) | Well-prepared businesses sit at the short end |
Two things stand out. Due diligence and negotiation is the longest single stage and by far the most elastic, because it is where everything you did not fix beforehand arrives at once. And the regulatory line is new. For most mid-market sellers it did not exist before this year.
What actually makes a process run long
Our analysis of the Australian mid-market indicates the causes of delay are consistent, and most of them are addressable. In rough order of how often they bite:
- Due diligence findings. The single most common cause. A buyer’s accountants and lawyers find something that was not disclosed or anticipated, and the process stops while it is assessed, quantified and negotiated. Almost every one of these is something a proper vendor due diligence exercise would have surfaced months earlier, when it could have been fixed quietly rather than priced against you.
- Owner-dependency. If a buyer cannot satisfy itself that the business runs without you, it takes longer to get comfortable, longer to get internal approval, and often longer to agree a structure. Owner-dependency does not just cost you time. It is the reason earnouts and handover periods get proposed in the first place.
- Buyer financing and internal approval. Private equity buyers need investment committee approval. Trade buyers may need board or offshore parent sign-off. Anything involving third-party debt adds a lender’s own credit process. None of this is within your control, which is why the composition of your buyer list matters to your timeline.
- Renegotiation after heads of agreement. A buyer who finds something in due diligence will usually try to reprice. Working out whether to hold, concede or walk takes time, and it takes more time if you no longer have another buyer at the table.
- A process that narrows to one buyer too early. Without a credible alternative, the buyer has no reason to move quickly and every reason not to. Our analysis of the Australian mid-market indicates single-buyer processes consistently run longer than competitive ones, and settle worse.
- Slow professional advisers on either side. Legal documentation can absorb weeks that nobody planned for, particularly where the buyer’s and seller’s lawyers are working to different levels of urgency.
The new gate: mandatory ACCC merger clearance
From 1 January 2026, Australia has a mandatory merger control regime. Acquisitions that meet the notification thresholds must be notified to the ACCC and cannot complete until it decides. This is genuinely new, and most owners selling this year have not accounted for it.
Two thresholds matter. The first catches large transactions: combined Australian revenue of at least $200 million, together with either target Australian revenue of at least $50 million or a global transaction value of at least $250 million. Most mid-market sales sit well below that.
The second is the one to watch. Where the acquirer group has Australian revenue of at least $500 million and the target has Australian revenue of at least $10 million, notification is mandatory. A business with $2M to $25M in EBITDA will very often have revenue above $10 million, and a strategic trade buyer will very often be part of a group above $500 million. In other words, the mid-market seller most likely to be caught is the one selling to exactly the kind of buyer who pays the best price.
The statutory timetable allows the ACCC up to 30 business days for a Phase 1 determination, with the earliest possible approval at 15 business days, and up to a further 90 business days for a Phase 2 review. On paper that is a material addition to a sale timeline.
In practice, the first quarter of operation was better than feared. The ACCC reported that of 50 notifications received to 31 March 2026, 39 were approved in Phase 1 and only two went to Phase 2, with Phase 1 approvals averaging 18 business days and notification waivers averaging 11. Ninety-one per cent of acquisitions were decided within 20 business days.
The practical effect for a seller is not that the deal will be blocked. It is that clearance is now a scheduled gate rather than an afterthought, and it needs to be run in parallel with legal documentation rather than after it. Pitcher Partners’ Dealmakers 2026 report found more than four in ten dealmakers pointing to longer deal timeframes as a negative impact of the reforms, and over half pointing to increased costs.
For which sales must be notified, who files, and how approval changes the sale agreement, see Do You Need ACCC Approval to Sell Your Business?
Foreign buyers and FIRB
If your buyer is foreign, Foreign Investment Review Board approval may be required, and it sits on the critical path to completion. Under section 40 of the Foreign Acquisitions and Takeovers Act 1975, the Treasurer has 30 days to consider an application and a further 10 days to notify the outcome.
Actual performance runs slightly behind that. Treasury data reported in mid-2026 puts the median processing period at 35 days, with 46% of proposals decided within 30 days. Applications touching national security, critical minerals or critical technology take longer.
A word on how to use this. The instinct to steer away from offshore buyers in order to save six weeks is usually the wrong one. Foreign strategic acquirers are frequently the buyers who pay the most, because they are often buying access to an Australian market position rather than incremental share in one they already hold. Six weeks of statutory process is a poor reason to exclude your highest bidder. Plan for it instead: a well-run process starts the FIRB conversation early rather than treating it as a condition to be dealt with after signing.
Earnouts, vendor finance and the tail
There is a difference between when a business sells and when the owner is fully paid, and timeline questions often conflate the two.
Where part of the price is deferred through an earnout, the transaction settles on schedule but a portion of your consideration depends on performance over the following one to three years. Australian tax law provides look-through capital gains tax treatment for qualifying earnout rights, which lets the earnout proceeds be treated as part of the original disposal rather than as a separate asset. The conditions matter: the asset must have been an active asset just before the CGT event, and all financial benefits under the right must be provided within five years after the end of the income year in which the CGT event happened.
Not every earnout qualifies. Payments contingent on key-person retention, for instance, may fall outside look-through treatment, which can produce a tax outcome the seller did not price for. This is worth resolving at the term sheet stage with your tax adviser rather than at completion.
Vendor finance has a similar effect. The sale completes, but you remain economically exposed to the business until the final instalment clears. Neither structure is a bad outcome. Both are worth understanding as an extension of your real timeline rather than a footnote to it. See how earnouts, deferred consideration and vendor finance work.
