--- title: "Selling a Business in Victoria: Step-by-Step Checklist" url: https://businessvaluationsmelbourne.com.au/guides/selling-a-business-in-victoria/ description: "A Victorian checklist for selling a business: price and valuation, retail lease transfer, liquor licence, staff entitlements, payroll tax, GST and CGT." updated: 2026-11-11 --- # Selling a Business in Victoria: A Step-by-Step Checklist for Owners To sell a business in Victoria, work out what it is worth, get the books and lease in order, then work through the Victorian steps: landlord consent to transfer a retail lease under the Retail Leases Act 2003, a liquor licence transfer if you sell alcohol, staff entitlements on a transfer of business, payroll tax, GST on a sale as a going concern, and capital gains tax and the small business concessions. If shares are sold, check landholder duty. Your lawyer and accountant run the legal and tax steps. ## Key points - Get an independent view of value before you list, so you can judge a broker's suggested price and a buyer's offer. - The VSBC says a landlord can withhold consent to a retail lease transfer on set grounds and is deemed to consent if it does not answer within 28 days. - Liquor Control Victoria says to apply for a licence transfer at least 8 weeks ahead, and the buyer cannot supply alcohol until the transfer is granted. - A sale of a going concern is GST-free only if it is for payment, the buyer is registered or required to be registered, and both agree in writing. - The ATO's four small business CGT concessions can change the after-tax result of a sale; your accountant decides whether they apply. - If you sell shares or units in an entity holding Victorian land of $1 million or more, landholder duty may apply to the buyer. ## Before you start: decide what you are selling There are two broad ways to sell a Victorian business. In an asset sale, the entity that owns the business sells the goodwill, plant, stock and contracts to the buyer, and the seller keeps the company or trust with its history. In a share or unit sale, the owners sell their interests in the entity itself, and the buyer takes on everything the entity owns and owes. The choice changes the tax outcome, the duty position, what happens to the lease and staff, and how much due diligence the buyer will want. That choice is for you, your accountant and your lawyer, and it is worth making before you list. A valuation can be prepared on either basis, and sometimes it helps to see both side by side. ## The Victorian sale checklist - 1. Work out what the business is worth. An independent valuation shows the maintainable earnings a buyer will accept, a market wage for your role, and the issues holding value back, before you choose a broker or set a price. - 2. Get the records in order: three years of financial statements, management accounts for the current year, BAS and tax returns that reconcile, and a clear list of the assets being sold. - 3. Check the lease. Read the term, options, rent review and assignment clauses, and talk to the landlord early if the lease is short or the rent is out of line with trading. - 4. Prepare disclosure. For a small business sold for up to $450,000, Consumer Affairs Victoria says a section 52 vendor statement is required, with financial performance for two years and the current year to the latest quarter. - 5. Plan the retail lease transfer. Request the landlord's consent in writing with the buyer's financial and business details, and give the buyer three years of business records and the landlord's disclosure statement. - 6. Transfer any licences. If the business holds a liquor licence, the buyer applies to transfer it at least 8 weeks before the change is to take effect. Check other permits, registrations and approvals the business relies on. - 7. Deal with staff. Work out which employees will move to the buyer, what service the buyer will recognise, and what you must pay out at settlement. - 8. Check payroll tax and GST. Confirm your payroll tax position is up to date, and whether the sale can be made GST-free as a going concern. - 9. Work out the tax. Your accountant calculates the capital gain and whether the small business CGT concessions apply, which may need market values. - 10. Check duty if shares or units are sold. If the entity holds Victorian land of $1 million or more, landholder duty may apply to the buyer. - 11. Sign, settle and hand over: contract, lease assignment, licence transfer, staff records, stock take, and a handover period if agreed. Our signed reports are a fixed fee of $1,495 + GST for a small business and $2,495 + GST for a medium business, and every one is independently reviewed by a suitably qualified business valuer. A small-business report is delivered in 2 business days and a medium-business report in 3 business days. Delivery time starts once payment and all required information have been received. Business Valuations Melbourne is not a registered tax agent. Get a fixed fee[Ask the valuer first](https://businessvaluationsmelbourne.com.au/contact/) ## The retail lease: often the deal breaker For many Melbourne businesses, from cafés on Chapel Street to clinics in shopping centres in the outer east, the lease is what a buyer is really taking over. Part 7 of the Retail Leases Act 2003 (Vic) sets out the requirements for assigning a retail lease. The VSBC explains that the tenant's request to transfer must be in writing and include information about the financial resources and business experience of the proposed tenant. On the sale of an ongoing business, the tenant must also give the proposed tenant business records for the last three years, and a copy of the disclosure statement received from the landlord. The VSBC lists the grounds on which a landlord can withhold consent, including that the