How do I sell my business in Australia and plan a move overseas?

Short answer: Work out what you own, what a buyer would actually acquire, what you may keep after liabilities, fees, tax and deferred payments, and which decisions become harder once a buyer and timetable are in place. If you may move overseas, assess the sale and your personal departure together. Your tax residence, the business’s position and the location of the buyer are separate questions. The 2027 Australian CGT changes make some calculations time-sensitive, but they do not make one sale date right for every owner. Get advice on your facts before signing a deal or acting on a departure date.

At a glance

Key takeaways

• Start with cash you can actually use after liabilities, fees, tax and delayed payments, rather than the headline sale price.
• Your personal departure, business operations and the sale contract can follow different timelines; model them together.
• The 2027 CGT changes make some calculations time-sensitive, but no single sale date is right for every owner.
• Compare share and asset offers on who receives the money, what transfers, buyer certainty and your post-sale obligations.

Begin with the figure that matters to you

An asking price is not the amount you can spend after completion. A more useful starting question is: what money will be available to me, when, and with which obligations still attached?

The distinction between you, your business and the assets each of you owns matters throughout this guide. Moving yourself overseas does not move an Australian company, change who owns its sale proceeds or settle Australian tax questions. Project Get Out uses that distinction in its Australian exit planning framework; here it becomes a practical way to avoid treating a business sale and a personal move as one event.

Three clocks can be running at once

1. The business clock: When will records, contracts, management and earnings be ready for buyer scrutiny?
2. The deal clock: When might an approach, offer, contract, due diligence and settlement happen?
3. The personal clock: When might your ordinary life and tax residence actually change?

The 1 July 2027 CGT changes add a policy date to that picture. They do not replace the three clocks. A rushed sale to meet a calendar date could sacrifice price or terms; waiting without checking a live transaction may also remove options. The task is to model plausible sequences with qualified advisers, not to guess a universal winner.

Consider a hypothetical founder who is approached by a buyer while planning to leave Australia. The offer is described as a price for the business, but most of it would be paid after two years if the founder keeps managing it. The buyer wants assets, not shares. Before debating whether to sign before July 2027 or move to Dubai first, that founder needs answers to four simpler questions: who receives the price, how much arrives at completion, what work remains in Australia, and what happens if later payments never arrive. The same headline price can support very different life plans.

Tax, CGT and leaving Australia

Tax answers depend on the seller, asset, ownership structure, date and available concessions. The Australian Government’s business CGT guide is a useful introduction. The 2027 reform summary below reflects Treasury’s current small-business explainer and Budget tax page, checked 24 September 2026. Further implementation details are still being developed, including for some cross-border cases, according to Treasury’s August consultation update. Recheck the final law before acting.

1. How much tax will I pay if I sell my business in Australia?

There is no reliable tax figure from the sale price alone. First identify whether you are selling shares or the business’s assets, who legally owns them, their cost bases, the relevant dates and any losses or concessions. If a company sells assets, the company may have tax consequences and the shareholder may face a separate question when money is later distributed. GST may also need analysis. Ask your Australian tax adviser for a written net-proceeds model showing the assumptions, cash at completion and what changes under different deal structures. business.gov.au’s sale guide lists CGT, GST and outstanding obligations as separate closing items.

2. Should I sell my business before 1 July 2027?

The date alone cannot answer that. Treasury says the new arrangements apply to gains accruing from 1 July 2027, while earlier accrued gains are protected under the announced transition approach. It also says the general 50% discount will be replaced for relevant later gains by inflation-based indexation with a minimum tax on real gains. Your result still depends on ownership, concessions, the size and timing of gains, and the actual transaction. An adviser should compare realistic sale scenarios after considering buyer readiness and price, not simply compare 30 June with 1 July on a calendar. Treasury small-business explainer.

3. How will the 1 July 2027 CGT changes affect selling my business?

They may change the treatment of future accrued gains; they do not rewrite every past gain or remove the small-business concessions. Treasury says the general 50% discount is replaced for relevant gains by inflation-based indexation and a minimum 30% tax rate on real gains from 1 July 2027. It says the four existing small-business concessions remain. It also announced an increase from $2 million to $10 million in the turnover threshold for the 50% active-asset reduction from that date. That is a particular concession, not an automatic gateway to every concession or a tax-free sale. The interaction with trusts, shares and residency can be complicated; some details remain subject to further legislation and consultation. Treasury explainer; Treasury consultation update.

