How do I sell my cafe in Sydney?

Selling a Sydney cafe follows the ordinary Australian sale process — prepare, price, list, sign a contract, settle — but four New South Wales transfers have to land alongside it: the assignment of your retail lease with the landlord's consent, the buyer's own food business notification to the local council, the transfer of any liquor licence through Liquor & Gaming NSW, and the transfer of your employees under the Fair Work Act. The lease is usually the critical path. Under the Retail Leases Act 1994 (NSW) your landlord has 28 days to decide on an assignment and can only refuse on specific listed grounds, and there is a separate seven-day disclosure step that determines whether you stay liable for the buyer's rent after settlement.

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

The commercial part of selling a cafe in Sydney is the same as anywhere in Australia: get your figures straight, set a price you can defend, list the business, qualify buyers under a confidentiality agreement, negotiate, and settle. Our guide on how to sell a business in Australia covers that sequence. What follows here is the part that is specific to New South Wales, and specifically to a food business — four separate transfers that have to be arranged in parallel with the sale, each with its own regulator and its own timetable.

Start with the lease, because it sets your timetable

A cafe lease in New South Wales is almost always a retail shop lease. The Retail Leases Regulation 2022 prescribes the businesses the Retail Leases Act 1994 covers, and the list includes "Restaurants, cafeterias, coffee lounges, food courts and other eating places" as well as "Coffee, tea and other non-alcoholic beverage shops". That matters, because the Act gives you a defined process and gives your landlord defined limits — neither of which you get under a lease outside the Act. Some premises are excluded, so have your solicitor confirm your lease is covered before relying on any of this.

Section 41 of the Act sets out the procedure for obtaining consent to an assignment:

You must request the landlord's consent in writing.
You must give the landlord the information they reasonably require to be satisfied that the proposed buyer's financial resources and retailing skills are not inferior to yours.
You must give the buyer an updated lessor's disclosure statement — your original disclosure statement plus details of anything that has changed since.
The landlord must give you that updated disclosure statement within 14 days of your asking for it. If they do not, you may instead give the buyer a statement you complete yourself to the best of your knowledge.
The landlord must deal with the request expeditiously and has 28 days — the decision period — to consent or refuse, running from your request or from when you finished complying with section 41, whichever is later.
If you have complied and the landlord has not given you written notice either way within the decision period, they are taken to have consented.

Section 39 then limits why they can say no. A landlord may withhold consent only where the buyer proposes to change the use of the shop, where the buyer's financial resources or retailing skills are inferior to yours, where you have not complied with section 41, in the circumstances set out in section 80E, or — for a lease awarded by public tender — where the buyer fails the tender criteria. The section says in terms that the landlord is not entitled to withhold consent in any other circumstances.

Section 40 prohibits key-money on assignment: your landlord cannot charge you a premium for granting consent, and any lease term requiring one is void to that extent. They can require payment of a reasonable sum for legal or other expenses actually incurred, and you are entitled to have those expenses substantiated before you pay.

The seven-day step that decides whether you stay on the hook

This is the provision most cafe sellers have never heard of, and it is the one that can follow you for years. Section 41A releases an assignor from liability to the landlord for amounts payable under the lease by the buyer after the assignment — but only where the shop keeps trading as an ongoing business and only if you complete three things at least seven days before the assignment:

Give the buyer an updated lessor's disclosure statement.
Give the buyer an assignor's disclosure statement in the form set out in Part A of Schedule 2A to the Act.
Give the landlord a copy of that assignor's disclosure statement together with a disclosure confirmation in the form in Part B of Schedule 2A, signed by both you and the buyer.

Miss the seven days or skip a document and the release does not apply, which can leave you exposed to the landlord if the buyer stops paying rent after settlement. Put this on your solicitor's checklist early rather than discovering it in the week before completion.

Council: the food business notification

A cafe that sells food directly to consumers notifies its local council, not the NSW Food Authority. That notification is tied to the operator, not the premises, so it does not travel with the business — your buyer has to notify in their own name before they start trading. On your side, councils require you to tell them when the business changes hands: City of Sydney, for example, requires food premises to notify when they sell to a new proprietor, close, move premises or change trading name.

The buyer will also need their own Food Safety Supervisor. The NSW Food Authority requires a certificated supervisor for the business, a copy of the certificate kept on the premises, and recertification training after five years. If you are the current supervisor, the certificate goes with you, not with the cafe — flag it early so the buyer books training rather than discovering the gap at handover.

If your cafe is licensed

A liquor licence does not transfer automatically with a sale. The transfer goes through Liquor & Gaming NSW, and the straightforward path is a transfer with the outgoing licensee's written consent — that is, with your signed declaration. The business can keep trading while the application is considered: Liquor & Gaming NSW usually grants provisional approval, with confirmation typically about 60 days later, and the transfer is not effective until provisional approval is given.

A complete application generally includes evidence of the incoming licensee's Responsible Service of Alcohol qualification, a NSW National Police Certificate less than three months old (or a receipt for one), signed declarations from both the outgoing and incoming licensee, and for a corporate licensee a current ASIC extract showing directors and office holders. Because provisional approval takes weeks, start it as soon as the contract is signed rather than after.

Your staff

Where employees move across to the buyer, the Fair Work Act treats it as a transfer of business. The new employer must recognise service with you for most entitlements — sick and carer's leave, parental leave and requests for flexible working arrangements. But where the buyer is not an associated entity of your business, they can choose not to recognise service for redundancy, annual leave, long service leave, unfair dismissal and notice of termination.

