How to Sell a Business That Includes a Commercial Property: A Step-by-Step Guide
Selling a business is already one of the most complex financial decisions an Australian owner will ever make — but when that business comes with bricks and mortar attached, the process becomes significantly more involved. From separating the property value from the goodwill, to navigating dual legal obligations, you'll need the right professionals in your corner from day one. One of the first things most sellers discover is how important it is to find a qualified conveyancer near me who understands both commercial transactions and business sales — not just residential transfers.
Step 1: Understand What You're Actually Selling
Before listing anything, you need to clearly define the structure of the sale. Are you selling:
- The business and the freehold property together as a single asset?
- The business as a going concern, with the property sold separately?
- The business only, with a new commercial lease offered to the buyer?
Each structure carries different tax implications, different legal documents, and a different buyer pool. Getting this wrong early can cost you months and thousands of dollars. If you're unsure where to start, the Guides section at BusinessesOpportunities.com.au has plain-English breakdowns of how Australian business sale structures work across different industries.
Step 2: Get Separate Valuations — Business and Property
Many sellers make the mistake of treating the whole package as one number. Buyers (and their finance teams) won't. Lenders and accountants will want a certified business valuation — covering goodwill, plant and equipment, stock and revenue multiples — alongside a separate commercial property appraisal conducted by a licensed valuer.
Keep in mind that commercial property values in Australian capital cities have shifted considerably since 2022. An independent valuation protects both parties and anchors your asking price to something defensible during negotiations.
Step 3: Engage a Commercial Conveyancer Early
This is where many sellers lose time and money by acting too late. Commercial conveyancing is not the same as buying a house — the contracts are longer, the due diligence periods are more demanding, and the legal obligations around land tax, GST on commercial property, and special conditions can trip up even experienced operators.
Searching for a local conveyancing professional near you who specialises in commercial and business-related transfers is one of the smartest early moves you can make. They'll review the existing title, flag any encumbrances or caveats, and draft or review the contract of sale so that property and business components are cleanly separated — or correctly bundled, depending on your structure.
It's worth noting that the legal frameworks governing property transfers in Australia have evolved considerably from older English statute law — including legislation as foundational as the Statute Law Revision Act 1875 — through to today's state-based conveyancing acts that each Australian jurisdiction now operates under.
Step 4: Prepare Your Due Diligence Pack
Serious buyers of businesses with property will conduct thorough due diligence across both assets. Prepare a comprehensive pack that includes:
- Three years of financial statements and BAS returns
- A copy of the current title and any registered encumbrances
- Details of any existing leases, easements, or zoning restrictions
- Council rates and land tax records
- Building and pest inspection reports (if available)
- Details of any plant and equipment included in the sale
Having this material ready before buyer enquiries begin signals professionalism and typically shortens the time to unconditional contract.
Step 5: Address the GST Question
The sale of a commercial property is generally subject to GST in Australia — but the sale of a going concern may be GST-free if specific conditions are met. This distinction matters enormously to your net proceeds. Work with your accountant and conveyancer together on this point, not separately, to ensure both the contract wording and the financial structure align with your intended tax treatment.
Step 6: Run the Sale Process Professionally
Whether you use a business broker, a commercial real estate agent, or both, keep your conveyancer in the loop throughout negotiations. Once a buyer is found, your conveyancer will manage the exchange of contracts, deposit conditions, settlement adjustments (rates, land tax and rent apportionments) and final settlement — ensuring nothing falls through the cracks in what is often a six-to-twelve week process.
Final Thoughts
Selling a business that includes commercial property is genuinely a two-transaction process wrapped in one. The sellers who achieve the best outcomes are those who assemble the right team early: a good accountant, an experienced broker or agent, and a qualified conveyancer who knows the commercial space. If you'd like to explore more expert guidance tailored to Australian business sales, get in touch with the team at BusinessesOpportunities.com.au — they're well placed to point you toward the right resources for your situation.