4. Do I qualify for the small business CGT concessions?

Possibly, but turnover is only one part of the test. The adviser must identify the asset and taxpayer, test the relevant small-business or net-asset gateway, assess whether the asset is active, and apply any extra conditions for shares, trust interests and the specific concession sought. The four concessions are the 15-year exemption, 50% active-asset reduction, retirement exemption and rollover. Different concessions can have different outcomes and timing requirements. Start with the Australian Government’s overview and have an appropriately qualified Australian adviser check the detailed rules on your structure.

5. Should I sell before or after I cease Australian tax residency?

Model both sequences before choosing either. Ceasing personal tax residency is a factual assessment, not a switch you can flick on a preferred date. A departure can itself trigger CGT event I1 on some assets without a cash sale; an individual may elect to disregard the departure gain or loss, with consequences for the asset’s later Australian tax treatment. A company’s own Australian position does not change merely because its founder moves. The destination’s tax treatment must be checked as well. A visa or flight booking settles none of those questions. See the ATO’s residency ruling and ATO guidance on ceasing residency.

6. Does leaving Australia trigger exit tax on my private company shares?

It can. The Australian “exit tax” label usually refers to a deemed disposal under CGT event I1 when an individual or company stops being an Australian resident, subject to the asset rules and any available individual election. Private-company shares can be affected even though no buyer has paid you. Their value at the relevant date and your ability to fund any resulting liability matter. Do not assume all Australian-company shares are automatically excluded, or that an election simply cancels Australian tax. ATO CGT event summary; ATO explanation of the election.

7. Are gains made before 1 July 2027 grandfathered?

Treasury’s published position is that value built before that date keeps the old 50% discount treatment when sold later, subject to the detailed law and eligibility. That does not mean every asset owner needs an automatic 30 June valuation, or that every later sale receives a 50% discount. Private assets may need a defensible way to establish values and apportion gains. Ask who is responsible for the method and records before the relevant date. Treasury small-business explainer.

8. Do I need a business valuation at 30 June 2027?

You may need valuation evidence, but the correct method and date depend on the final rules and your assets. Treasury says earlier accrued gains are protected and has consulted on methods for assets without an obvious market price. A private company may have no quoted price, so a contemporaneous valuation could be useful evidence even if a sale is years away. Do not buy a valuation just because a headline says everyone must. Ask a tax adviser and valuer what is required for your facts and how the work should be documented. Treasury consultation update.

9. Does the $10 million turnover threshold mean my sale is tax-free?

No. Treasury’s announced $10 million threshold concerns eligibility for the 50% active-asset reduction from 1 July 2027. The gain, active-asset rules, ownership and any other concessions still need analysis. A 50% reduction is not a 100% exemption, and an asset sale can leave proceeds inside a company. Ask your adviser to show the tax calculation and cash path rather than relying on the threshold. Treasury explainer.

10. How does the $6 million net asset test apply to my business sale?

It is a test of the relevant net CGT assets, not a cap on your headline sale price. The calculation can include assets of connected entities and affiliates, with specific inclusions and exclusions. It is one possible route through the basic conditions for small-business concessions, not the entire eligibility decision. Ownership through multiple entities makes a quick mental calculation unreliable. Obtain a dated schedule of assets, liabilities, ownership and connections for your adviser to review. The Income Tax Assessment Act 1997, sections 152-15 and 152-20 sets out the test and net-value calculation.

11. Can I avoid Australian CGT by moving overseas?

Do not plan on that assumption. Changing where you live can trigger a deemed CGT event; Australia may retain taxing rights over particular assets or later gains; and your residency status depends on facts rather than an announcement. The destination can have its own rules. A sound question for advisers is, “What happens if I sell while resident, cease residence while still holding the asset, or sell afterward?” ATO guidance on changing residency and CGT.

12. If I sell after moving to Dubai, which country taxes the gain?

It depends on the seller, asset and actual residence and business facts in each country. For example, an individual selling shares, an Australian company selling assets and a trust disposing of interests are different transactions. Australian exit-event and taxable-Australian-property rules may matter; the UAE and any other relevant jurisdiction require separate current advice. A Dubai visa by itself does not decide Australian tax residency. Read our visa and residency explanation before using a destination as a tax answer.

