How to Prepare Your Business for Sale: A 12-Month Plan for Victorian Owners

By Michael White, Director and licensed estate agent

Most business owners decide to sell long before they tell anyone. The ones who get the best result use that quiet period well. A buyer is paying for future profit, and every gap in your records, lease or systems gives them a reason to offer less or walk away. Twelve months is enough time to close most of those gaps.

You won't be alone in the market. The Australian Bureau of Statistics counted 2,814,778 actively trading businesses in Australia at 30 June 2026, and 375,331 businesses (13.8%) stopped trading during 2025–26 (ABS, Counts of Australian Businesses, August 2026). Not every exit is a sale, but it shows how many owners move on each year, and why a well-prepared business stands out to buyers.

Here is the plan we give owners at Vic Brokers, broken into four stages.

12 months out: get a realistic idea of value

Start with an honest appraisal. It tells you whether the price you have in mind is achievable now, or what has to change to get there. Value usually comes down to adjusted profit (what the business earns for a working owner once one-off and personal costs are added back), how reliable that profit is, and how easily the business can run without you.

At this stage:

• Get an appraisal. Our free, confidential business appraisal is a good starting point, and our guide to how business valuations work in Victoria explains the methods buyers and brokers use.
• Talk to your accountant about the sale structure (selling the business assets or the shares in a company) and the tax that follows. Small business CGT concessions can make a big difference, and some depend on decisions made well before the sale.
• Set your goal. Decide whether you want the highest price, the fastest sale, or an exit that looks after your staff. That shapes every decision that follows.

9 months out: clean up the financials

Buyers, their accountants and their lenders will go through your figures line by line. Three years of clear, consistent records is what they expect.

• Separate personal and business spending. Personal expenses run through the business make profit harder to prove, even if they can be added back.
• Reconcile your P&L to your tax returns and BAS. Differences you can't explain are one of the most common reasons buyers lower their offer.
• Keep a list of add-backs with evidence: owner's wages, one-off repairs, and non-recurring legal or consulting fees.
• Tidy up stock. Write off stock that won't sell, and know roughly what your stock at value (SAV) will be at settlement.
• Don't cut back on maintenance or marketing to make one year look better. Experienced buyers spot it, and it often shows up as falling sales.

6 months out: secure the lease and the paperwork

For many Victorian businesses, especially retail, hospitality and food, the lease can make or break a sale. A buyer and their bank want enough years left to recover their investment.

• Check how many years are left, including options. If it's short, talk to your landlord now about a new lease or extra options. It's much easier before a buyer is involved.
• Read the assignment clause. In Victoria, retail leases fall under the Retail Leases Act 2003, and the landlord's consent to assign the lease to a buyer is a normal step in the sale. Know what your landlord will ask for, such as financial and business references.
• Gather your documents: lease, equipment list, supplier and customer contracts, licences and permits, staff records, and any franchise agreement. If you hold a liquor licence or food business registration, check what the transfer involves with the relevant authority.
• Vendor statement. Victorian business sales below a set price threshold need a Section 52 vendor statement. Your broker or solicitor will prepare it, but having your figures and lease ready makes it quick.

3 months out: make the business run without you

Buyers pay more for a business that doesn't depend on the owner. If every supplier relationship, customer and recipe lives in your head, the buyer is taking a bigger risk.

• Write down the key processes: opening and closing, ordering, rosters, pricing and quoting.
• Introduce key staff to suppliers and major customers so relationships don't rest with you alone.
• Fix the small things: broken equipment, overdue servicing, untidy premises. First impressions affect offers.
• Plan confidentiality. Decide who needs to know, and when. Staff, customers and competitors hearing too early can hurt the business. We cover this in how brokers protect confidentiality when you sell.

When you're ready to list

With the preparation done, the selling process itself moves faster. At Vic Brokers, a well-prepared business typically receives an acceptable offer within 2 to 6 months of going to market, and buyers' due diligence goes more smoothly because the answers are already on file. Our Sell My Business page sets out each step, from appraisal and marketing to negotiation and settlement.

Common questions

Is 12 months really necessary?
Not always. A business with clean books and a long lease can be ready in weeks. The 12-month plan matters most where the lease is short, the records need work, or the owner does most of the work.

Should I tell my staff I'm selling?
Usually not at the start. Most owners tell key staff once a buyer is committed, and some sooner when a staff member is important to the deal. Your broker can help you time it.

Do I need a broker if I prepare the business myself?
Preparation and selling are different jobs. A broker values the business, finds and qualifies buyers, keeps the sale confidential and negotiates terms, while you keep running the business.

Talk to Vic Brokers

Vic Brokers has been selling businesses across Melbourne and Victoria since 2017. We are licensed estate agents with Consumer Affairs Victoria and members of the REIV, and we sell small, medium and large businesses, from owner-operated businesses to multi-million-dollar companies.

If you're thinking of selling in the next year, start with a free, confidential appraisal, or read more about selling your business with Vic Brokers.