What documents do I need to sell my business in Australia?

A buyer will ask for three categories of document: financial records (profit and loss statements and balance sheets, usually two to three years, tax returns and BAS), business operation records (asset registers, supplier and utility accounts, insurance, stock lists) and legal documents (leases, client and employee contracts, licences, any franchise agreement). Some states add a compulsory disclosure statement — Victoria requires a section 52 statement for a small business sold at up to $450,000, and South Australia a Form 2 below $300,000 excluding GST. Separately, you keep your own records after settlement: the ATO requires most business records for five years, and companies and employers have seven-year obligations. What applies to your sale depends on your state, structure and industry, so confirm it with your solicitor and accountant.

By the bizflip team · Published 2 September 2026 · Facts checked 2 September 2026 · Sources listed below

There is no single official checklist, because selling a business is a commercial transaction rather than a regulated form. What exists instead is a predictable set of documents buyers and their advisers ask for, a small number of statutory disclosures that apply in some states below certain price points, and records you must keep whether or not anyone asks. This page covers all three.

The three categories a buyer works through

business.gov.au tells buyers that due diligence means reviewing financial records, business operations and legal documents, because those are what let a buyer identify and manage the risks of the purchase. Business Queensland uses the same three headings when it tells sellers what to prepare.

Financial records

Buyers are told to examine the past three to five years of financials. Business Queensland's list for sellers is more specific about what to have ready:

Profit and loss statements for the past 24 to 36 months, showing net profit after business expenses.
Balance sheets for the same period — an itemised statement of total assets and total liabilities.
Cash deposit records: evidence of payments and receipts by cash, cheque or card.
Details of bank loans and lines of credit.
Cash flow forecasting information, and any business plan or strategy document showing how growth was planned.
A breakdown of outgoing costs — rent, utilities and the rest of what it takes to keep the doors open.
Details of the automated financial systems the business runs on, including training manuals or supplier details.
Tax returns and business activity statements, and records of accounts receivable and payable — the items business.gov.au directs buyers to examine.

Expect questions about debts, including superannuation and tax. Business Queensland's advice is to review these records with your solicitor and accountant before handing them over, to check they align with the marketing pitch. A discrepancy you find yourself costs less than one the buyer finds.

Business operation records

Utility accounts — past bills for phone, internet, electricity, gas and water.
Supplier accounts and contracts with external suppliers.
Insurance details: each policy and what it costs.
A stock inventory list, with a view on what proportion is obsolete or unsellable.
An asset register for tangible assets — plant, machinery and equipment, with date, description, model number, purchase price and current market or replacement value.
An asset register for intangible assets — goodwill, intellectual property, patents and trade marks.
Audit results where you have them (financial, safety or otherwise), with the auditor's contact details.
Industry association and licensing memberships.
An overview of marketing collateral: website, social accounts, signage, artwork.
A business history — what you sell, to whom, and how the business got here.

Legal documents

Read every contract before you hand it over, and check whether it can actually be transferred to a new owner. A contract that cannot be assigned is not an asset you can sell, and finding that out during due diligence is worse than finding it out now.

Client contracts and trading agreements, including remaining terms and financial values.
Employee contracts and agreements, position descriptions, performance review documents and payroll information.
The franchise agreement and its terms, if the business is a franchise.
Leases — premises, vehicles and equipment. Whether the landlord will consent to an assignment, or whether the buyer must negotiate a new lease, is one of the first questions business.gov.au tells buyers to ask.
Work health and safety policies, processes and procedures for your industry.
Licences and permits, and evidence that each is current.

Two further items belong here. Debts owing on assets registered on the Personal Property Securities Register will show up in a buyer's search, so know what is registered against your assets before they do. And each licence needs a decision — transfer it, or cancel it and have the buyer reapply. The Australian Business Licence and Information Service lists what your activity and location require. Start early: business.gov.au warns that licence transfers can take up to 12 months.

Disclosure statements that some states require

These are not documents you provide because a buyer asked. They are compulsory, they apply below particular price thresholds, and getting them wrong has consequences for the contract.