The practical consequence lands on you. If the buyer does not recognise accrued annual leave, you have to pay it out. A transfer of business also ends the employee's position with you, so you must give notice of termination or pay in lieu. These are real cash amounts at settlement, so calculate them before you agree a price rather than after — and if you have long-serving staff, get advice, because the redundancy position depends on the terms the buyer offers.

Sequence, tax and the contract

The order that keeps a Sydney cafe sale on track is roughly: get your accounts and lease documents together; price the business; list it, usually anonymised until a buyer signs a confidentiality agreement; agree terms; make the contract conditional on the landlord's consent to assignment and, where relevant, on the liquor licence transfer; run the section 41 consent request and the section 41A disclosure in parallel with the buyer's due diligence; calculate the employee entitlements; then settle. Our guide on the documents needed to sell a business covers what to assemble.

On tax, two questions decide what you keep. The sale can be GST-free as the supply of a going concern, but only where the sale is for payment, the buyer is registered or required to be registered for GST, both parties agree in writing that it is a going concern, and everything necessary for the continued operation of the business is supplied. Whether you qualify for the small business capital gains tax concessions depends on your own circumstances. Both are questions for your accountant, and the going-concern agreement has to be in the contract, so raise it before signing rather than after.

What Sydney cafes are being advertised at

For context on price rather than process: on 2 September 2026 we collected 71 Greater Sydney cafes advertised with a firm price on seekbusiness.com.au. The median asking price was $300,000 in Australian dollars, the 25th percentile $140,000 and the 75th percentile $500,000, with a range from $39,780 to $2,150,000. Those are asking prices, not sale prices, and a small sample from one marketplace on one day. Sydney cafes ask more than the national cafe median of $196,500, which is what you would expect given rent and turnover, but it does not tell you what any of them settled at. Our guide on how much a cafe is worth sets out how to work out your own figure.

You can see what is currently on the market alongside businesses for sale in Sydney, or run your own trading figures through bizflip's free valuation calculator.

Where you need professional help

This guide describes the process; it is not legal or tax advice for your situation. Engage a solicitor for the contract of sale, the lease assignment and the Schedule 2A disclosure documents, and an accountant for the GST and capital gains position. If you are thinking of using a business broker, the licensing and written sales authority rules differ by state and we cover the New South Wales position in how to sell a business in Australia.

Sources

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

Retail Leases Act 1994 (NSW) section 41 sets the assignment consent procedure: written request, information on the assignee's financial resources and retailing skills, an updated lessor's disclosure statement to the assignee, the lessor to supply that statement within 14 days of request, a 28-day decision period, and deemed consent if the lessor does not respond in writing within it. — NSW Legislation
Retail Leases Act 1994 (NSW) section 39 lists the only grounds on which a lessor may withhold consent to an assignment — change of use, inferior financial resources or retailing skills, non-compliance with section 41, the section 80E circumstances, and failure to meet public tender criteria — and states the lessor is not entitled to withhold consent in any other circumstances. Section 40 prohibits key-money on assignment while allowing recovery of substantiated legal expenses. — NSW Legislation
Retail Leases Act 1994 (NSW) section 41A releases an assignor from liability for amounts payable by the assignee after assignment of a lease for an ongoing business, but only where the assignor provides the updated lessor's disclosure statement, an assignor's disclosure statement in the Schedule 2A Part A form, and a signed disclosure confirmation in the Part B form to the lessor, at least seven days before the assignment. — NSW Legislation
The Retail Leases Regulation 2022 (NSW) prescribes the businesses covered by the Act, including "Restaurants, cafeterias, coffee lounges, food courts and other eating places" and "Coffee, tea and other non-alcoholic beverage shops". — NSW Legislation
A cafe, restaurant or takeaway that sells or serves food directly to consumers must notify its local council, not the NSW Food Authority, before it starts trading. — Service NSW
Food premises regulated by public health laws must notify the council when they sell to a new proprietor, close down, move premises, open another business or change their trading name. — City of Sydney (an example council — the requirement is set by the council for your premises)
A NSW food business must appoint a Food Safety Supervisor who obtains training through an approved registered training organisation, receives an FSS certificate kept on the business premises, and completes recertification training after five years. — NSW Food Authority
A liquor licence can be transferred when a business is sold. Businesses can keep operating while the application is considered; Liquor & Gaming NSW gives provisional approval, with confirmation approximately 60 days later, and the transfer is not effective until provisional approval is given. A transfer with the outgoing licensee's written consent requires RSA evidence, a NSW National Police Certificate less than three months old or a receipt for one, signed declarations from both licensees, and for corporate licensees a current ASIC extract. — Liquor & Gaming NSW
On a transfer of business the new employer must recognise service with the old employer for sick and carer's leave, parental leave and flexible working requests, but where the employers are not associated entities may choose not to recognise service for redundancy, annual leave, long service leave, unfair dismissal and notice of termination; if annual leave is not recognised the old employer must pay out untaken accrued leave, and the old employer must give notice of termination or pay in lieu. — Fair Work Ombudsman
A sale of a going concern is GST-free where the sale is for payment, the purchaser is registered or required to be registered for GST, and the parties have agreed in writing that the sale is of a going concern; the sale must include everything necessary for the continued operation of the business. — Australian Taxation Office
Observed Sydney asking prices: of the cafes advertised with a firm price in the seekbusiness.com.au "Coffee, Cafes & Restaurants" category on 2 September 2026, 71 were in Greater Sydney, with a median of $300,000, a 25th percentile of $140,000, a 75th percentile of $500,000 and a range of $39,780 to $2,150,000. — seekbusiness.com.au (sample collected 2 September 2026)
General guidance on the steps in selling an Australian business, including preparation, valuation, contract and settlement. — business.gov.au (Australian Government)

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