A client rang me in January last year and said he wanted to be out by Christmas. He’d been running his business for 22 years, revenue just under $10 million, reasonable profit, genuinely ready to move on.
He settled in November. Eleven months.
For a prepared seller with a straightforward structure, that’s actually fast.
Most Australian SME business sales — businesses between $1 million and $20 million in revenue — take 9 to 18 months from the moment you decide to sell to the moment settlement funds land in your account. If you start from scratch unprepared, 12 to 24 months is more realistic. If your books are clean and the deal is simple, 6 to 9 months is achievable.
Here’s what each phase actually involves, how long it takes, and what makes timelines blow out.
The Five Phases of a Business Sale
Phase 1: Getting Ready to Go to Market (2 to 6 months)
Most sellers underestimate this phase. Before you can approach buyers, you need to have your business in a state where a buyer can make an informed decision — and where you can defend every number they challenge.
That means:
- Three years of clean financials, reviewed or audited by your accountant
- A clear normalised EBITDA figure with addbacks documented and defensible
- Legal housekeeping done — leases renewed or with acceptable terms, contracts formalised, IP registered, any disputes resolved or properly disclosed
- An Information Memorandum drafted — a detailed pitch document that tells the business’s story and gives buyers enough to decide whether they’re interested
If your books are messy, if you’ve been blurring the line between personal and business expenses, or if your lease is up for renewal in six months, you need time to sort these things before buyers see them. Problems that surface during due diligence kill deals. Problems that surface before you go to market are just preparation.
How long does this take? If your financials are already clean and your structure is simple, six to eight weeks is realistic. If you need to tidy up accounts, formalise supplier agreements, or restructure your business before sale, allow four to six months.
The businesses that sell fastest are the ones that started preparing 12 months before they went to market. Not because the process is slower — but because when they’re ready, they’re truly ready, and buyers can tell the difference.
Phase 2: Finding and Approaching Buyers (1 to 3 months)
This is where most sellers think the process starts. It isn’t.
Once you’re prepared, your advisor — or you, if you’re going it alone — will approach potential buyers. That means strategic acquirers in your industry, private equity firms if your size and sector suit them, or financial buyers looking for a cashflow business to own and operate.
A good process involves running a structured, confidential approach to multiple buyers simultaneously. This creates competition, which is how you achieve the best price. Single-buyer processes — where you negotiate with one person sequentially — rarely produce good outcomes for sellers. (They produce good outcomes for buyers.)
The goal here is to generate indicative offers from two or more credible buyers. This typically takes four to twelve weeks, depending on how deep the buyer universe is and how quickly they move.
Some industries have strong buyer pools and deals happen fast. Others — niche B2B services, specialist manufacturers — take longer because the universe of logical buyers is small and each one needs time to work through the financial model.
Phase 3: Negotiation and Heads of Agreement (4 to 8 weeks)
Once you’ve selected a preferred buyer, you negotiate the key commercial terms: price, structure, the size of any earn-out component, the transition period, your ongoing role (if any), and the key conditions to completion.
These terms are captured in a Heads of Agreement (HoA) or Letter of Intent (LOI) — a non-binding document that records what you’ve agreed in principle before due diligence starts. Non-binding matters here. This document doesn’t commit either party to a deal, but it establishes the framework that everything else is built on.
Negotiations at this stage can be quick — a week or two if both parties are aligned — or drawn out for months if there’s a significant gap on price or structure. Earn-outs are typically where things slow down most. Buyers often want to reduce the upfront price with performance-based components. Sellers, unsurprisingly, want the opposite.
Most experienced advisors will tell you to hold firm in the HoA. Concessions you make at this stage tend to compound into the final contracts.
Phase 4: Due Diligence (6 to 12 weeks)
Due diligence is the buyer’s formal verification of everything you’ve told them. They’ll look at your financials in detail, speak with your accountant, examine your legal agreements, assess your customer base and concentration, and probe anything that looks unusual.
For a straightforward business — a trade services company with clean accounts and a simple lease — due diligence might take six to eight weeks. For a more complex business — multiple entities, related-party arrangements, IP assets, property holdings, government contracts — allow three to four months.
