Preparing a Business for Sale or Investment
Updated: 1 day ago
Key takeaway: The price a buyer or investor pays reflects how much of the business they can verify and how much risk they think remains. Preparation two years ahead, not two months, is what lifts value and shortens due diligence. Larger deals must also now allow for mandatory ACCC notification.
Background
Buyers and investors pay for sustainable earnings and discount for uncertainty. Every unanswered question in due diligence becomes a price reduction, a retention, a warranty or a delay. Most of those questions can be answered in advance by the owner, at lower cost and without the pressure of a live negotiation.
What has changed
Australia's merger control regime became mandatory and suspensory on 1 January 2026. Acquisitions that meet the notification thresholds must be cleared by the ACCC before completion. Broadly, the economy-wide test captures deals where the combined Australian turnover of the parties exceeds $200 million and either at least two parties each have Australian turnover above $50 million or the global transaction value exceeds $250 million. Separate thresholds apply to very large acquirers and to serial acquisitions. Deal timetables need to allow for this.
Funding conditions are tighter. With the cash rate at 4.60%, debt is more expensive for buyers, which tends to weigh on the multiples they can pay.
What buyers and investors look for
Reliable financial statements. At least three years of audited or reviewed accounts and timely monthly management accounts.
Normalised earnings. A clear bridge from reported profit to maintainable EBITDA, with each adjustment supported.
Working capital. An understanding of normal working capital levels, which often becomes a price adjustment at completion.
Tax hygiene. Lodgments up to date, no unresolved ATO matters, shareholder loans cleared or on complying Division 7A terms, and payroll and super compliant with Payday Super.
Customer and supplier strength. Limited concentration, written contracts and an understanding of any change-of-control clauses.
People. Reduced dependence on the owner, key staff retained, and employee entitlements properly recorded.
Legal and structural clarity. Ownership of intellectual property, leases and licences, and a group structure that suits a sale of shares or of assets.
A credible forecast. Assumptions that tie to recent performance and the market.
Who is affected
Owners planning a sale or retirement, founders seeking growth capital, family businesses considering succession, and groups preparing to buy or sell a division.
Commercial implications
Preparation affects the price, the terms and the likelihood of completing. Buyers who find clean records, normalised earnings and few surprises are more likely to proceed on the agreed price with fewer conditions. Owners who prepare early can also plan their personal tax position, including whether the small business CGT concessions are available. Those concessions depend on conditions such as net assets or turnover thresholds and how long assets have been held, so eligibility should be checked well before a sale.
Recommended considerations
Commission a vendor-side review of earnings, working capital and tax at least a year before going to market.
Obtain an independent valuation to set realistic price expectations.
Clear or formalise shareholder loans and tidy the group structure.
Review key contracts for change-of-control and assignment clauses.
Reduce reliance on the owner by delegating relationships and decisions.
Build a data room with financial, tax, legal and employment records.
Check early whether the transaction may need ACCC notification.
Take personal tax advice on the sale structure and any CGT concessions.
Sources
Speak with Reset Group. We help owners prepare for sale or investment with valuations, earnings reviews, tax planning and transaction support. Call +61 2 8208 3314 or email info@resetgroup.com.au.
General information only, current at 30 October 2026. It does not take your circumstances into account and is not advice. Liability limited by a scheme approved under Professional Standards Legislation.
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