Quick answer
Most Australian small businesses that sell take around six to nine months from listing to settlement, with smaller, well-prepared businesses sometimes faster and businesses over $2m often a year or more. The span is set less by finding a buyer than by the sign-offs after an offer: due diligence, the buyer's finance, landlord consent to assign the lease and licence transfers.
Key points
- Allow six to nine months from listing to money in the bank, and plan your commitments around the slow case
- Most of the waiting happens after a buyer says yes: due diligence, buyer finance, lease and licences
- Landlords have 28 days to respond to a properly made assignment request in NSW and Victoria
- business.gov.au warns some licence transfers can take up to 12 months
- Keep trading normally until settlement: a going-concern sale depends on it
- Heads of agreement is a plan; an unconditional contract is an exit a lender can lean on
Short answer: most Australian small businesses that sell take around six to nine months from listing to settlement. Smaller, well-prepared businesses can be quicker; businesses over $2m often take a year or more. Finding a buyer is only part of it. Most of the span sits after a buyer says yes, in due diligence, the buyer’s finance, the landlord’s consent and licence transfers.
The six-to-nine-month figure gets repeated everywhere, usually without the parts that matter to you as the seller: which stages carry the load, where the slow case lives, and what happens if you’ve committed to something else before the money lands. This guide treats the sale like a set of drawings: each stage, a realistic span, a slow-case span, and the sign-off that ends it.
What are the stages of selling a business?
The business.gov.au guide to selling your business sets out the steps: deciding what’s for sale, valuing it, finding buyers, negotiating price, deposit and settlement period, preparing the contract, dealing with employees and tax, then transferring leases, licences and permits. In practice they group into seven stages.
| Stage | Realistic span | Slow-case span | What ends it |
|---|---|---|---|
| 1. Preparation and valuation | 1–2 months | 3–6 months | Financials tidy, price set, broker engaged |
| 2. Marketing and buyer screening | 1–6 months | 12 months | A buyer makes an acceptable offer |
| 3. Offer and heads of agreement | 2–4 weeks | 6–8 weeks | Heads of agreement signed, deposit paid |
| 4. Due diligence and buyer finance | 3–6 weeks | 90 days | Buyer satisfied, loan approved |
| 5. Contract, lease and licences | 4–8 weeks | 3–12 months | Landlord consent, licences transferred, contract unconditional |
| 6. Settlement and handover | Settlement day, then 2–4 weeks’ training | Settlement deferred | Funds received, keys handed over |
| 7. Post-settlement payments | Nil if paid in full | 12–36 months | Deferred payment or earn-out paid |
Two notes on the table. The spans are planning allowances drawn from broker estimates and the official steps, not guarantees. And stages 4 and 5 can overlap: a well-run sale has the lease and licence work moving while the buyer is still checking the books.
For a sense of scale by size, one broker’s March 2025 article puts businesses under $500,000 at roughly three to six months when priced and marketed well, $500,000 to $2 million at six to twelve months, and larger businesses at one to two years.
Where does a business sale actually slow down?
Rarely in marketing, where the delay is at least visible. The slips that hurt are the ones after you’ve agreed a price and started planning around a date.
How long does due diligence take?
For a small business with clean records, three to four weeks is a fair allowance. Brokers report it stretching to 90 days when the buyer’s accountant finds gaps or the buyer’s bank wants more. The usual culprits: profit and loss figures that don’t reconcile to BAS, add-backs nobody can document, key supplier or customer contracts that aren’t in writing, and staff entitlements that haven’t been calculated.
The fix is upstream. Three years of financials, lodged BAS, the lease, equipment lists and employee records in one folder before you list will take weeks off this stage.
The buyer’s finance
Many buyers need a lender, and that lender runs its own due diligence on your business. A buyer can be keen and still be eight weeks from an approval. Ask early how the purchase is being funded, and whether the finance clause has a firm end date.