proposed use is outside the lease, that the incoming tenant lacks sufficient financial resources or business experience, that the lease's assignment provisions have not been followed, and, on the sale of an ongoing business, that the three years of records have not been provided. If the landlord does not give written notice of consent or refusal within 28 days of the request, consent is deemed. The VSBC also says the outgoing tenant and any guarantors are released from the lease obligations if a new disclosure statement is provided and it contains nothing false or materially incomplete and nothing that could mislead. Your lawyer runs the assignment. ## Liquor licences Liquor Control Victoria says the person or entity taking over a licence normally applies for the transfer, and that the application should be made at least 8 weeks before the change is to take effect. Victoria Police has a month to object if it has concerns. The buyer must not supply alcohol until the transfer is granted and they have the legal right to occupy the venue, and if they gain the right to occupy after applying they must tell Liquor Control Victoria within 24 hours of settling the lease or property sale. For a bar in Collingwood or a bottle shop in Geelong, build that timing into the contract so settlement and the licence line up. ## Staff and their entitlements The Fair Work Ombudsman explains what happens to entitlements on a transfer of business. The new employer has to recognise an employee's service with the old employer for most entitlements, including sick and carer's leave, requests for flexible working and parental leave. But a new employer that is not an associated entity of the old one can choose not to recognise prior service for redundancy and annual leave. If it does so, the old employer must pay redundancy on termination and pay out untaken annual leave. A transfer of business also ends employment with the old employer, so the old employer must give notice or pay instead of notice. These amounts can be material at settlement and should be agreed in the contract. For a valuation, accrued leave and any redundancy exposure sit in working capital or as liabilities, and the valuer needs the leave balances to deal with them correctly. ## Payroll tax, GST and capital gains tax Payroll tax is, in the SRO's words, a state tax on wages paid by Victorian employers, and its grouping rules can treat businesses that share ownership, control or employees as a single entity. A buyer will want comfort that your payroll tax is up to date and that no grouping issue is lurking. Your accountant confirms the position. On GST, the ATO says you are selling a going concern if the sale includes everything necessary for the business to keep operating and you carry on the business until the day of sale. The sale is GST-free if it is for payment, the buyer is registered or required to be registered for GST, and the buyer and seller have agreed in writing that it is a sale of a going concern. On capital gains tax, the ATO describes four small business CGT concessions: the 15-year exemption, the 50% active asset reduction, the retirement exemption and the roll-over. Eligibility can turn on market values. Under the maximum net asset value test, the net value of CGT assets of you, connected entities and affiliates must not exceed $6 million just before the sale, worked out on market values. Whether you qualify, and how the concessions apply, is entirely your accountant's call; a valuation provides the market values they work from. ## Selling shares or units: landholder duty If the buyer is acquiring shares or units rather than assets, and the entity holds Victorian land, check landholder duty early. The SRO says a company or unit trust with Victorian land holdings of $1 million or more is a landholder, and that acquiring 50% or more of a private company, or 20% or more of a private unit trust, is a relevant acquisition. The statement and duty are due within 30 days. The duty usually falls on the buyer, but it affects price negotiations, and the land is valued by a property valuer while the business and shares are valued separately. Your lawyer or the SRO confirms the position. ## Common questions. Do I need a valuation to sell my business in Victoria? + No law requires one for an arm's length sale. But a valuation shows what the business is worth on earnings a buyer's accountant will accept, which helps you judge a broker's suggested price and defend your asking price. If the sale involves related parties, tax concessions or land, market values are often needed anyway. Can my landlord refuse to transfer the lease when I sell? + Only on set grounds. The VSBC lists grounds including that the buyer lacks sufficient financial resources or business experience, the use is outside the lease, or three years of business records were not given. If the landlord does not respond in writing within 28 days of your written request, consent is deemed. How long does a liquor licence transfer take in Victoria? + Liquor Control Victoria says to apply at least 8 weeks before the change is to take effect, and Victoria Police has a month to object. The buyer cannot supply alcohol until the transfer is granted and they have the right to occupy the venue, so align the settlement date with the transfer. Is the sale of my business GST-free? + It can be, as a going concern. The ATO says the sale must include everything necessary for the business to keep operating, you must carry on the business until the day of sale, it must be for payment, the buyer must be registered or required to be registered, and both must agree in writing. Your accountant confirms. Do I pay out my staff's annual leave when I sell? + It depends on the buyer. The Fair Work Ombudsman says a buyer that is not an associated entity can