Business to Business (B2B) for sale in Australia

Read assignment, change-of-control, termination, renewal, pricing, rebate and service-level clauses. Identify contracts requiring consent and speak with major customers at the agreed stage, because recurring invoices do not prove that revenue will survive a change of ownership.

Calculate revenue and gross margin by customer over several years, not only the latest period. Review churn, contract expiry, tender dates, pipeline quality and relationship ownership, then stress-test earnings if the largest customers reduce volumes or leave.

Age every receivable and examine disputes, credits, rebates, bad debts and post-balance-date collections. Search PPSR registrations over assets being acquired and review whether the business correctly registers retention-of-title or other security interests supporting customer credit.

Use de-identified or aggregated information wherever possible and control access through the confidentiality agreement and data room. OAIC guidance warns that prospective purchasers should avoid collecting unnecessary personal information and return or destroy it if the transaction fails.

Identify employees, contractors, awards, enterprise agreements, accrued leave and superannuation. Australian transfer-of-business rules can preserve service and workplace instruments in some transactions, so allocate entitlements clearly and test whether contractor arrangements are genuinely independent.

Reconcile contracts and invoices to BAS, bank receipts and accounting records. Separate contracted recurring revenue from projects, pass-through costs and related-party sales, then adjust for unbilled work, deferred income, doubtful debts and seller relationships that may not transfer.