13. How does a company or discretionary trust change the tax outcome?

It changes who sells, who receives proceeds and which rules apply. In a share sale, shareholders sell their shares. In an asset sale, the company or trustee may sell assets and receive the price first. The next distribution to owners can have separate consequences. Trust deeds, ownership percentages, connected entities and beneficiary positions may also affect concessions. The 2026 reform includes separate discretionary-trust measures and unfinished implementation details. Map the legal ownership chain before comparing tax estimates. Treasury explainer; business.gov.au on business structures.

14. Can I use the retirement exemption, super contribution or rollover?

Possibly, if the particular concession and contribution conditions are met. The small-business retirement exemption has a lifetime limit, and rollover can defer rather than erase a gain. Other concessions may interact, so the order of calculation matters. Do not agree to a transaction on the assumption that proceeds can simply be put into super or rolled into a new business. Ask for a written eligibility and timing checklist before contract. Australian Government’s CGT concessions overview.

15. How is an earn-out taxed if payments arrive after I leave Australia?

The answer depends on the agreement and whether the arrangement qualifies for specific look-through treatment. An earn-out makes part of the price contingent on later business performance. The initial disposal, later payments and a change in residency can interact across tax years and jurisdictions. Look-through treatment is a specialised set of rules, not a label that every delayed payment receives. Before accepting the offer, ask your tax and transaction advisers to model a low, base and high payment outcome, including tax timing and what happens if you move between payments. The explanatory memorandum for the earn-out rules explains their intended scope.

Valuation and sale readiness

The Australian Government’s valuation guide says there is no single method for every business. Market comparisons, assets and future returns each reveal something different. A valuation should state its purpose, assumptions, date and what a buyer still needs to verify.

16. How much is my business worth?

Its value is a reasoned range, not a number produced by one formula. Start with the earnings and assets you can document, then test what comparable buyers have paid, what future cash flow is reasonably supportable and which risks might change a buyer’s offer. Value can also depend on whether the buyer is acquiring shares or selected assets and whether you must stay on. A professional valuation and an actual offer answer related but different questions. business.gov.au sets out several valuation approaches.

17. How much is a business worth with $1 million in revenue?

Revenue alone does not give you a defensible value. Two businesses with the same sales can have very different margins, recurring customers, owner dependency, debt and growth prospects. Start with reliable accounts and a clear picture of profit and cash flow, then compare similar transactions and business risks. Treat online revenue multiples as conversation starters, not offers or valuations. business.gov.au valuation guide.

18. What profit or EBITDA multiple could my business sell for?

There is no universal multiple. Buyers may examine normalised earnings, the quality of those earnings, future growth, customer concentration, working capital and how much of the operation survives without you. A quoted multiple also needs a definition of the earnings figure and of debt, cash and working-capital adjustments. Ask a valuer or adviser for a range tied to comparable transactions and explicit assumptions. business.gov.au valuation methods; IBBA valuation benchmark guide for terminology, not an Australian price benchmark.

19. What add-backs can I include in normalised EBITDA?

Only adjustments a buyer can understand and verify should appear in your case. A genuinely one-off expense or an owner expense that will not continue may be relevant, but a recurring cost needed to operate the business is not magically removable. Give the accountant a schedule with invoices, dates, reason and whether the buyer will need a replacement cost. IBBA glossary of adjusted EBITDA explains the concept; the amount remains deal-specific.

20. Should my business be valued using EBITDA or SDE?

Use the measure that fits the buyer and operating model, and reconcile it to the accounts. SDE, or seller’s discretionary earnings, is often used to describe cash flow available to an owner-operator before accounting for that owner’s compensation; EBITDA can better expose the earnings of a business that must pay management. The labels are not interchangeable, and a buyer may adjust both. If your business relies on you doing several jobs, show the cost of replacing those jobs. IBBA explanation of SDE and EBITDA.

21. Is a broker appraisal the same as an independent valuation?

No; they can serve different purposes. An indicative market appraisal helps test an asking-price range and buyer appetite. A formal independent valuation may have a different scope, method, evidence standard and use, particularly for tax, disputes or a 2027 transition question. Ask the author what the report is for, whether it is independent, what information they saw and what assumptions could change the conclusion. business.gov.au says valuation methods and professional inputs vary.

