Robin Lamb | Published 9 September 2026 | Updated 15 September 2026
A possible sale may begin with an approach from a buyer, a conversation with a broker or a decision that it is time to move on.
Before a price becomes an agreed deal, establish what the proposed transaction would mean financially. What is being sold, who owns it and when payments will arrive all deserve attention.
Tax planning is most useful while the terms can still be considered and negotiated. It is not simply a calculation made when the proceeds reach a bank account.
Clarify what is being sold and who owns it
“Selling the business” can describe quite different transactions.
A buyer might acquire business assets, shares in a company, another ownership interest or the commercial premises. A proposed sale may combine several of these.
Identify the legal owner of each asset or interest. If a trustee holds an asset, identify the trust arrangement as well. Where the business and premises are held separately, there may be different sellers and different tax questions.
For a company, selling its business assets is not the same transaction as its shareholders selling their shares. The company receives the proceeds from its asset sale. Shareholders receive the proceeds when they sell their own shares.
That distinction matters when discussing how much money will eventually be available personally. Funds received by a company or through a trust require further consideration before owners treat them as available for private use.
Examine the terms behind the headline price
The proposed price needs to be understood alongside what it includes.
An asset sale may allocate amounts to stock, equipment, goodwill and property. Ask what supports those allocations and whether the contract accurately describes the transaction. They are not merely labels to settle after the commercial deal is agreed.
Payment terms also deserve separate attention. Distinguish an amount payable at completion from a fixed amount payable later and an amount that depends on future performance.
A payment linked to future turnover or profit is commonly described as an earnout. The conditions, measurement period and payment rights need accounting, tax and legal assessment. It should not be treated as equivalent to an unconditional payment received on completion.
Your accountant can assess the proposed treatment and cash flow implications. Your solicitor should address how the rights and obligations are expressed in the agreement.
Review timing before signing
Settlement and receipt of payment do not determine when every tax consequence arises.
For a disposal under the ordinary CGT rules, the relevant event generally occurs when the disposal contract is entered into, rather than when settlement happens. Other sale components and payment arrangements need their own timing assessment.
This matters if a contract and settlement fall in different financial years, or if some proceeds will not be received until later.
Have the proposed dates and conditions reviewed before signing. Do not assume that spreading payments over several years will spread the tax outcome in the same way.
An early discussion is worthwhile even without a buyer. It can identify missing records and questions that need answering before negotiations become firm commitments.
Assess the components, not just one capital gain
A business sale should not automatically be treated as a single capital gain.
Trading stock, depreciating equipment and goodwill can fall under different income tax provisions. The previous tax treatment of equipment also matters when it is sold. A commercial property sale needs assessment of the property and relevant expenditure records.
Capital gains tax is part of the income tax system. It does not replace the need to consider other income tax rules that apply to individual sale components.
GST is a separate question. Ask whether GST is payable, how it is addressed in the price and contract, and what funds need to be retained for it.
A proposed sale as a going concern may receive GST free treatment if the requirements are satisfied. Continuing business activity or describing the transaction that way does not, by itself, establish the outcome.
Your accountant and solicitor should resolve the intended treatment together while the contract remains open for discussion.
Treat concessions as questions for assessment
CGT concessions or exemptions may be relevant, but they should not be assumed when setting expectations about the proceeds.
A proper assessment may require the ownership history, how assets have been used and the circumstances of the business, its owners and related entities.
For premises, bring a history of occupation and leasing, not just the current use. Where another entity has operated the business from the property, explain that relationship.
The relevant facts may extend beyond the asset being sold. A concession available to one seller or one component does not establish the treatment of everything else.
Early advice does not mean a restructure is appropriate. Any proposed change needs its own commercial, tax and legal assessment. An impending sale is not a reason to assume that restructuring will improve the result.
Plan for the proceeds that will actually be available
Ask for a cash flow view that distinguishes the headline price from amounts expected at completion and amounts dependent on later events.
Allow for transaction costs, debt repayment, tax and any obligations that remain after the sale. Identify who must pay each amount and when.
If the selling entity will retain funds, discuss the further accounting and tax questions involved in making money available to its owners. Paying tax on the sale does not automatically resolve the treatment of a later payment to an owner.
Any estimate should make its assumptions clear and be revisited when the proposed terms change.
What to bring to an initial discussion
Useful information includes:
- Ownership and structure details, including relevant trust and company records.
- Recent financial statements and current management reports.
- Asset registers, acquisition documents and improvement records.
- Property use and leasing history.
- Finance balances and relevant loan documents.
- Draft offers, sale terms, proposed price allocations and payment conditions.
Clear business records make the assessment more useful.
Your accountant considers tax, accounting and expected proceeds. Your solicitor addresses the agreement and legal responsibilities. A business broker or valuer may assist with marketing, negotiations or valuation within their agreed role.
Speak with Jaha while the proposed sale can still be considered. The aim is informed decisions and realistic expectations, not a promised tax saving.