Reviewed by the Commercial & Business team at Bennett Carroll Solicitors · Last reviewed 11 November 2026
The quick answer
- Your options: Sell to someone inside the business, find a buyer yourself, or appoint a broker (ideally one who knows your industry).
- The rule: Sellers must not mislead buyers. Anything you tell a buyer must be accurate.
- The tip: Fix or plan for any known problems before you sell, because a buyer’s due diligence will usually find them.
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Internal sale or management buyout
The people who know your business best are the people who work there. You might be surprised to learn that a capable and motivated buyer is already under your roof. With a little thought, you might find a capable junior or manager interested in transitioning into the business, or buying it outright.
For sale by owner
Occasionally, an owner can find a buyer directly. It is almost always someone else in the industry, or a capable manager working for a competitor. The trick is letting it be known that you are interested without giving the impression that there is some kind of urgency or problem. Picking your mark, and being consistent with the words you use, are important.
Sale by broker
Much of the time, unless you have a target buyer, you will need to consider appointing a broker to sell the business. Depending on the type of business, a specialist industry broker might be a major step forward.
Industry brokers tend to have a good bank of contacts and, with their knowledge of your industry, are far more likely to get an accurate and robust price, because they can educate buyers. A broker for your industry should be reasonably easy to identify. If none exists or can be found, choose a broker who is active and enthusiastic.
Business brokers are similar to real estate agents: some are incisive, enthusiastic, systematic and get sales completed, while others will take your listing, post it online and hope someone contacts them.
Choosing a broker
Effective, successful brokers tend to:
- be easy to find and highly visible, with a well-presented website that is easy to navigate;
- be easy to get hold of on the phone, and keen to meet;
- have a standardised presentation and a formal listing process, and show good knowledge of the listing and sale process and of your industry; and
- explain the listing process, how to contact them, and how they will give you feedback and report to you.
Questions to ask a broker
- How many listings do you have? (There can be too many and too few.)
- How many listings do you have in my industry?
- How many sales have you made this year and this month?
- How many sales have you made in my industry this year and this month?
- What is the usual industry multiplier for my industry? (This is the main valuation tool for business goodwill.)
- How would you go about placing a value on my business?
- What is the average time between listing and sale for your businesses?
Selling a franchise
Selling a franchise is usually slightly easier than selling a non-franchise business because:
- you benefit from the brand;
- the franchisor is constantly generating interest in new territories, and those buyers will often ask about existing ones; and
- there is usually a broker who sells most businesses in that franchise and is reasonably easy to identify.
As long as you take a professional approach, there can be benefits in telling your franchisor you are interested in selling. It is important not to give the impression that you are desperate or angry.
Your franchisor should, in fact, be helping you analyse any problems in the business to identify any improper motivators for selling. A buyer is likely to find any major hidden issue during due diligence, or shortly after, and either terminate the contract or raise a dispute. These issues should be resolved, or at least have a plan for resolution, before the business is sold.
What do I have to tell the buyer?
Unfortunately, there is a long and tortured history of business sellers deliberately withholding pivotal information from buyers, and the law is not as precise as it could be on this subject.
There is still a general belief in the principle of “buyer beware”: it is up to the buyer to ask enough questions, get enough answers, check objectively and do proper due diligence before committing to buy. If the buyer does not do the homework, it is the buyer’s problem. As a starting point for the law, this is true.
However, the matter is a little more complex than that. Beyond this basic principle, the law imposes some duties on the seller. The duty not to engage in false and misleading conduct, or to make false representations, sits over the top of the general “buyer beware” principle. Sellers must not mislead buyers. Under the Australian Consumer Law, statements made in trade or commerce must not be misleading or deceptive. A seller cannot deliberately provide false information to a buyer.
The question often arises: “What about staying silent?” As a general principle, silence is not considered misrepresentation. In rare situations, however, the courts have found sellers liable where a failure to point out a critical issue to a buyer, which the buyer could not possibly have found on an independent search, has been held to be false and misleading conduct, or misrepresentation. This situation is quite rare and isolated.
Sellers are often aware of impending changes to competition or to the industry in general, and are unwilling to hold on and fight through that change. This is not information you are required to volunteer. It is up to the buyer to negotiate a satisfactory price, look at the information provided and be satisfied that it is safe to commit to buy.
It goes without saying that the information you provide must be accurate, and inaccurate information may leave you liable. Likewise, if you are asked a question during negotiations or due diligence, your answer must be accurate. You can, of course, refuse to provide the information (unless the sale contract obliges you to provide it), but the buyer may well draw conclusions from your refusal.
If you are selling on a walk-in walk-out basis, see our guide to walk-in walk-out business sales. Before you sign anything, our business contracts dos and don’ts is a useful checklist. The Australian Government also has a practical guide to selling your business.
Frequently asked questions
What are the main ways to sell a business?
You can sell to someone inside the business (an internal sale or management buyout), find a buyer yourself, or appoint a business broker. Franchises are often sold through a broker who already sells most businesses in that franchise.
Do I need a business broker?
Much of the time, unless you already have a target buyer, you will need to consider appointing a broker. A broker who knows your industry is more likely to get an accurate and robust price.
What do I have to tell a buyer when selling my business?
Sellers must not mislead buyers. Under the Australian Consumer Law, statements made in trade or commerce must not be misleading or deceptive. Any information you provide, including answers to the buyer’s questions, must be accurate.
Is staying silent about a problem misleading?
As a general principle, silence is not considered misrepresentation. In rare situations, however, courts have found sellers liable for failing to point out a critical issue the buyer could not possibly have found on an independent search.
Can I refuse to answer a buyer’s question?
Yes, unless the sale contract obliges you to provide the information. However, the buyer may well draw conclusions from your refusal.
Get your business sale right
Bennett Carroll Solicitors has been a Queensland law firm since 1974. We help businesses right across Queensland by phone and video, with offices in Brisbane North (Stafford), Brisbane South (Upper Mount Gravatt), the Gold Coast (Mermaid Beach) and the Sunshine Coast (Birtinya), plus Ipswich and Brisbane Central by appointment.
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