Victoria — a statement by a vendor of a small business, the section 52 statement, is required for the sale of a small business at a price up to $450,000. It is usually completed by the seller and their accountant on the form prescribed under the Estate Agents (General, Accounts and Audit) Regulations 2018. It doubles as a due diligence guide for the buyer, sets out the business's financial performance over the last two years and, since 20 May 2018, the current financial year to the most recent quarter. If it is not provided to the purchaser, the contract can be voided.
South Australia — under the Land and Business (Sale and Conveyancing) Act 1994, anyone selling a business for less than $300,000 excluding GST must give the purchaser a Form 2 vendor's statement, which states the gross income, purchases and operating expenses from which the last twelve months' net profit can be calculated.

Other states and territories handle this differently, and the rules change. Confirm with a solicitor in your state what disclosure applies to your sale before you go to market, not after you have a signed offer.

The contract, and what sits in it

business.gov.au describes the business sale agreement as a legally binding contract between you and the buyer covering the sale price, the payment method, the handover date, the assets included, the conditions of sale and any restraint clauses. In practice the buyer's solicitor usually drafts it. Business Queensland's list of provisions worth having in it is a useful completeness test: what happens if the buyer defaults on instalment payments or on supplier and client contracts, if the seller provided inaccurate financial information or does not in fact own an asset they claimed, or if the business changes significantly before the sale finalises.

Whether you are selling the business's assets or the shares in the company that owns it changes both the documents involved and the tax treatment, and that is a decision to make with your accountant and solicitor rather than from a checklist.

Documents that move at settlement

Business name. If the buyer wants to keep the name, the current owner starts the transfer in ASIC Connect and gets a transfer number to give the new owner, who then registers the name using it. ASIC cancels the old registration within 28 days of the transfer being submitted, and the transfer number is valid for four months and 28 days. Renewal periods do not carry over and unused fees are not refunded.
Employee records. Where the sale is a transfer of business, the old employer has to give the new employer the records of any transferring employee, and the new employer has to ask for records for anyone who becomes their employee within three months of the sale.
Licences, permits and leases — transferred, reassigned or cancelled, according to what each one allows.
Trade marks and other intellectual property, where they are part of what is being sold.
Registrations you no longer need. Notify the ATO, cancel your ABN where the business is ending, and notify ASIC if you trade as a company.

Tax is where general information stops being useful. Whether your sale is GST-free as the supply of a going concern depends on conditions set out in the ATO's ruling GSTR 2002/5, and whether you qualify for any small business CGT concession — the 15-year exemption, the 50% active asset reduction, the retirement exemption, the rollover — depends on your own facts. Both are questions for your accountant before you sign.

What you keep after the sale

Selling does not end your record-keeping obligations. The ATO says you will have to keep records relating to sales (including the sale of the business and its assets) and purchases, payments to employees, and payments to other businesses — for five years from when you prepared or obtained the record or completed the transaction it relates to, whichever is later. If the business is later reviewed or audited, those records can still be requested.

Most business records — five years, under the general ATO rule.
Company financial records — at least seven years, under ASIC's requirements for companies.
Time and wages records — seven years, under the Fair Work Ombudsman's record-keeping rules.
Records for CGT and depreciating assets — generally for as long as you hold the asset, then another five years after you dispose of it.

One more obligation runs the other way. If the sale includes personal information held in your customer database, the OAIC treats that as trading in personal information, and the Privacy Act covers any organisation trading in personal information regardless of turnover. Customer records you are not keeping should be securely destroyed or de-identified rather than left on a drive.

Where to start

Almost everything on this page is a document you are already required to hold. The exercise is less about producing new paperwork than about finding gaps: the expired licence, the lease with no consent-to-assign clause, the handshake supplier arrangement Business Queensland suggests replacing with a written contract before you go to market. Those take weeks to fix, which is why the work starts before the listing. Our guide to what goes in a data room covers how to organise and stage the release of it.

Buyers price uncertainty. Every document you cannot produce becomes a question, and every unanswered question becomes a discount or a condition in the contract.

