Buying a business in Melbourne? Test the asking price first. From $1,495 + GST.

Nearly every information memorandum shows an "adjusted EBITDA" built on add-backs: the owner's wage, family members on the payroll, one-off legal bills, cars, rent paid to a related landlord. Some are fair. Many are not, and at any multiple the difference is real money. We rebuild maintainable earnings from the financial statements, tax returns, payroll and the general ledger behind each add-back, rather than taking the adjusted figure on trust. The owner's pay is replaced with what it would cost to employ someone to do the job. Claimed one-offs are checked against earlier years. Related-party rent is compared with market rent. Revenue is checked for reliance on a few customers, contracts about to expire and an owner the customers follow. The result is usually lower than the memorandum, sometimes higher, and always traceable line by line.

Once the earnings are rebuilt, the price can be tested. We compare the multiple it implies with industry evidence and comparable sales, adjusted for this business's size, growth, customer spread and how easily it moves to a new owner. The report gives a supportable range and a concluded value, and shows where the asking price falls against them. If the price sits above the range, you have evidence-backed grounds to negotiate. If it sits inside, you go ahead knowing that, which helps when a lender asks the same question.

In an asset purchase the contract splits the price across plant and equipment, stock, intangibles, any restraint of trade and goodwill. That schedule shapes your tax from settlement day: the cost of each depreciating asset under Division 40, and the cost base of the goodwill when you sell. Vendors and buyers often want different splits. A vendor relying on the small business CGT concessions may lean towards goodwill; a buyer usually wants supportable value on plant. A split chosen to suit one side is the kind the ATO and the State Revenue Office question. We provide the market value evidence for each line; your accountant and lawyer apply it.

• Identifiable assets, such as plant, vehicles and stock, valued first at market value
• Goodwill as the residual, consistent with the value of the business as a whole
• Any restraint of trade priced at a commercially realistic amount
• The contract schedule, the asset register and the valuation checked against each other

A price with an earn-out is a fixed payment plus a right that depends on how the business trades after you take over. We model the earn-out across realistic outcomes so you can see the effective price, and the multiple, in each. A deal that looks fair on the headline can be dear if the targets are easy to hit, and cheap if they are hard. Where the arrangement is a look-through earnout right under Subdivision 118-I, the tax treatment changes for both sides. We value the arrangement and document the scenarios; your tax adviser confirms how the earnout rules apply.

Most small businesses for sale in Melbourne trade from leased premises, whether a strip shop in Yarraville or Brunswick or a unit in a Dandenong South or Laverton North industrial estate. What you are really buying is the right to keep trading there, so the lease term, the options, the rent against market and the landlord's consent to assign all bear on the value. Retail tenancy disputes in Victoria go to VCAT. If the deal includes the freehold, Victoria's position matters. The SRO says the Duties Act does not charge duty separately on the sale of a business, but goods sold with land can be dutiable, and its ruling DA-029 notes that the split in a contract may not reflect what the land is worth. Where land and business together cost more than $1 million, it requires a valuation of the land. A property valuer values the land; we value the business; your lawyer or the SRO confirms the duty. Check too that the costs you are buying reflect the business's Victorian payroll tax and WorkSafe premiums at your expected wage bill.