choose not to recognise prior service for annual leave and redundancy, in which case you pay out untaken annual leave and any redundancy. Otherwise the leave carries across. Agree it in the contract. What does a valuation for selling a business cost? + The fee is fixed before work starts and set by annual turnover: $1,495 + GST under $2 million, $2,495 + GST for $2 million to $3 million, $3,495 + GST for $3 million to $10 million, and a written quote above $10 million. Small reports take 2 business days and medium and large reports 3 business days, counted from when payment and all the information we need are in. Related valuations - [Pre-Sale Business Valuation Melbourne](https://businessvaluationsmelbourne.com.au/services/selling-a-business-valuation/) - [Small Business CGT Concession Valuation Melbourne](https://businessvaluationsmelbourne.com.au/services/small-business-cgt-concession-valuation/) - [Business Valuation for Stamp Duty and Landholder Duty, Victoria](https://businessvaluationsmelbourne.com.au/services/business-valuation-for-stamp-duty/) Industries - [Hospitality Business Valuations in Melbourne](https://businessvaluationsmelbourne.com.au/industries/hospitality-and-food-service/) - [Pub and Hotel Valuations in Melbourne](https://businessvaluationsmelbourne.com.au/industries/pubs-and-hotels/) - [Hair, Beauty and Aesthetics Salon Valuations in Melbourne](https://businessvaluationsmelbourne.com.au/industries/hair-beauty-and-aesthetics-salons/) More guides - [How Much Is My Business Worth? How Melbourne Businesses Are Actually Valued](https://businessvaluationsmelbourne.com.au/guides/how-much-is-my-business-worth-melbourne/) - [How to Choose a Business Valuer in Melbourne: What to Check Before You Engage](https://businessvaluationsmelbourne.com.au/guides/how-to-choose-a-business-valuer-melbourne/) - [Business Valuation vs Broker Appraisal: What Each Is For and When You Need Which](https://businessvaluationsmelbourne.com.au/guides/business-valuation-vs-broker-appraisal/) - [Landholder Duty and Business Sales in Victoria: Why the Business and the Land Are Valued Separately](https://businessvaluationsmelbourne.com.au/guides/landholder-duty-business-sales-victoria/) - [Shareholder Disputes in the Supreme Court of Victoria: Oppression, Buyouts and the Valuation](https://businessvaluationsmelbourne.com.au/guides/shareholder-disputes-supreme-court-victoria/) - [Business Valuation Methods Explained: Which One Fits Your Business](https://businessvaluationsmelbourne.com.au/guides/business-valuation-methods/) - [Documents Needed for a Business Valuation: The Practical Checklist](https://businessvaluationsmelbourne.com.au/guides/documents-needed-for-a-business-valuation/) Sources - [Retail Leases Act 2003 (Vic)](https://www.legislation.vic.gov.au/in-force/acts/retail-leases-act-2003), Victorian Legislation - [Transfer of a retail lease premises](https://www.vsbc.vic.gov.au/your-rights-and-responsibilities/transfer-of-a-retail-lease-premises/), VSBC (vsbc.vic.gov.au) - [Contracts and disclosure statements: estate agents (section 52 vendor statement)](https://www.consumer.vic.gov.au/licensing-and-registration/estate-agents/running-your-business/authorities-commissions-and-contracts/contracts), Consumer Affairs Victoria - [Transfer your liquor licence](https://www.vic.gov.au/transfer-liquor-licence), Liquor Control Victoria (vic.gov.au) - [Employee entitlements on a transfer of business](https://www.fairwork.gov.au/employment-conditions/when-businesses-change-owners/employee-entitlements-on-a-transfer-of-business), Fair Work Ombudsman - [Payroll tax](https://www.sro.vic.gov.au/payroll-tax), State Revenue Office Victoria - [Payroll tax grouping](https://www.sro.vic.gov.au/businesses-and-organisations/payroll-tax/thresholds-and-grouping/grouping), State Revenue Office Victoria - [Selling a going concern](https://www.ato.gov.au/businesses-and-organisations/gst-excise-and-indirect-taxes/gst/in-detail/your-industry/property/gst-and-commercial-property/selling-a-going-concern), Australian Taxation Office - [Small business CGT concessions](https://www.ato.gov.au/businesses-and-organisations/income-deductions-and-concessions/incentives-and-concessions/small-business-cgt-concessions), Australian Taxation Office - [Maximum net asset value test](https://www.ato.gov.au/businesses-and-organisations/income-deductions-and-concessions/incentives-and-concessions/small-business-cgt-concessions/small-business-cgt-concessions-eligibility-conditions/maximum-net-asset-value-test), Australian Taxation Office - [Understanding landholder duty](https://www.sro.vic.gov.au/buying-property/landholder-duty/understanding-landholder-duty), State Revenue Office Victoria This guide explains how valuations work. It is not tax, duty or legal advice: those positions are for your accountant, lawyer or the relevant regulator. Talk to a valuer ## Tell us what you need valued. A fifteen-minute call confirms the package, the fixed fee and the delivery date, before you commit to anything. 03 8375 4177 Mon to Fri, 9am to 5:30pm Melbourne time Send the form and we reply within one business day. No documents needed to start. Small Business Valuation $1,495 + GST For a business with annual turnover under $2 million. Signed report in 2 business days. Delivery time starts once payment and all required information have been received. The fee is fixed in writing before we start and never tied to the outcome. Larger business? Tell us in the form and we recommend the right package. [All fees](https://businessvaluationsmelbourne.com.au/fees/) Last reviewed 11 November 2026 by Business Valuations Melbourne, Level 7, 55 Collins Street, Melbourne. --- Business Valuations Melbourne · Level 7, 55 Collins Street, Melbourne VIC 3000 · 03 8375 4177 · https://businessvaluationsmelbourne.com.au/start/