Landlord consent to assign the lease
If your business trades from leased premises, the buyer usually takes over your lease, and that needs the landlord’s consent. Retail leases in NSW and Victoria run on a 28-day clock. The Victorian Small Business Commission’s retail lease transfer information sheet says the landlord is taken to have consented if the tenant has met its obligations and the landlord gives no written consent or refusal “within 28 days of the tenant’s request”. NSW’s Retail Leases Act has an equivalent rule.
The catch is the phrase “met its obligations”. In Victoria, a request must include information about the incoming tenant’s financial resources and business experience, and where an ongoing business is being sold, the landlord can refuse if the tenant hasn’t provided three years of business records. An incomplete request doesn’t start a clean clock. Send a complete package on day one.
Non-retail leases (many industrial and office tenancies) depend on what the lease says, and there may be no deemed-consent rule at all. Read the assignment clause before you list. Until the transfer happens, business.gov.au notes you’re still responsible for the lease.
Licence and permit transfers
This is the item most likely to blow out the span. business.gov.au is blunt: “License transfers can take up to 12 months,” so plan early. Some are quick. For a NSW liquor licence, the NSW Government says provisional approval is usually given within ten business days of a complete application and confirmation usually within 60 days, and the business can keep operating while it’s assessed. Food business registrations, council permits, gaming, transport and health practice approvals all run on their own timetables. List every licence your business holds and ask each regulator how long transfer takes.
What happens between exchange and settlement?
Once the contract is signed and the conditions are satisfied, the sale is unconditional and a settlement date is fixed. A few items still need attention:
- Keep trading as normal. If the sale is meant to be GST-free as a going concern, the ATO’s sale of a going concern guidance requires the seller to supply everything needed to keep the business running and to carry on the enterprise until the day of the sale. Wind down early and you risk the GST treatment, and you hand the buyer a reason to reopen the price.
- Stock-take and adjustments. Stock is usually counted on or just before settlement, and the price moves with it. Staff entitlements, rent and outgoings are adjusted too.
- Clearance certificate if property is included. If the sale includes freehold premises, the foreign resident withholding rules can apply to property of any value, so you’ll need an ATO clearance certificate at or before settlement. Our guide to the clearance certificate before settlement covers the timing.
- Handover period. Training for the new owner often runs two to four weeks after settlement. It doesn’t usually hold up the money, but it does hold up your next venture.
How sure is the money at each stage?
The date matters, but so does how firm it is. A lender looking at the sale as the way out of a bridge reads the stage you’re at, not the stage you hope to be at by Christmas.
| Where the sale is | How a lender reads it |
|---|---|
| Listed, enquiries coming in | A plan, not an exit |
| Heads of agreement signed | A likely buyer; price and terms can still move |
| Contract signed, conditions open | Good, with each condition a named risk |
| Unconditional, buyer’s finance approved | Strong, with a date to plan around |
| Deferred payment or earn-out | Weaker; depends on future trading and the buyer paying |
Our sale exit page explains how lenders weigh each of these, and the exit evidence checklist lists the documents that move you up the table.
If your sale is signed and another commitment can’t wait for settlement, you can check your options here without it touching your credit file.
Selling a business and buying premises at the same time: a worked example
This is where timelines collide. An illustrative case, with made-up figures:
A café owner is selling their business for $680k so they can buy a larger venue’s business and fit-out. The sale went unconditional in month 4 with settlement set for month 7. The new venue’s vendor wants settlement in month 5. The owner has equity in an industrial unit they own.
