How to sell a business without a broker

You don't need a licence to sell your own business in Australia — only a broker acting as your agent does. Selling privately means taking on the valuation, buyer screening, negotiation and paperwork yourself, backed by a solicitor and accountant rather than an agent. This guide sets out the legal documents, tax and employee rules involved, where owner-led sales commonly go wrong, and when a broker's commission is still worth paying.

By the bizflip team · Published 29 August 2026 · Facts checked 29 August 2026 · Sources listed below

What a broker actually does — and what you take on without one

A broker earns their commission by doing several jobs at once: valuing the business, keeping the seller's identity confidential while marketing it, screening buyers for genuine funding and intent, negotiating at arm's length, and chasing paperwork through to settlement. Sell without one and each of those jobs falls to you.

You don't need a licence to sell your own business in Australia. Licensing rules apply to people acting as an agent for someone else's sale — in New South Wales, for example, a business broker must hold a real estate agent licence restricted to business agent functions, and other states run similar regimes for anyone trading as an agent. An owner selling their own business, without engaging an agent, isn't covered by those rules.

Setting and defending a price
Keeping the sale confidential from staff, customers and competitors until you choose to disclose it
Qualifying buyers before you hand over financials
Negotiating price, terms and what's included in the sale
Coordinating your solicitor and accountant, and running due diligence, through to settlement

The documents an owner-led sale still needs

Whether or not you use a broker, the same documents carry a sale from first interest to settlement. Missing one of them is where owner-led sales usually come unstuck.

Non-disclosure agreement (NDA) — signed before you release financials, customer lists or supplier terms to a prospective buyer.
Heads of Agreement (or term sheet) — a short, usually non-binding record of price, what's included, the deposit, key conditions and a target settlement date, once you have a serious buyer.
Due diligence file — financial statements, tax returns, leases, supplier and customer contracts and employee records, organised before a buyer asks for them.
Business Sale Agreement — the binding contract. Most small business sales are a sale of assets (stock, equipment, goodwill, lease, intellectual property) rather than a sale of company shares, though both structures exist and the choice affects tax and ongoing liability.
Restraint of trade clause — stops you competing with the buyer for a set period and area after settlement.

Courts tend to enforce a restraint of trade clause in a business sale more readily than one in an employment contract, because the bargaining power between a buyer and seller is roughly equal — but the restraint still has to be reasonable in the activities, geography and time it covers, or a court can strike it out. Have a solicitor draft or review the sale contract regardless of whether you use a broker, so it reflects your state's requirements and sets out what happens if the buyer doesn't proceed.

Pricing it yourself

Three valuation approaches are commonly used for small businesses: comparing recent sales of similar businesses, calculating net asset value, and capitalising earnings at a multiple. Which one fits depends on the business — asset-heavy operations often value closer to net assets, while service and hospitality businesses are usually priced on an earnings multiple. A broker would normally run this calculation for you; without one, you do it yourself or pay an accountant or valuer for an independent figure.

Tax and employee obligations that don't go away

Selling without a broker doesn't change what the ATO, GST law or the Fair Work Act require. Four areas apply regardless of who runs the process.

GST — if both you and the buyer are registered for GST, the sale can be GST-free as a sale of a going concern, but only if you keep operating the business up to settlement, supply everything the buyer needs to continue it, and both parties agree in writing that it's being sold as a going concern. Get any of that wrong and GST is payable on the sale price.
Capital gains tax — profit on the sale is generally a capital gain. If your aggregated turnover is under $2 million, or your net business assets are under $6 million, you may qualify for the small business CGT concessions: a 15-year exemption, a 50% active asset reduction, a retirement exemption up to a $500,000 lifetime limit, and a small business rollover, which can sit on top of the standard 50% CGT discount for individuals. Eligibility also depends on the active asset test, broadly requiring the asset to have been used in the business for at least half the ownership period. Check eligibility with your accountant before you set a price expectation — the concessions can materially change what you keep. (From 1 July 2027, the turnover threshold for the 50% active asset reduction specifically rises to $10 million under legislated reform — re-check current thresholds if you're reading this after that date.)
Stamp duty — some states have abolished transfer duty on non-land business assets such as goodwill and intellectual property, including NSW, South Australia, the Northern Territory and the ACT, while others, including Queensland and Western Australia, still apply it. Check your state revenue office before finalising price and settlement terms.
Employees — if the buyer takes on your staff, this is usually a transfer of business under the Fair Work Act. Employees can't be moved to the new employer without their consent, but where they do transfer, their service with you generally counts as service with the buyer for leave and other entitlements. If the buyer won't take on staff, you need to terminate them and pay out their entitlements before settlement.