Sources

Every load-bearing claim in this guide, and where it comes from:

business.gov.au tells buyers due diligence means reviewing "financial records, business operations, legal documents", to "examine the past three to five years of financials including: tax returns, business activity statements (BAS), records of accounts receivable and payable, balance sheets, profit and loss records, cash flow statements, sales records", and to ask "Will the landlord agree to the transfer of the lease into your name? Will you have to negotiate a new lease?", whether licences and permits are "up-to-date", and whether there are "debts owing on assets that are registered on the Personal Property Securities Register". — business.gov.au (Australian Government)
business.gov.au on selling: the business sale agreement is "a legally binding contract between you and the buyer" covering sale price, payment method, handover date, asset details, conditions and restraint clauses; sellers must "cancel your Australian Business Number (ABN)"; and "License transfers can take up to 12 months, so it's important to plan for this early in the sale process." — business.gov.au (Australian Government)
Business Queensland's document lists for sellers — financial records (profit and loss statements and balance sheets "for the past 24-36 months", cash deposit records, bank loan and line of credit details, cash flow forecasting, business plan, automated financial systems, breakdown of outgoing costs), business operation records (utility accounts, supplier accounts, insurance details, stock inventory list, business history, asset registers for tangible and intangible assets, auditing results, industry association details, marketing collateral) and legal documents (client contracts and trading agreements, employee contracts, franchise agreement, leases, work health and safety documents); the instruction to "read all contracts and agreements to check if they can be transferred to a new owner at time of sale"; the advice to review records with your solicitor and accountant "to ensure they align with the marketing pitch"; contract provisions for buyer default, inaccurate seller financial information and assets the seller does not own; and the legal-obligations checklist covering licence transfer via ABLIS, trade marks, notifying the ATO and ASIC and transferring lease titles. — Business Queensland (Queensland Government)
Business Queensland advises using "formal, written contracts to secure customers and suppliers rather than informal handshake or verbal agreements" and settling "any outstanding legal, taxation or superannuation matters" when preparing a business for sale. — Business Queensland (Queensland Government)
ATO: "If you sell or close your business during a period of review, these records can still be requested in the event the business is subject to a review or audit." You must keep records relating to "sales (including the sale of your business and assets) and purchases", "payments to employees" and "payments to other businesses", "for five years from when you prepared or obtained the records, or completed the transactions or acts those records relate to, whichever is later." — Australian Taxation Office
"You need to keep most records for 5 years"; for CGT and depreciating assets you generally keep the record for as long as you hold the asset and another five years after you dispose of it. — Australian Taxation Office
"Companies must keep financial records for at least 7 years." — ASIC
"Employers have to keep time and wages records for 7 years"; and "Where there has been a transfer of business, the old employer has to give the new employer records of any transferring employee. The new employer also has to ask for employment records from the old employer for any transferring employee who becomes an employee within three months of the sale." — Fair Work Ombudsman
ASIC on transferring a business name: "The current business name owner must start the business name transfer. We will send them a transfer number. The new business name owner must register the name using that transfer number." "Once the current business name owner has submitted the transfer, we will cancel their registration within 28 days. The transfer number is valid for 4 months and 28 days from the date of the transfer application." "Renewal periods are not carried over to the new registration. The current business name owner will not get a refund of the fees for the remaining registration period." — ASIC
Consumer Affairs Victoria: the section 52 statement "is required for the sale of a small business at a price up to $450,000", is "usually completed by the seller and their accountant using the form prescribed under the Estate Agents (General, Accounts and Audit) Regulations 2018", "provides a due diligence guide for a buyer and sets out the financial performance of the business over the last two years", and from 20 May 2018 must also provide "the financial performance for the current financial year up to the most recent quarter"; "If the statement is not provided to the purchaser, the contract can be voided." — Consumer Affairs Victoria
"Under the Land and Business (Sale and Conveyancing) Act 1994 (SA) anyone selling a business for less than $300 000 (exclusive of GST) must give the purchaser a Form 2"; "A Form 2 states the gross income, purchases and operating expenses from which the net profit of the business for the last twelve months can be calculated." — Legal Services Commission of South Australia
ATO: "No GST is payable on the sale of a going concern if certain conditions are met", with the conditions set out in GSTR 2002/5; and the small business CGT concessions comprise the 15-year exemption, the 50% active asset reduction, the retirement exemption and the rollover. — Australian Taxation Office
OAIC: "A business which sells assets, including personal information held in their customer database, is 'trading in personal information'", and "The Privacy Act covers any organisation trading in personal information" regardless of turnover; a vendor should consider whether information can be de-identified. — Office of the Australian Information Commissioner
The Australian Business Licence and Information Service is the government service for identifying the licences, permits and registrations required for a business activity and location. — ABLIS (Australian Government)

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