Most Australian business owners only sell once. Which means when you finally sit down and ask what the process actually involves, you realise quickly that nobody’s told you. Not your accountant, not your lawyer, and certainly not the buyer who’s about to make an offer. The information is out there, in fragments, but the roadmap isn’t.
That gap between ‘considering a sale’ and ‘understanding what a sale involves’ is where most owners stall. Not because they don’t want to move forward, but because the unknown is a reasonable thing to be wary of. And the stories you hear don’t help: sales that dragged on for fourteen months, due diligence requests that turned into fishing expeditions, completion days that came and went without the money moving. If that’s the version of the process you’ve absorbed, it makes sense to keep the conversation theoretical.
But the process doesn’t have to be opaque, and it doesn’t have to take forever. Here’s how a well-run sale actually works, and what to look for when you’re assessing whether a buyer’s process is the kind you’d want to be part of.
The gap between what owners expect and what actually happens
In the Australian M&A market, SME sales take, on average, somewhere between six and nine months from listing to settlement. Some brokers put it longer – Xcllusive Business Sales, drawing on their own completed transaction data, found an average closer to eight and a half months. That’s the better part of a year in which you’re still running the business, fielding information requests, managing confidentiality, and hoping the deal doesn’t fall over.
It’s also worth understanding why sales take that long in the traditional broker model. When a business is broadly listed, you spend months finding a buyer rather than months transacting with one. The process of qualifying interest, running information memoranda past multiple parties, and managing competitive tension takes time and not all of that time is moving the deal forward.
A direct buyer who already knows what they’re looking for can compress that timeline significantly. The initial conversation isn’t a pitch to the market; it’s a targeted discussion about fit. When both parties decide to move, the process that follows — from initial information through to settlement can realistically be completed in 60 to 90 days.
That’s not a marketing number. It reflects a structured process that moves in a defined sequence, with clear expectations at each stage.
What that process actually looks like, step by step
A clean sale between a business owner and an informed buyer typically moves through seven stages, and they’re more sequential than they might appear from the outside.
It starts with (1) an initial conversation, informal, no commitment required, to establish whether there’s genuine alignment on the business and what the owner wants from an exit. If there’s a fit, the buyer will (2) ask for some basic information: a few years of financials, a broad picture of the customer base (often anonymised at this stage), and some operational context. This isn’t a due diligence request. It’s enough to form a view.
From that information, a credible buyer should be able to produce (3) a Non-Binding Indicative Offer, an NBIO, that covers the main commercial points: price, structure, key conditions. Not a vague expression of interest, but something specific enough that you could take it to a lawyer and they’d understand what’s being proposed. If the NBIO is too loose to anchor a contract, it’s not a real offer.
Assuming the NBIO lands somewhere acceptable, both parties (4) sign a non-disclosure agreement and (5) move into due diligence. This is the stage that owners often fear most, and it’s worth being direct: a well-scoped due diligence process is not an audit. It’s a structured review of the claims that have been made about the business: financials, customer contracts, key staff, operational dependencies. Buyers who have been through this process many times know what’s material and what isn’t. The information request should be targeted, not a blanket data dump.
Diligence is run in parallel with legal drafting. While the advisors work through the documentation, (6) commercial negotiation continues on the specific terms, price adjustments, warranty scope, earn-out structures where relevant, transition arrangements. At the end of that process sits (7) settlement: the day the transaction completes and ownership transfers.
Seven steps. Sixty to ninety days. That’s the shape of a deal when it’s working properly.
The unpreparedness problem and why it’s not your fault
Research from Pitcher Partners’ Dealmakers 2025 report, a survey of active Australian M&A practitioners, found that roughly one in four sellers isn’t ready to transact when they first engage with a buyer. Not unwilling: unprepared. There’s a difference.
Unpreparedness usually looks like this: financials that haven’t been cleaned up, customer data that lives in the owner’s head rather than a CRM, operational processes that are undocumented because the owner is the process. None of that is unusual. Most SMEs run lean, and documentation is rarely the priority when you’re focused on the business itself. But it does slow a sale down, because the buyer needs to understand what they’re buying before they can buy it.
The fix isn’t complicated. It’s mostly about knowing what’s going to be asked for before the question is asked. If you can put together a few years of management accounts, a broad picture of your customer concentration and revenue profile, and an honest summary of how the business runs day to day, you’re further ahead than most sellers who come to market. You don’t need to have everything packaged into an information memorandum. A good buyer will help structure that conversation.
The broader picture, for context: analysis of the Australian mid-market suggests that of around 162,000 privately held businesses with revenue between two and a hundred million dollars, more than two-thirds are owned by someone of retirement age, and the majority have no formal succession plan. The most common reason isn’t reluctance. It’s that without a clear framework for what a sale involves, the default tends to be inaction.
Knowing the steps is usually enough to start moving. If you’re at the point of asking these questions, two things are worth sitting with: do you have an advisory team you’d want alongside you in this process, and do you know roughly what the first information request would look like? If either answer is no, that’s a good place to start.
Common Questions
Q. How long does it take to sell a business in Australia?
Australian SME sales take an average of six to nine months from listing to settlement in the broader broker market. A direct buyer who already knows what they’re looking for can compress the timeline to 60 to 90 days from initial information through to settlement.
Q. What is an NBIO (Non-Binding Indicative Offer)?
An NBIO is the first formal offer a buyer makes after reviewing initial business information. It covers the main commercial points: price, structure, key conditions, at a level of specificity a lawyer could anchor a contract to. A vague expression of interest is not an NBIO.
Q. What are the stages of selling a small business in Australia?
A clean sale typically moves through seven stages: an initial conversation; provision of basic information; a Non-Binding Indicative Offer (NBIO); signing of an NDA; due diligence run in parallel with legal drafting; commercial negotiation on final terms; and settlement.
Q. How long does due diligence take when selling a business?
A standard due diligence period runs 90 to 120 days, though some buyers may push for 60. Running diligence in parallel with legal drafting can shorten the overall transaction timeline.