Where owner-led sales go wrong

Confidentiality slips — word reaches staff, customers or competitors before you're ready, unsettling the business you're trying to sell.
Unqualified buyers — sharing financials with someone who was never going to fund the deal, costing weeks and exposing sensitive information for nothing.
Price without a method — setting a number based on what you need rather than a defensible valuation approach, which a buyer's own adviser will pick apart.
A weak or missing restraint clause — leaving you free, on paper, to open a competing business next door.
Skipping legal review to save cost — then disputing after settlement what was actually included in "the business".
Mishandling the employee transfer — under- or overestimating what the Fair Work Act requires, and the entitlement payout that follows.

When a broker is still worth the fee

A broker tends to earn their commission back on complex or larger deals: several prospective buyers to manage at once, a business where confidentiality is hard to hold without a buffer, or an owner who doesn't have the time to run a sale process alongside actually running the business. None of that makes owner-led selling the wrong choice — it just shifts the work, and the fee, onto you. Whichever path you take, listing a business for sale on bizflip.co is free; the platform doesn't charge a listing fee, and it supports both a broker-managed listing and one you run yourself.

Before you set a price, sense-check it against bizflip's free valuation calculator at /valuation — it's ungated and discloses its methodology, whether you're pricing the business yourself or briefing a broker.

Sources

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

Selling your own business privately does not require a licence in Australia; licensing rules apply to people acting as an agent for someone else's business sale. — Business Queensland (Queensland Government)
In NSW, business brokers must hold a real estate agent licence covering business agent functions. — NSW Government
A sale of a business can be GST-free as the sale of a going concern if both parties are GST-registered, the seller supplies everything needed to continue operating, the business is carried on until the day of sale, and both parties agree in writing that it is a going concern. — Australian Taxation Office
The small business CGT concessions apply where aggregated turnover is under $2 million or net business assets are under $6 million, and there are four concessions: the 15-year exemption, the 50% active asset reduction, the retirement exemption (up to a $500,000 lifetime limit), and small business rollover. — Australian Taxation Office
An asset must pass the active asset test to qualify for the small business CGT concessions — broadly, held as an active asset for at least half the relevant ownership/test period (7.5 years where owned more than 15 years). — Australian Taxation Office
Some states have abolished transfer (stamp) duty on non-land business assets such as goodwill and IP, including NSW, South Australia, the Northern Territory and the ACT, while others including Queensland and Western Australia still apply it. — LegalVision
Under the Fair Work Act, employees cannot be transferred to a new employer without their consent in a transfer of business, but where they do transfer, service with the old employer generally counts as service with the new employer for entitlement purposes. — Fair Work Ombudsman
Courts are more willing to enforce a restraint of trade clause tied to the goodwill in a business sale than one restricting an employee, reflecting the more equal bargaining power between a business buyer and seller. — McCabes Lawyers
Common steps in selling a business include determining a valuation using methods such as market comparison, net asset value or a return-based calculation, and preparing a business sale agreement covering price, assets, conditions and restraint clauses. — Australian Government (business.gov.au)

Ready for your own number? The valuation calculator is free and ungated, and its methodology is public.