Selling a business in Australia typically takes 6–12 months from the point of engaging an M&A advisor to final settlement. The process involves exit readiness assessment, preparation of an information memorandum, confidential buyer outreach, indicative offers, due diligence, final negotiation and contract completion. For businesses with $2M–$25M EBITDA, the sale process is typically run by an M&A advisor or corporate finance firm rather than a business broker.
Who This Guide Is For
This guide is written for Australian business owners with $2M–$25M in EBITDA who are considering a sale, whether that is 6 months away or 3 years away. It covers the full process end-to-end: what happens, in what order, how long each stage takes, and what you need to do to achieve the best outcome.
If you are earlier in the decision and still weighing whether now is the right time, start with When Is the Right Time to Sell Your Business? If you already know you want to proceed and want to understand how your price and probability of sale is impacted by your current business characteristics, see the M&A Concierge Price and Probability Assessment.
The 7 Stages of Selling a Business in Australia
Before any sale process begins, a good advisor will want to understand where your business sits today and what, if anything, needs to be addressed before going to market.
Exit readiness is not just about financial performance. Buyers scrutinise a business across multiple dimensions: the quality and defensibility of revenue, customer concentration, management depth, operational documentation, legal and compliance standing, corporate structures, and the degree to which the business depends on the owner to function.
A business that scores well across these dimensions will attract more buyers, create more competitive tension, and achieve a higher multiple than one that goes to market with unresolved issues. It will also provide less friction through the due diligence process, increasing the probability of successfully transacting. The time to fix problems is before buyer due diligence, not during it.
- Review of 3 years of financial accounts and normalisation of EBITDA
- Assessment of customer and revenue concentration risk
- Review of key contracts, IP ownership, legal standing, and corporate structuring
- Identification of owner-dependency and operational gaps
- Agreement on indicative valuation range and deal structure options
Once you have selected an advisor and signed an engagement agreement, the first priority is strategy, not paperwork.
A good advisor will spend time understanding your objectives before designing the process. What matters most to you: maximum price, certainty of close, timeline, staff retention, or continuing involvement post-sale? These priorities shape everything: which buyer types are approached, what deal structures are explored, and which terms are negotiated hardest.
This stage also establishes the commercial parameters: indicative enterprise value, likely deal structure (asset sale vs share sale), earnout or vendor finance considerations, and tax implications that need to be factored into the structure from the outset.
- A written sale strategy covering target buyer profile, process design, and timeline
- Indicative valuation with comparable transaction support
- Deal team selection, including accountant, lawyer, and potentially wealth advisor
- Initial tax advice and identification of any potential legal concerns early in the process
The preparation stage is where most of the advisory work happens, contributing the most material impact to deal success, and where most owners underestimate the time and effort involved.
The centrepiece of this stage is the Information Memorandum (IM): the document that tells the story of your business to potential buyers. A well-constructed IM covers the business history and overview, financial performance and EBITDA normalisation, revenue quality and customer breakdown, operations, management team, growth opportunities, and the investment thesis for a buyer.
The IM is not a data dump. It is a carefully constructed narrative designed to present your business in its best legitimate light, anticipating buyer questions, addressing obvious concerns, and framing the opportunity compellingly. The quality of the IM directly influences the quality of offers received.
- A blind teaser: a one to two page anonymous overview used in initial buyer conversations before NDAs are signed
- A financial model and data room structure for due diligence
- A target buyer list, segmented by buyer type (strategic, financial, international)
- A process letter outlining the bid timeline and requirements for indicative offers
Vendor due diligence is also conducted during this stage by advisors who do this properly. This means identifying the issues a buyer's accountants and lawyers are likely to find and addressing them before they become negotiating leverage. Clean financials, resolved legal matters, documented processes, and clear IP ownership all need to ideally be in place before the first buyer receives the IM.
With the IM and teaser prepared, your advisor begins approaching buyers. This process is entirely confidential: your business is not listed publicly, and your staff, customers, and suppliers do not know a sale is underway.
The outreach process is structured in phases. First contact is made using the blind teaser. Interested parties sign a Non-Disclosure Agreement before receiving the full IM. Your advisor manages all buyer communication, fielding questions, providing additional information, and keeping you informed without requiring your direct involvement at this stage.
