Prepare early. Present clearly. Protect value.
Sometimes the smartest step before selling is not going to market straight away. It is pausing long enough to run a proper business health check, identify value leaks, fix what can be fixed, and decide whether a sale, a staged transition or succession planning is the right path.
Pre-sale readiness
Owner decision support
Sale and succession options
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Core health check areas buyers usually assess before price and terms are finalised.20+
Practical checkpoints covering finance, tax, legal, people, cyber and operations.1
Clear succession and estate planning section for owners who may decide not to sell.12 mo
Action plan showing how to improve readiness before going to market.Quinn M&A perspective
Buyers rarely pay premium value for potential alone. They pay for a business whose earnings, systems, contracts and risks are understandable, defensible and transferable.Contents
Inside the booklet
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Chapter 1
Why a business health check matters before sale
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A business health check is a structured review of the parts of a business that buyers usually test before they commit to price, terms and settlement. In simple terms, it is a seller-side look in the mirror before the market looks at you.
The purpose is not only to tidy the files. The real purpose is to sell a business that is understandable, defensible and low-friction. Buyers pay more for businesses they can understand quickly, trust more easily and integrate with less risk.
What good preparation usually improves
- Credibility with serious buyers
- Speed and efficiency of diligence
- Confidence in earnings and forecasts
- Bargaining power on price and terms
- Reduced risk of last-minute retrading
What a buyer is really asking
Can I trust the earnings? Are the contracts transferable? Is the founder too central? Are there hidden tax, legal or people issues? Is the business ready to operate without a long list of surprises?Common pre-sale outcomes
Sometimes the review leads straight to market. Sometimes it reveals 12 months of cleanup work. Sometimes it shows the better answer is a family transition, partial sale, recapitalisation or management handover instead.Decide what outcome you are actually seeking: full exit, partial exit, internal succession or optionality.
Identify exactly what is for sale: shares, assets, IP, goodwill, property or a carve-out.
Separate major risks from routine housekeeping so the fix plan is realistic.
Start early enough for improvements to show up in the numbers before buyers review them.
Chapter 2
Financial and tax health check
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Financial health check
The first question in almost every deal is whether earnings are real, repeatable and transferable. Buyers do not just want revenue and profit. They want confidence that reported EBITDA reflects normal trading rather than one-off income, delayed expenses, unusual owner benefits or temporary cost suppression. A proper financial review tests revenue quality, gross margin stability, recurring income, seasonality, customer profitability, cash conversion, working capital and capital expenditure needs.Tax health check
Tax does not always kill a deal, but it often changes price, structure and risk allocation. Review BAS and tax lodgments, GST treatment, PAYG, superannuation, payroll tax, trust issues, related-party arrangements and whether the likely sale structure creates avoidable friction.Chapter 3
Legal, corporate and commercial health check
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Legal and corporate
A buyer wants to know the seller actually owns what it says it owns, has authority to sell it, and has kept its corporate house in order. That means reviewing group structure, constitutions, shareholder or unit-holder arrangements, registers, minutes, financing documents, guarantees, licences, disputes and change-of-control clauses.Commercial
The legal entity is only one part of the story. Buyers also test the commercial engine behind it: market position, customer concentration, renewal risk, price history, supplier dependence, pipeline quality, margin resilience and how much of the demand relies on one founder relationship.Chapter 4
Operations, people and founder dependency
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Operations
Operational diligence asks whether the business actually runs well. Review service delivery or production flow, stock controls, procurement, quality management, rework, bottlenecks, supplier alternatives, site efficiency and business continuity.People
Review employment contracts, awards, entitlements, bonus arrangements, leave balances, contractor classification, superannuation compliance, policies, complaints and key-person retention risk.Founder dependency
A business can report strong profit and still sell poorly if the owner is the sales engine, key relationship holder, technical brain and final decision-maker. Ask a hard question: if the founder disappeared for three months, would the business still hit budget?Chapter 5
Technology, cyber, privacy and intellectual property
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Technology and cyber
Cyber and IT readiness are no longer side issues. Buyers will ask what systems the business relies on, who has privileged access, whether backups are tested, how incidents are handled, whether software is properly licensed and whether core data is portable and reliable.Privacy and data
If the business handles personal information, privacy settings, storage locations, access controls, retention practices and past breach history all matter.Intellectual property
A pre-sale IP review should cover trade marks, business names, domains, software ownership, contractor assignments, confidential know-how, licences in and licences out, and any infringement risks.Chapter 6
Regulatory, WHS, leases and customer or supplier risk
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Regulatory and WHS
Compliance risk can include industry licences, product standards, consumer law, environmental obligations and workplace health and safety. Even where there is no active problem, buyers want to see that governance is real and that management understands its obligations.Property and leases
If premises matter, review lease term, options, rent review, make-good, assignment rights, landlord consent requirements and any defaults.Chapter 7
Succession planning as an alternative to sale
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Sometimes the health check shows that the owners should not sell yet. The better answer may be a staged handover rather than a market sale.
Succession planning is not only about naming a successor. It should deal with management handover, ownership transfer, governance, tax, funding, family expectations and timing.
Four hard questions
- Who will control the business?
- Who will run the business day to day?
- Who will own the economic value?
- How will fairness be handled between active and non-active family members?
Chapter 8
Estate planning for business owners
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Estate planning matters because death, illness or loss of capacity can derail both a sale and a succession plan. Review wills, enduring powers of attorney, control of shares or trust interests, who can act as director or appointor, and how buy-sell or shareholder arrangements interact with death or incapacity.
What to align
- Will and estate documents
- Ownership structure and trust control
- Director and shareholder mechanics
- Superannuation and beneficiary arrangements
- Business succession plan and family expectations
Chapter 9
A practical 12-month pre-sale action plan
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Months 1–2
Clarify the likely exit path. Define what is for sale. Gather group structure, registers, minutes and major contracts.
Months 2–4
Run the financial and tax review. Clean up the balance sheet. Prepare a defensible earnings bridge.
Months 3–5
Review employment files, contractor classification, super, leave and retention risk.
Months 4–6
Assess IP, privacy, cyber, licences, WHS and standard contract terms.
Months 6–9
Strengthen monthly reporting, refresh forecasts, document operations and reduce concentration where possible.
Months 9–12
Assemble and test the data room, then decide whether to launch, wait or pivot to succession planning.
Chapter 10
Master checklist
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Three years of reliable financials and monthly management accounts
Clear normalisation logic and working capital analysis
Tax lodgments, GST, PAYG, super and payroll exposures reviewed
Group structure, registers, minutes and shareholder documents current
Major contracts accessible, signed and checked for assignment issues
Customer and supplier concentration quantified and explained
Employment contracts, leave balances and contractor risks reviewed
Retention plan for key management and critical staff prepared
Core systems, backups, cyber controls and incident history documented
Privacy practices, data handling and retention approach reviewed
Trade marks, domains, software and know-how ownership confirmed
Licences, permits, WHS processes and lease risks checked
Founder dependency reduced or clearly managed through transition planning
Succession and estate planning reviewed alongside sale readiness
Data room organised, searchable and internally consistent
Decision made: sell now, prepare longer, or pursue succession instead
Next step
Ready to chat to the Quinn M&A team?
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