Does the exit route change the timeline?
It does, meaningfully. Our analysis of the Australian mid-market indicates the following as typical, from advisor engagement to settlement.
| Exit route | Typical duration | Why |
|---|---|---|
| Trade sale | 6–9 months | Strategic buyers know the sector and move on commercial logic; approvals are usually internal |
| Private equity | 8–12 months | Deeper commercial due diligence, often including third-party market work, plus an investment committee gate |
| Management buyout | 3–9 months | Fast where financing is pre-arranged and the team is ready; slow where either is not |
Timeline should not decide your exit route. Price, what happens to your people, and what you want your own involvement to look like afterwards all matter more. But it is worth knowing that choosing a private equity process is, among other things, a choice to run a few months longer.
What you can actually do to compress it
Almost all of the available compression sits before you go to market, not during. Five things move the number:
- Three years of clean, normalised accounts a buyer’s accountants can work through without a long list of questions. This removes the most common source of due diligence delay.
- Legal, compliance, IP ownership and customer contract issues resolved in advance, rather than discovered by the other side.
- A management team a buyer can meet and assess independently of you.
- An information memorandum that anticipates the questions rather than inviting them.
- A real field of buyers, held to a bid deadline. Competitive tension is a timeline tool as much as a price tool: buyers move when they might lose.
One honest caveat. If you need to be out in under three months, a full advisor-run process is not your route. The things that make a competitive process work, preparing properly, approaching a genuine field of buyers, and holding tension through to a deadline, all take time, and compressing them past a certain point defeats the purpose of running one. In that situation you are choosing speed over price. Choose it deliberately: a direct approach to a known buyer will move faster, and you should expect to pay for the speed in the price you achieve. That is a legitimate trade-off for some owners, particularly where health or partnership circumstances are driving the timing. It is just better named upfront than discovered at the end.
The runway before you engage
Everything above starts at the point of advisor engagement. The more consequential period is the one before it.
Owners who begin preparing two to three years ahead of a target sale date have options that owners who begin three months ahead simply do not: they can time the market rather than accept it, address the value drivers that most affect the multiple, and go to market from a position of strength rather than necessity. Where the business is already in good shape, the pre-engagement phase can be as short as ten weeks of advisor onboarding and information memorandum development.
When Is the Right Time to Sell Your Business? covers how to think about that runway and the decision behind it.
Where M&A Concierge fits
Timeline is substantially a function of who is running your process. An advisor who has completed a dozen transactions in your sector at your deal size already knows which buyers move quickly, which need an investment committee, which will trigger an ACCC notification, and where the sticking points usually appear. That experience compresses a process in ways preparation alone cannot, and it is the single largest variable an owner still controls at the point of engagement.
M&A Concierge is not an advisory firm and does not run sale processes. We work on M&A advisor selection: matching business owners with the right advisor for their business, drawn from a proprietary M&A advisor database spanning 100+ industry sectors across the Australian mid-market. Our fee is a uniform referral rate model, paid by the advisor rather than by you, and the rate does not change according to which advisor is recommended. That is deliberate, because it removes any incentive to steer you toward one firm over another. You pay your chosen advisor their fees in the normal way. How to Find the Right M&A Advisor in Australia sets out what to look for if you would rather run the search yourself.
For businesses with $2M to $25M in EBITDA, typically seven to twelve months from engaging an M&A advisor to settlement, and longer where due diligence findings or regulatory clearance extend the timeline. Preparation and go-to-market takes ten to sixteen weeks, the buyer process three to five months, and due diligence through to settlement a further twelve to eighteen weeks. Well-prepared businesses sit at the short end of that range.
The same range applies: typically seven to twelve months, and longer where due diligence findings or regulatory clearance extend the timeline. Private company sales are not inherently slower than public transactions at this size, but they are more sensitive to the quality of the seller’s financial records, because there is no history of audited public reporting for a buyer to rely on.
Typically eight to twelve weeks for a mid-market transaction, with financial, legal and commercial due diligence running in parallel with negotiation of the sale agreement. It is the longest single stage and the most likely to overrun, almost always because of something the buyer found that the seller had not addressed beforehand.
The most common reasons are due diligence findings that were not identified before going to market, a buyer waiting on internal approval or third-party financing, renegotiation after heads of agreement, or a process that narrowed to a single buyer too early and lost its competitive tension. Since January 2026, a mandatory ACCC merger clearance can also add several weeks where the buyer is a large acquirer.
For a full process, thorough preparation before going to market: clean normalised accounts, resolved legal and compliance issues, and a management team that can operate independently of the owner. If you need to complete in under three months, an advisor-run process is not the right route, and a direct approach to a known buyer will move faster. Expect that speed to cost you in price.
Where the buyer must notify the ACCC, the ACCC has up to 30 business days for a Phase 1 decision, though in the first quarter of the regime it averaged 18 business days, with 91% of acquisitions decided within 20 business days. A Phase 2 review can add up to a further 90 business days. Much of this can run alongside due diligence. For which sales need to be notified, see Do You Need ACCC Approval to Sell Your Business?
Not the sale itself, which settles on schedule, but it extends the period before you are fully paid, usually by one to three years. Where the earnout qualifies for look-through capital gains tax treatment, the proceeds are treated as part of the original disposal, provided all financial benefits are received within five years after the end of the income year in which the CGT event occurred. Earnouts tied to key-person retention may not qualify, so the structure is worth checking with your tax adviser at term sheet stage.