This is the phase where deals most commonly fall over. Not always because sellers are dishonest (though that happens too), but because information that seemed simple is harder to verify than expected. Revenue that’s more concentrated than it appeared. A key customer whose contract isn’t signed. An employee entitlement liability that nobody had properly accounted for.
The most effective thing you can do to accelerate due diligence is to prepare a data room — a secure, organised folder containing all the documents a buyer will ask for — before due diligence formally starts. Buyers who receive information immediately stay engaged. Buyers who wait three weeks for every document request start getting nervous and finding reasons to reduce the price.
A data room prepared in advance doesn’t just speed things up. It signals to the buyer that you’re organised, that you understand the process, and that you have nothing to hide. That perception is worth money.
Phase 5: Contracts and Completion (4 to 8 weeks)
Once due diligence is complete, lawyers draft and negotiate the Sale and Purchase Agreement (SPA). This is the binding contract.
Depending on complexity, this takes four to eight weeks. Lawyers will negotiate representations and warranties — the things you’re guaranteeing to be true about the business — the scope and limits of your liability if something turns out to be wrong, and the completion mechanics: what actually happens on settlement day.
Settlement itself can be clean and immediate (funds transfer, done) or drawn out if there are conditions to satisfy, such as landlord consent to lease assignment, third-party consents on key contracts, or regulatory approvals.
Why Deals Take Longer Than Expected
Here are the actual reasons timelines blow out, in rough order of how often they occur.
The seller isn’t prepared. This is number one by a long margin. Scrambling to find four-year-old tax returns, tracking down a missing shareholder agreement, or explaining why your accounts show $40,000 in “miscellaneous expenses” every year takes time. And it damages buyer confidence in ways that don’t always recover.
Buyer financing delays. Buyers who are financing part of the purchase through a bank add six to ten weeks to the timeline. Bank credit approvals for business acquisitions are slow, involve multiple rounds of information requests, and can fall through entirely — forcing the buyer to find alternative financing mid-process.
Tax and structure issues. If you haven’t thought about whether you’re selling shares or assets, whether you qualify for the small business CGT concessions, or how an earn-out is taxed, these issues surface in the contract stage and create delays. This is a conversation to have with your accountant before you go to market, not six weeks into due diligence.
Earn-out disputes. If the sale includes an earn-out tied to future performance, the parties often spend weeks arguing about exactly how it’s measured — which revenue counts, what deductions are allowed, who controls the business during the earn-out period. Vague earn-out definitions written quickly in the HoA stage become expensive arguments in the SPA.
Buyer hesitation. Sometimes buyers simply slow down. They get other things on their plate. Their board changes its appetite. A key executive who was championing the deal leaves. This is mostly outside your control — but a good advisor will manage buyer urgency throughout the process to prevent momentum from dying.
What You Can Actually Control
The seller’s job is to show up prepared, respond to information requests fast, and make the business easy to understand. Most of the timeline is more in your hands than you’d think.
A few things that consistently shorten timelines:
- Have three years of financials reviewed and signed off before you go to market
- Prepare a data room before due diligence starts — don’t wait to be asked
- Resolve structural issues (licence transfers, lease renewals, related-party loans) before they appear as surprises
- Get early tax advice so your structure is sale-ready from day one
- Choose a buyer you trust, not just the one with the highest number
That last point sounds obvious but it’s often overlooked. A buyer with a slightly lower offer who is decisive, well-financed, and has done acquisitions before will often produce a better outcome than a higher-priced buyer who’s disorganised, running five processes simultaneously, or financing on a shoestring. Price gets you to the table. Everything else gets you to settlement.
The Short Answer
If someone asks me how long it takes to sell a business in Australia, I say nine to twelve months for a typical SME. I say this not to manage expectations downward, but because the sellers who plan for twelve months tend to arrive at completion in better shape than those who planned for three.
The timeline isn’t actually the hard part. The hard part is staying focused on running your business while a sale process is happening in parallel — often under strict confidentiality, so you can’t tell your team, your customers, or your suppliers what’s going on.
That’s a topic for another day.
If you’re thinking about selling and want to understand what the timeline looks like for your specific situation, get in touch or use our business valuation calculator to start the conversation.