Net exit proceeds from the sale (month 7):
| Item | Amount |
|---|---|
| Sale price | $680k |
| Broker and legal costs | −$45k |
| Equipment finance payout | −$60k |
| Tax reserve (accountant’s estimate) | −$70k |
| Net exit proceeds | $505k |
The bridge, base case and slow case:
| Base case (settles month 7) | Slow case (settles month 10) | |
|---|---|---|
| Bridge drawn in month 5 | $450k | $450k |
| Bridge costs over the span (dollar estimate) | $25k | $45k |
| Peak debt | $475k | $495k |
| Net exit proceeds | $505k | $505k |
| End debt after settlement | Nil, $30k surplus | Nil, $10k surplus |
In the base case the sale clears the bridge with room to spare. In the slow case, a licence transfer runs three months late and the surplus shrinks to $10k: still clear, but with almost no buffer if the stock-take adjustment goes the wrong way. That’s why we plan to the slow case. Put your own dates and numbers into the bridging calculator to see peak debt and end debt for both. If you’re also selling the freehold, add the tax side with our guide to CGT when selling business premises.
How to shorten the span before you list
- Tidy the books first. Three years of financials that reconcile to lodged BAS.
- Read your lease. Check the assignment clause, the remaining term and any options. A short remaining term can scare off a buyer’s lender.
- List every licence and permit and ask each regulator for its transfer timeframe.
- Prepare the landlord package so the 28-day clock starts on a complete request.
- Ask buyers how they’re funding the purchase before you accept an offer, and put a firm date on any finance clause.
- Run trade normally to the last day. Don’t let stock, staff or marketing slide.
- Don’t commit to your next move on the realistic date. Commit on the slow-case date, or have a bridge sized for it.
When the sale and your next move don’t line up
Selling a business is a long span with a firm far side, as long as the contract holds. The trouble starts when life on the other side has its own dates: a venue to settle, a partner to pay out, a debt that must be cleared before completion. We spend our days working out how to carry a business across exactly that kind of gap, using the sale itself as the exit.
Starting is simple and takes about 60 seconds. Your credit score won’t be affected just for asking, and your details aren’t sent to a pile of lenders, so your phone stays quiet. A real person reads your sale contract details and your timeline and calls you to talk it through.
Please fill in the form accurately: the sale price, the stage the sale has reached, the settlement date, your existing loans and what you need to fund. Getting those right is what lets us tell you on the first call whether a bridge fits, and how big it needs to be.
Frequently asked questions
How long does it take to sell a business in Australia?
For most small businesses that do sell, around six to nine months from listing to settlement. One broker's 2025 figures put businesses under $500,000 at roughly three to six months, those between $500,000 and $2 million at six to twelve months, and larger businesses at one to two years. Preparation before listing adds more time.
What are the stages of selling a business?
Preparation and valuation, marketing and screening buyers, offer and heads of agreement, due diligence and buyer finance, the sale contract, landlord consent and licence transfers, then settlement and handover. Deferred payments or an earn-out can run after settlement.
How long does due diligence take when selling a business?
Often three to four weeks for a small, well-documented business, but brokers report it stretching to 90 days when records are incomplete or the buyer's lender asks more questions. Having three years of financials, BAS and key contracts ready before listing is the best way to keep it short.
How long is it from heads of agreement to settlement on a business sale?
Commonly six to twelve weeks when conditions run in parallel, and longer when the buyer's finance, landlord consent or a licence transfer runs late. Heads of agreement is usually not binding on price, so treat the settlement date as a target until the contract is unconditional.
How long does a landlord have to consent to a lease assignment?
Under the retail leases legislation in NSW and Victoria, a landlord that neither consents nor refuses within 28 days of a properly made request is treated as having consented. The clock depends on the tenant supplying what the Act requires, including business records for an ongoing business sale in Victoria.
Can I stop trading once the business is under contract?
You shouldn't wind down. If the sale is meant to be GST-free as a going concern, the ATO requires the seller to carry on the enterprise until the day of the sale. Letting trade slide also gives a buyer grounds to renegotiate at the stock-take or walk away.
Can I sell my business and buy premises or another business at the same time?
Yes, but the two settlements rarely line up. If the purchase settles first, a short bridge secured over property can carry the gap, with the business sale as the exit. Lenders give most weight to a signed, unconditional sale contract with the buyer's finance approved.
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