The Accountants and Professional Advisors' Guide to Selling a Business in Victoria

In today’s market, more business owners are preparing for sale than ever before. With increasing demand for high-quality exit advice, now is the time for professional advisers to deepen their understanding of the legal landscape surrounding selling business in Victoria.

This article outlines key insights for advisors who want to provide strategic value to clients thinking about how to sell a business.

How to Support Clients

If your client is selling a small business in Victoria, they will need more than just a buyer. They will need clear guidance on tax outcomes, deal structure, compliance and transition planning.

As their advisor, you play a critical role in:

• Helping prepare accurate and clean financials
• Assessing CGT concessions and tax minimisation options
• Structuring the sale as a share sale or asset sale
• Identifying key legal and commercial risks early
• Supporting the client emotionally through a high-stakes process

Understanding these dimensions puts you in a strong position to offer advice that goes beyond the basics.

Legal Structuring Considerations

One of the most important decisions in any business sale is the structure.

• Asset sale: The buyer purchases selected assets (e.g. goodwill, equipment, IP). The seller retains the company shell and liabilities.
• Share sale: The buyer purchases all shares in the company, acquiring both assets and liabilities.

Each structure has different legal and tax consequences, which must be carefully evaluated in advance. Advisors are often the first to help clients weigh up which option offers better outcomes.

If your client is asking “how do I sell my business?”, your answer should start with: “Let’s look at your structure, tax position, and risk profile.”

CGT Concessions: A Strategic Tax Advantage

If your client qualifies as a small business entity, they may be eligible for small business CGT concessions. These concessions can significantly reduce or eliminate capital gains tax on the sale of their business.

To maximise this opportunity:

• Ensure pre-sale planning is started well in advance
• Confirm active asset and turnover tests are met
• Review related party and affiliate ownership structures
• Engage legal and tax professionals early to avoid technical missteps

As an advisor, helping your client understand the timing and qualification rules for these concessions is one of the most valuable services you can offer.

Selling a Business Privately: What to Watch For

Some clients will want to know how they can sell their business privately, without a broker. This can work in certain circumstances - particularly when a buyer is already known to the seller - but requires close attention to detail.

Without professional guidance, private sales can suffer from:

• Poorly drafted heads of agreement
• Inadequate due diligence
• Lack of legal protection through contracts and warranties
• Underestimating the complexity of employee transfers and tax treatment

As their advisor, your role is to identify where the client can proceed on their own and where legal input is essential.

Advisors Are Key to a Successful Business Sale

Business owners often begin their exit journey by speaking to their accountant, broker or trusted advisor. That makes your guidance pivotal especially in the early planning stages.

Whether your client says sell my business next year or five years from now, you have an opportunity to deliver forward-thinking advice that protects their wealth, minimises risk, and ensures a smooth transition.

If you're advising clients on on selling their business, now is the time to strengthen your understanding of the legal structuring issues that matter most.

Join Our Panel Discussion

This is an opportunity to deepen your insight and strengthen your advisory role. Join us for a live panel discussion hosted by experts in the field.