How buyers are selected
Not every potential acquirer is worth approaching. Your advisor should be targeting buyers for whom your business has genuine strategic value, not simply compiling a list of companies in the same sector. The highest-value buyers are often those who can extract synergies your business cannot generate alone: access to a new customer segment, a complementary service line, a distribution network, or a platform for geographic expansion.
- Trade buyers: strategic acquirers in the same or adjacent sector
- Private equity: financial buyers building platforms or bolt-on acquisitions
- Interstate or international acquirers: companies entering new states or the Australian market
- Management buyout: existing management team backed by external finance
A well-run buyer process will typically have 6–20 qualified parties under NDA before moving to indicative offers. More niche businesses may have fewer buyers by design.
After reviewing the IM, interested buyers are invited to submit an indicative offer: a non-binding letter of intent that outlines their proposed price range, deal structure, key conditions, and intended timeline. This is not a binding commitment, but it establishes the commercial parameters each buyer is working within.
What your advisor does with indicative offers
Receiving multiple indicative offers is where a well-run process pays for itself. Your advisor assesses each offer not just on headline price, but on deal structure, certainty of close, conditions and earnout risk, and the strategic fit of the buyer. A lower headline price with a clean structure and no earnout may be worth more than a higher price contingent on future performance milestones.
Your advisor will then shortlist 2–4 buyers for further engagement. Shortlisted buyers are typically invited to a management presentation and given access to a data room for deeper commercial and financial review before submitting a final binding offer.
"Buyers who know they are competing behave differently: they move faster, make fewer demands, and stretch on price."
One of the most valuable things an experienced advisor does at this stage is maintain competitive tension between shortlisted buyers. Advisors who allow a process to narrow to a single buyer too early consistently produce worse outcomes.
Once a preferred buyer has been selected and a heads of agreement signed, formal due diligence begins. This is the most intensive period of the process for the business owner and the stage where transactions most commonly run into difficulty.
- Financial due diligence: verification of reported EBITDA, revenue quality, working capital, and normalisation adjustments
- Legal due diligence: contracts, IP ownership, employment agreements, leases, litigation history, and regulatory compliance
- Commercial due diligence: customer relationships, market position, competitive dynamics, and growth assumptions
- Tax due diligence: tax compliance history, structure, and any exposures
A business that has been properly prepared with vendor due diligence conducted before going to market will move through this stage faster and with fewer surprises. Surprises in due diligence are expensive: they give buyers grounds to renegotiate, reduce price, or introduce conditions that erode the value of the deal.
Negotiating the final terms
Due diligence runs in parallel with negotiation of the formal sale agreement. Key terms negotiated at this stage include final enterprise value and completion accounts mechanism, warranty and indemnity provisions, earnout structure if applicable, post-sale involvement and restraint of trade, and treatment of working capital, debt, and cash at completion.
Your advisor plays a central role throughout this stage, keeping the process on timeline, managing the flow of information to the buyer's team, and negotiating the terms of the sale agreement alongside your lawyers.
Settlement is the point at which ownership transfers and proceeds are paid. In Australia, settlement for a business sale typically occurs simultaneously with the execution of final legal documentation, or shortly thereafter once completion requirements are executed. Some transactions involve staged payments, earnouts, or deferred consideration that extend the financial relationship between buyer and seller beyond settlement day.
- Execution of the formal Share Sale Agreement or Business Sale Agreement
- Transfer of shares or assets, as applicable
- Payment of the purchase price (or initial tranche, if staged)
- Handover of keys, systems access, and operational control
- Commencement of any agreed transition or consulting period
Most buyers will require the selling owner to remain involved in the business for a defined period post-settlement, typically 3–12 months, to ensure continuity of customer and staff relationships and general operations. The terms of this transition, including any continuing remuneration, should be agreed and documented before settlement.
How Long Does It Take to Sell a Business in Australia?
For businesses in the $5M–$50M enterprise value range, the total timeline from advisor engagement to settlement is typically 6–12 months. Depending on the complexity and evolving market dynamics, it can extend beyond 12 months. Here is how that breaks down across the stages:
| Stage | Typical Duration |
|---|---|
| Exit readiness and preparation | 6–10 weeks |
| Buyer outreach and NDA process | 4–8 weeks |
| Indicative offers and shortlisting | 4–6 weeks |
| Management presentations and data room | 2–4 weeks |
| Due diligence and negotiation | 8–14 weeks |
| Legal documentation and settlement | 4–8 weeks |
| Total | 6–12 months |
The most common source of delay is due diligence, particularly when financial accounts are not clean, there are unresolved legal matters, or the buyer's financing requires third-party approval. Businesses that are well-prepared before going to market consistently close faster.