22. What is my business worth if it depends heavily on me?

A buyer will ask whether earnings continue when you stop doing the work. Map which customers buy because of you, which decisions only you can make, who owns relationships and what management replacement would cost. Then test a realistic transition period. The aim is not to pretend owner dependency does not exist; it is to show what it would take to transfer the business and how the offer terms price that risk. This is a practical application of the government valuation guide’s focus on staff, procedures and future profit.

23. How do customer concentration and contracts affect value?

They affect how durable the expected earnings look to a buyer. If one client accounts for much of revenue, a buyer will scrutinise its contract, renewal terms, change-of-control rights, relationship owner and payment history. A stack of signed contracts may help, but only if the rights can continue after the transaction. Prepare a customer-concentration schedule and have a lawyer identify consent or assignment risks. business.gov.au lists customer and supplier details among valuation inputs.

24. How can I increase the value of my business in the next 6–12 months?

Make the earnings and transfer process easier to verify. Close overdue accounts, document recurring revenue and costs, reduce avoidable owner bottlenecks, review key contracts, resolve known compliance issues and organise the records a buyer will request. A larger top line is not the only route to a better offer: less uncertainty can improve price or deal terms. Do not make cosmetic changes that conceal a weakness. The government valuation guide asks for financial, legal, customer and procedure records for exactly these reasons.

25. What documents do I need before putting my business up for sale?

Prepare a controlled, accurate fact file before inviting buyers. Start with several years of accounts and tax records, monthly management figures, asset and debt schedules, major contracts, leases, licences, employment obligations, ownership records, IP, litigation and a realistic owner handover plan. Keep personal information out of early buyer materials where possible. A buyer’s diligence list will vary, but the government buying guide shows the categories buyers commonly inspect, and the OAIC explains privacy limits during a sale.

Finding buyers and choosing an adviser

The Australian Government’s selling guide describes several ways to find buyers and recommends checking a broker’s credentials. The right process depends on the business, buyer universe, confidentiality needs and your own ability to run a transaction while still operating the company.

26. How do I find a buyer without employees or customers finding out?

Use a staged, confidential process, while accepting that absolute secrecy cannot be promised. Prepare an anonymised first description, screen buyers before revealing identity, use an appropriate confidentiality agreement and release sensitive detail in stages. Plan when key staff, customers or suppliers would need to be told and who will speak to them. An adviser can help manage outreach, but you still need to approve disclosures. Where personal data is involved, follow the OAIC’s guidance on selling a business.

27. Should I use a business broker or an M&A adviser?

Compare the work proposed, not the title. Ask who will value the business, identify buyers, prepare material, run a process, qualify finance, negotiate terms and coordinate lawyers and accountants. Ask how many comparable deals the individual has handled and who actually does the work. A broker may be ideal for one sale; a targeted M&A process may fit another. Neither label tells you the quality of execution or whether tax and legal advice is included. business.gov.au lists accountants, lawyers and business brokers as possible sale professionals.

28. How much do business brokers charge in Australia?

There is no one fee you can safely assume. Request a written proposal showing any upfront payment, monthly retainer, success fee, minimum fee, GST, expenses, exclusivity period, termination rights and any fee payable if a buyer you already know completes the deal. Ask whether the fee is calculated on headline price, cash at settlement or contingent amounts. Compare scope and incentives alongside price. Do not treat an unsourced online percentage as a current Australian market rate.

29. Is a business broker worth the fee?

Judge the likely work and outcome against the fee and the risks you would carry yourself. A useful intermediary may reach credible buyers, protect your time, keep a process moving and negotiate terms beyond price. A poor mandate can consume time or expose the business without producing a qualified offer. Ask for a buyer strategy, a named lead, comparable work, reporting cadence and a realistic explanation of what happens if there is no sale. The government selling guide describes several professional and self-directed routes.

30. Can I sell my business privately without a broker?

Yes, but you still need to manage the jobs a broker would have done. You must decide how to value and describe the business, screen buyers, preserve confidentiality, handle enquiries, negotiate, coordinate diligence and keep the company running. You should also obtain legal and tax advice for the structure and documents. A known buyer can make direct negotiation attractive, but one interested party does not automatically establish the best market price or terms. business.gov.au’s sale steps provide a useful task list.

