New South Wales accounts for approximately 35% of all business sales in Australia by volume — more than any other state. The concentration of population, the diversity of industry, and the depth of the buyer pool make NSW the most active business sale market in the country. But that activity also means more competition for seller attention, more sophisticated buyers, and higher expectations around preparation and presentation.
The NSW business sale market in 2025–26
The current market in NSW is characterised by strong demand for industrial and B2B businesses — logistics, manufacturing, warehousing, and professional services — and more cautious buyer sentiment in hospitality and retail. Interest rate stability has improved buyer confidence, and private equity activity in the sub-$10 million segment has increased significantly over the past 18 months.
The most active buyer segments in NSW right now:
- Trade buyers — existing operators acquiring competitors or complementary businesses. Active across all industrial sectors.
- Private equity-backed platforms — roll-up strategies in logistics, allied health, childcare, and professional services.
- Self-managed super fund (SMSF) buyers — particularly for commercial property-attached businesses and professional practices.
- Owner-operators — individuals buying their first or second business, typically in the $500,000–$2 million range.
Lease assignment in NSW — what sellers need to know
One of the most common causes of delayed or failed settlements in NSW is the lease assignment process. When a business is sold, the lease on the premises must be assigned to the new owner — and the landlord's consent is required. In NSW, landlords have specific rights under the Retail Leases Act 1994 and the Conveyancing Act 1919 to approve or withhold consent to assignment.
Key points for sellers:
- Start the lease assignment process early — ideally at the same time as the heads of agreement is signed, not after
- The landlord can require the buyer to meet financial capacity requirements before consenting
- Retail leases in NSW have specific disclosure obligations — the seller must provide a disclosure statement to the buyer
- Allow four to eight weeks for the assignment process — it is rarely faster
Stamp duty and CGT in NSW business sales
NSW does not impose stamp duty on the sale of business assets (as distinct from the sale of shares in a company). However, the sale of business real property — if the business owns its premises — is subject to transfer duty.
Capital Gains Tax (CGT) applies to the sale of most business assets. The key concessions available to small business owners in Australia include:
- 15-year exemption — if you have owned the business for 15+ years and are aged 55+, the capital gain may be entirely exempt
- 50% active asset reduction — reduces the capital gain by 50% for active business assets
- Retirement exemption — up to $500,000 of capital gain can be exempt if contributed to superannuation
- Rollover relief — allows deferral of CGT if the proceeds are reinvested in a replacement asset
These concessions are complex and depend on your specific circumstances. Your accountant — who you keep throughout the sale process — is the right person to advise on CGT planning.
How long does it take to sell a business in NSW?
The average time from engagement to settlement for a business sale in NSW is four to nine months. Well-prepared businesses with clean financials, transferable leases, and documented operations sell at the lower end of that range. Businesses that require significant preparation, have complex lease arrangements, or are in sectors with a limited buyer pool take longer.
The preparation phase — before the business goes to market — typically takes one to three months. This includes preparing the information memorandum, getting financials in order, and addressing any issues that would concern a buyer in due diligence.
