Selling a Business in Queensland

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Buying instead? See Buying a Business in Queensland.

Where most sellers are when they call me

Many owners I act for are selling a business they built, or bought many years ago. Some already have a buyer: a competitor, a larger group or fund, a key employee or the next generation. Others are a year or two away and want to know what a buyer will look for.

Either way, a sale is often the largest transaction an owner makes, and you only get one go at it. If you’re selling to family or staff, the steps are much the same, with a few of their own: see Selling to Family or Staff: How It Works.

What goes wrong when the legal side comes last

Most of the problems that cost owners money on a sale are cheaper to fix before a buyer finds them. These are the ones I see most often:

1. The buyer’s due diligence finds something you could have fixed: a key contract that needs the other party’s consent to transfer, intellectual property held in your own name, staff without written terms, or company and trust records that don’t match who owns what. The buyer then asks for a lower price, a retention or a special indemnity.
2. The offer is agreed in a hurry, and the contract becomes a fight over what the heads of agreement left vague: how the price is adjusted, what is paid later, how long you stay on and how far the restraint reaches.
3. Warranties are signed without the disclosure that qualifies them, so you stay exposed after completion for things the buyer already knew.
4. Part of the price is paid later with no security for it, and you become an unsecured lender to the business you sold.
5. Personal guarantees you gave for the company’s debts aren’t released, and stay with you after the business has gone.
6. Staff entitlements aren’t dealt with in the contract, and the price or the timetable moves at the last minute.

What I do on a sale

I work alongside your accountant and any broker, not instead of them. The work usually runs in four stages:

1. Getting ready. Before buyers look, I review the business the way a buyer’s lawyer will: the structure, the key contracts, staff arrangements, intellectual property, and company and trust records. You get a list of what to fix, in order of priority, while there’s still time to fix it. With your accountant, I work out whether a business sale or a share sale suits you.
2. The offer. Before you share your numbers, I put a confidentiality agreement in place. When an offer comes, I advise on the price and how it is paid (including deferred payments, earn-outs and vendor finance), the structure, the timetable and the restraint, and I prepare or mark up the heads of agreement.
3. The contract. I prepare or respond to the contract (often the REIQ business sale contract, amended to suit), manage the buyer’s due diligence questions and the disclosure that qualifies your warranties, and explain each warranty and indemnity before you sign.
4. Completion. I manage completion: the price and adjustments, transfers, releases of securities and personal guarantees, and the filings that follow.

Where the work can be clearly defined, I charge a fixed fee for each stage, so you commit to one stage at a time. Otherwise, my hourly rate is $825 including GST ($750 plus GST).

I also look after the contracts and structures owners run their businesses on, before a sale and after it.

Not sure where to start? The initial consultation is where we work out where you stand and what to do first.

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Selling the business or selling the company

You can usually sell in one of two ways:

1. A business sale. Your company sells the assets and goodwill of the business, and the company itself, with its past, stays with you.
2. A share sale. You sell your shares, and the buyer takes the company as it stands, past included, so a buyer usually asks for wider warranties and indemnities.

Which suits you depends on your structure, the tax outcome and what the buyer will accept, so I work it out with you and your accountant before you agree the heads of agreement.

Why me

I’m Joe Kafrouni, a Queensland Law Society Accredited Specialist in Business Law with more than 30 years’ experience acting for Queensland business owners. What accreditation means

Over my career, I’ve acted on hundreds of business sales, purchases, owner exits and disputes. I have experience with manufacturing and marine businesses, engineering, technical and IT firms, professional practices, health practices, business services, hospitality and retail.

As a sole practitioner, I work directly with my clients: no gatekeepers, no hand-offs. When you engage me, you deal with me, from the first call to completion.

Joe's been our company’s lawyer from the beginning and has been instrumental in our journey as company owners and directors. When dealing with both complex and sensitive company issues, Joe is able to provide us with clearly articulated strategies that are well thought‐out and with the bigger picture in mind. He genuinely cares and is always willing to share his personal views, which are both honest and just. Joe is highly professional and knowledgeable in his field. You will definitely benefit having him on your team.

Questions owners ask about selling

When should I involve a lawyer?
Before you agree the price and terms with a buyer, and ideally before you go to market. The problems that cost owners most are usually cheaper to fix before a buyer finds them.

Will the sale be GST-free?
It can be, if it is the supply of a going concern and the conditions in section 38-325 of the GST Act are met, including a written agreement with the buyer that it is. Your accountant should confirm the GST position before you sign.

What happens to my staff?
In a share sale their employer doesn’t change. In a business sale they don’t move across automatically, so the contract needs to say which staff the buyer will offer jobs to, and how accrued leave and any redundancy are dealt with.

Do I have to tell the buyer about problems in the business?
What you tell a buyer must not be misleading (Australian Consumer Law, s 18), and disclosing against the warranties is usually what limits your exposure after completion. If the sale includes freehold land, Queensland law generally also requires a disclosure statement before the buyer signs (Property Law Act 2023 (Qld), s 99).

Can I sell only part of my business?
Yes: you can sell some of your shares to an investor or a key employee, or some of the business’s assets. I explain the options in Can I Sell Part of My Business?

Will you need to verify my identity?
If I act on the sale of a company or a trust, yes. The anti-money laundering laws require me to establish who you are and who owns it before I start (Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth), ss 6 and 28).

I’m selling a business outside Brisbane. Can you help?
Yes. I act for owners across Queensland, and the consultation is by phone.

Further reading

1. The Legal Side of Your 1 July 2027 Valuation
2. What a Buyer’s Due Diligence Will Find in Your Business
3. Personal Guarantees: What You Sign for Your Company
4. Business Sale Contracts: The Basics
5. Employee Entitlements When Selling a Business in Queensland
6. Trial Periods & Business Sales
7. GST (Supply of a Going Concern) and Business Sales: A Deeper Look
8. Compulsory Legal Disclosures When Selling a Business
9. Buying a Business in Queensland

All articles on buying or selling a business

Before we speak: what to send me

If you book a consultation about a sale, these documents help me most. Send what you have; you don’t need all of them.

1. Your company and trust details, and who owns the shares or units.
2. Any offer, heads of agreement or term sheet from a buyer.
3. The buyer’s draft contract, if you have one.
4. The key contracts the business depends on: major customers, suppliers and finance.
5. A list of staff, with their roles and start dates.
6. Any personal guarantees you have given for the business’s debts.

This page is general information, current at 26 October 2026. It isn’t advice about your situation.