31. Who is the best buyer: a competitor, employee, private investor or private equity firm?

The best buyer is the one whose price, certainty, timing, conditions and post-sale demands fit your objective. A competitor may see strategic value but require careful information controls. An employee or management team may know the business but need financing. An investor may offer capital and ongoing involvement rather than a clean exit. Compare each buyer on proof of funds, regulatory or financing conditions, staff plans, confidentiality and how much of the price is actually paid at completion.

32. A buyer approached me about my business — what should I do next?

Slow the process enough to protect information and understand the proposal. Record who approached you and why, check identity and capacity, decide what can be shared, and seek advice before signing exclusivity or sending a full data room. An unsolicited approach is useful evidence of interest, not proof that the price is fair. Ask what the buyer wants to buy, how they would pay and what timetable they expect. Then decide whether to negotiate with them alone or test alternatives.

33. Should I tell the buyer my asking price first?

There is no universal negotiation rule. A price may save time when the buyer’s range is clearly incompatible, but an unsupported number can become an anchor before you know the buyer’s plans or the deal terms. Build a defensible valuation range and know your minimum acceptable net and certain outcome. If a buyer asks for a number, clarify what they mean by price: shares or assets, debt and cash treatment, working capital, earn-out and transition obligations.

34. Should I approach other buyers after receiving an offer?

Often it is worth considering, unless your commitments or circumstances make that inappropriate. One offer may reveal serious demand, but it does not show what another buyer would pay or accept. Check any confidentiality, no-shop or exclusivity terms before contacting others. Compare the delay and disclosure cost of a wider process against the potential improvement in price and certainty. Have an adviser explain the timetable and how the first buyer may respond.

35. What information can I safely give a competitor?

Start with less, then increase access only when there is a justified need and suitable controls. A competitor may need evidence of earnings and operations, but early disclosure of named customers, individual employee data, pricing strategy or sensitive pipeline information can cause harm if the sale fails. Use aggregated or de-identified figures, stage access and get advice on confidentiality and competition issues where relevant. The OAIC recommends de-identification and controlled data-room access for personal information.

36. How do I check whether a buyer can actually fund the deal?

Ask for evidence that matches the proposed structure and deadline. Cash in a bank, a lender’s indication, an investment committee process and a plan to raise funds are different levels of certainty. Ask what approvals remain, whether the buyer needs your financial statements for financing, what deposit or security is proposed and what happens if funding fails. Keep financing and diligence conditions visible in your offer comparison. Your lawyer and transaction adviser can decide what evidence is reasonable at each stage.

Deal structure, diligence and settlement

Once price feels real, owners sometimes treat the sale as inevitable. It is still possible for the deal to change materially through structure, diligence, conditions, funding or transition demands. The Australian Government’s sale guide covers negotiation, contracts, employees and transfer obligations; the questions below help turn that into a decision list.

37. How long does it take to sell a business in Australia?

There is no dependable standard duration. Readiness, buyer search, negotiations, funding, diligence, landlord and contract consents, regulatory issues and handover can each set the pace. A buyer already at the table can shorten search time but still need lengthy diligence or approvals. Work backwards from the latest safe date for each decision, not a promised settlement date. The government warns that some licence transfers can take significant time, so identify those dependencies early. business.gov.au on changing ownership.

38. Can I sell my business quickly before the tax changes?

Possibly, but a fast signed contract is not the same as a completed, well-priced sale. A real buyer, clean information, simple ownership and limited third-party consents can help. A rushed process can also produce a lower price, heavier warranties or an earn-out that leaves you working in the business. The tax event date can differ from settlement; for a typical disposal under CGT event A1, the ATO lists the contract date as the event time. Have an adviser apply that rule to the actual contract and the 2027 transition, rather than relying on the settlement date alone.

39. What is the difference between a share sale and an asset sale?

A share sale transfers ownership of the company; an asset sale transfers specified assets or a business carried on by an entity. The seller, liabilities, contracts, employees, tax and GST analysis may differ. Buyers may prefer one form for risk or flexibility; sellers may prefer another for proceeds or tax. The price alone does not tell you which is better. Get a side-by-side model of who sells, what transfers, who pays tax and how money reaches you. The Australian Government’s selling guide recommends identifying exactly what is included and checking the tax implications before contract.

