How to Sell Your Business in Australia: A Practical Guide

Selling your business is one of the biggest financial decisions you'll make as an Aussie entrepreneur. Whether you're looking to retire, pivot to a new venture, or simply cash in on years of hard work, understanding the process—especially with Australia's new regulatory landscape—is essential. The good news? 2026 is shaping up as a favourable year to sell, with more predictable economic conditions and solid buyer demand. But timing alone won't guarantee success. You'll need to prepare strategically, understand the new rules, and get your documentation in order well before you list.

The New ACCC Merger Control Regime: What Changed in 2026

The biggest shift for business sellers in 2026 is the introduction of a mandatory ACCC merger control regime. Gone are the days when many business sales could proceed with minimal regulatory oversight. From 1 January 2026, any transaction that meets prescribed thresholds requires formal notification to the Australian Competition and Consumer Commission (ACCC) before completion.

Understanding the Thresholds

Your sale will likely need ACCC clearance if the transaction involves the buyer obtaining control of your business and meets the economy-wide threshold:

• Combined Australian revenue of the buyer group plus your business is ≥ A$200 million, and
• Your business has Australian revenue ≥ A$50 million, or
• The global transaction value is ≥ A$250 million, or
• Your business plus similar acquisitions by the buyer in the past 3 years totals ≥ A$50 million in Australian revenue

If you're unsure whether your sale will trigger these thresholds, it's worth getting professional advice early. The ACCC also offers a waiver option for transactions unlikely to raise competition concerns or meet the monetary thresholds, which can be obtained starting 1 January 2026 and even during competitive bid processes.

The ACCC Assessment Timeline

Once you notify the ACCC, you can't complete the deal until they grant approval. Here's what to expect:

• Phase 1 assessment: Up to 30 business days, with approval possible as early as 15 business days
• Phase 2 assessment: Up to 90 business days for more complex transactions
• Conditional approval: The ACCC may approve your sale outright or with conditions

This means your sale timeline will be longer than in previous years. Factor in several months for regulatory clearance once you've reached a deal with a buyer.

Preparing Your Business for Sale: The Critical Steps

Start Early—Ideally in 2025

The preparation stage is crucial and will be longer under the new regime. You'll need to assemble detailed financial, operational, and market data for the ACCC. Starting your preparation now—even if you don't plan to sell immediately—gives you a significant advantage. Getting your documentation in order early allows you to move quickly when a buyer appears and align your deal timing with the ACCC's assessment process.

Get Your Financial Records in Order

Buyers and regulators will scrutinise your finances thoroughly. Ensure you have:

• At least 3–5 years of audited or reviewed financial statements
• Detailed profit and loss statements, balance sheets, and cash flow statements
• Tax returns and ATO compliance records
• A clear breakdown of revenue by customer, product line, or service
• Documentation of any liabilities, debts, or contingent claims

Clean, accurate financial records demonstrate credibility and reduce due diligence delays. If your records are messy, now's the time to clean them up.

Document Your Operations

Buyers want to understand how your business actually runs. Prepare documentation covering:

• Key operational processes and systems
• Staff structure, contracts, and key person dependencies
• Customer contracts and retention rates
• Supplier agreements and supply chain resilience
• Intellectual property, licences, and regulatory compliance
• Details of any leases, property ownership, or equipment

This operational transparency is especially important for ACCC review, as regulators will assess whether the sale could affect competition in your market.

Understand Your Business Valuation

Before you talk to buyers, get a professional valuation. This gives you a realistic asking price and helps you understand what you're actually selling. Common valuation methods for Australian businesses include:

• Multiple of earnings (EBITDA or profit)
• Revenue multiples
• Discounted cash flow analysis
• Asset-based valuation

A good accountant or business advisor can help you determine which method suits your business best.

The Sale Process: Step by Step

1. Decide on Your Sale Structure

Are you selling the assets of your business, or are you selling the company itself? This has tax and legal implications, so get advice from your accountant and a business lawyer. The structure you choose affects how much tax you'll pay and what liabilities transfer to the buyer.

2. Find the Right Buyer

You can sell through:

• Business brokers: They'll market your business to their network of buyers
• Investment banks or M&A advisors: Useful for larger or more complex sales
• Direct approaches: If you know potential buyers (competitors, suppliers, or industry players)
• Online marketplaces: Australian platforms connect buyers and sellers

Each option has pros and cons. Brokers provide reach but charge fees; direct sales keep costs down but require more effort on your part.

3. Manage the Due Diligence Process

Once a buyer shows serious interest, they'll conduct due diligence—a detailed investigation of your business. Be transparent and responsive. Delays in providing information can kill a deal. Have your documentation ready to go.

4. Notify the ACCC (If Required)

If your sale meets the thresholds, the buyer must notify the ACCC before completion. You'll need to provide detailed information about the business, the transaction, and the competitive landscape. This is where your operational and financial documentation becomes essential. Don't underestimate how long this can take—factor in the Phase 1 and potentially Phase 2 timelines mentioned earlier.

5. Negotiate and Finalise Terms

Work with your lawyer to negotiate the sale agreement. Key items include:

• Purchase price and payment terms
• Representations and warranties (what you're guaranteeing about the business)
• Indemnities (protection against future claims)
• Conditions precedent (what must happen before completion)
• Non-compete and restraint clauses
• Transition and handover arrangements

6. Complete the Sale

Once the ACCC has granted clearance (if required) and all conditions are met, you'll exchange contracts and settle. Settlement is when the buyer pays and you hand over ownership. Your lawyer will handle the legal paperwork; your accountant will manage the tax implications.

Tax Considerations When Selling Your Business

Selling a business has significant tax implications. You may face capital gains tax (CGT) on the profit from the sale. However, if you've owned the business for at least 12 months, you may qualify for the CGT discount, which can reduce your tax bill substantially.

Key points:

• Discuss your sale structure with your accountant before you commit to anything
• Understand your CGT position and whether you're eligible for concessions
• Keep detailed records of your cost base (what you paid for the business and improvements)
• Consider the timing of your sale for tax purposes

The ATO has detailed guidance on selling a business—your accountant should be across this, but don't hesitate to ask questions.

Key Takeaways for Selling Your Business in 2026

Selling your business is achievable and can be rewarding, but it requires careful planning—especially in the new regulatory environment. Here's what you need to do:

• Start preparing now. Get your financial and operational records in order.
• Understand the ACCC thresholds. Know whether your sale will require regulatory clearance.
• Assemble your team. Work with a business lawyer, accountant, and potentially a broker or M&A advisor.
• Factor in extra time. The ACCC assessment process will add months to your timeline.
• Get professional tax advice. Understand your CGT position and optimize the structure of your sale.
• Be transparent. During due diligence and ACCC review, provide complete and accurate information.

If you're thinking about selling in 2026, the time to start preparing is now. Get your documentation in order, understand your valuation, and assemble the right advisors. With proper planning, you can navigate the new regulatory landscape and achieve a successful sale.