What Determines the Price You Achieve?
Price is not simply a function of your EBITDA multiple. The multiple you achieve depends on the quality and defensibility of your earnings, the strength of the process your advisor runs, and how well the business was prepared before going to market.
- Recurring or contracted revenue
- Low customer concentration (no single customer above 15–20% of revenue)
- Management team that operates independently of the owner
- Documented processes and systems
- Strong growth trajectory heading into the sale
- Multiple competing buyers in the process
- Owner-dependent operations
- Concentrated customer or supplier relationships
- Declining revenue or margin compression
- Unresolved legal, tax, or compliance issues
- A sale process that runs out of competitive tension
Understand where your business sits on these dimensions before speaking with an advisor. The M&A Concierge Price and Probability Assessment gives you an independent baseline.
Get your assessment →Do You Need an M&A Advisor to Sell Your Business?
For businesses with $2M or more in EBITDA, the answer is almost always yes, but the right advisor, not just any advisor. The difference between a well-run sale process and a poorly run one is not marginal. It can mean millions of dollars in enterprise value, a deal that closes cleanly versus one that falls over in due diligence, and terms that protect you post-sale versus ones that leave you exposed.
The question is not whether an advisor costs money. It is whether the right advisor makes you more money than they cost, and whether the process they run gives you the certainty, confidentiality, and outcome you are looking for. For a full breakdown of what M&A advisors charge in Australia, see: M&A Advisor Fees in Australia: What Do They Charge?
If you are ready to take the first step, M&A Concierge provides an independent advisory call that helps you understand your options, assess your readiness, and identify the right M&A advisor for your transaction — before you commit to any process.
Selling a business in Australia involves engaging an M&A advisor, preparing the business for sale, running a confidential buyer process, negotiating and accepting an offer, completing due diligence, and settling the transaction. For businesses with $2M+ EBITDA, the process typically takes 6–12 months and is managed end-to-end by the advisor.
The key steps are: exit readiness assessment, advisor engagement and sale strategy, information memorandum preparation, confidential buyer outreach, indicative offers and shortlisting, due diligence and final negotiation, and settlement. Each stage has distinct tasks and timelines, covered in detail in this guide.
For most mid-market businesses, the process takes 6–12 months from advisor engagement to settlement. Preparation takes 6–10 weeks; running a buyer process takes 3–5 months; due diligence and settlement takes a further 8–14 weeks. Well-prepared businesses consistently complete faster.
When you sell a business, ownership transfers from the seller to the buyer in exchange for an agreed purchase price. The process involves a formal sale agreement (either a share sale or asset sale), due diligence by the buyer, legal documentation, and settlement. There is typically a transition period where the selling owner remains involved to ensure continuity.
For businesses with $2M+ EBITDA, an M&A advisor will typically produce a significantly better outcome than a business broker. Brokers list businesses publicly and work on volume; M&A advisors run confidential, structured processes that attract institutional and strategic buyers. The right choice depends primarily on the size and complexity of your business.
The best way to sell a business at the $2M+ EBITDA level is to engage an experienced M&A advisor, prepare the business thoroughly before going to market, run a structured competitive buyer process, and negotiate not just on price but on deal structure and terms. Businesses that sell well are prepared well, and the process often starts 12–24 months before settlement.
Most businesses that go to market through a well-run process with the right advisor receive offers. When businesses do not sell, the most common reasons are unrealistic price expectations, insufficient buyer preparation, a process that fails to generate competitive tension, or fundamental business issues that surfaced in due diligence. If a process does not result in a transaction, a good advisor should provide a clear analysis of why and what would need to change before re-engaging the market.
In a share sale, the buyer acquires the shares of the company, taking on both the assets and liabilities of the business. In an asset sale, the buyer acquires specific assets (equipment, contracts, goodwill) without taking on the corporate entity. Share sales are more common for larger transactions and are often preferable for sellers from a tax perspective. Your advisor and accountant should guide the right structure for your situation.