40. If my company sells the assets, does the money stay in the company?

Initially, yes: the company that sells generally receives the proceeds. That is not the same as you personally receiving the full price. Debt repayment, tax, retained cash, shareholder loans and any distribution or winding-up step can alter what eventually reaches you and when. Ask your adviser to draw the cash path from buyer to selling entity to each owner. Do this before accepting an asset-sale offer, especially if your personal move depends on the proceeds. business.gov.au explains that a company is a separate legal entity.

41. Is GST payable, or can the sale be a going concern?

A qualifying sale of a going concern can be GST-free, but the label in a contract does not make it so. The ATO lists conditions including payment, purchaser GST registration, a written agreement, supplying what is necessary for continued operation and carrying on the enterprise until supply. The treatment of a share sale is different again. Have the tax adviser and transaction lawyer settle the intended treatment and contract wording before signing. ATO guidance on selling a going concern.

42. Should I accept an earn-out or vendor finance?

Accept either only if the extra proposed value justifies the delayed-payment and control risk. An earn-out depends on future performance measures that the buyer may influence. Vendor finance makes you a creditor of the buyer. Ask what is paid at completion, how later amounts are measured, what information you can inspect, what security exists, what happens after a dispute or default and whether you must remain in the business. Model the cash you can rely on without the contingent amount. Tax treatment needs its own review; the earn-out rules’ explanatory memorandum shows why deferred consideration is not one simple category.

43. Can I sell part of the business and keep some ownership?

Yes, if a buyer agrees, but a partial exit is a continuing partnership. Define what percentage is sold, who controls decisions, how future funding works, what happens if you disagree and when or how the remaining interest can be sold. If you plan to live overseas, check whether ongoing management or employment obligations fit that plan and how each entity will operate. A higher apparent valuation is less useful if the retained interest is hard to realise or carries obligations you do not want.

44. How long will I need to stay after the sale?

It is negotiated, and it may be one of the most important terms for someone planning to relocate. Buyers may ask for training, introductions, consulting or an employment period. Put duties, hours, location, pay, authority, restrictions and an end date in writing. Test whether the role requires you to remain in Australia or continue managing an Australian business after your planned departure. Have a qualified adviser assess any tax or residency implications; a handover clause is not merely an operational detail.

45. What happens to staff, leave, leases, licences and contracts?

Each has to be mapped to the chosen transaction and handover plan. Employee termination or transfer rules and entitlements need separate work. Leases, permits and customer contracts may need consent or a new agreement. An asset sale can require different transfers from a share sale. Record each item, its owner, consent requirement, deadline and fallback if consent fails. Fair Work explains transfers of business, and business.gov.au lists ownership-transfer tasks.

46. What will a buyer investigate during due diligence?

Expect the buyer to test the earnings story and the legal ability to take over what they think they are buying. Financial statements, tax returns, debt, cash flow, customers, contracts, employees, IP, licences, litigation, cyber and data practices can all be relevant. Keep an issue log: what was requested, what was supplied, what remains open and whether a finding changes price or warranties. The government buying guide sets out common diligence categories. Protect personal information during disclosure under the OAIC’s sale guidance.

A one-page decision file for your advisers

The fastest useful step is to turn a vague question — “Can I sell and move?” — into a small set of facts that the right people can test. This worksheet is an editorial decision aid, not a legal test or valuation.

The useful meeting is one where an M&A adviser, Australian tax adviser and transaction lawyer can each see the same ownership, numbers and intended timetable. If you are planning an overseas move, add a destination-qualified adviser for that country. Ask each person what they advise on, what they do not, and who coordinates the handoffs. Our guide to preparing for a first advice meeting can help you organise the wider move; the Australian Exit Guide covers the general foundations.

It is entirely possible that the best decision is to keep operating the business, improve it before sale, postpone a move or choose a different destination. The point of doing this work early is to preserve those options while the facts can still change the plan.

Important: This article is general information only and does not constitute legal, tax, financial, investment or immigration advice. Rules and programmes can change. Obtain advice from appropriately qualified professionals who understand your facts and the relevant jurisdictions before acting.