Make selling your business less taxing

Article updated 25/11/25

Selling a business you have spent so many years building up can be a difficult process, but getting the best price is not the only consideration. Tax has a big role to play in the financial result.

That means the ATO will be paying close attention. Selling a business is considered as disposing of an asset, so it triggers a capital gains tax (CGT) event.

If your sale isn’t handled correctly, you could find yourself on the receiving end of a hefty tax bill and a lot less profit than you expected.

Tax on sale proceeds
In most cases, planning your exit should start when you establish your business. That way you can choose a business structure that makes the most of the various tax concessions available. These are complex, so contact us for advice about which concessions may be applicable to your business.

For tax purposes, selling a business is considered part of your taxable income, so the capital gain are taxed at the normal rate for your business structure.

For individuals, this can be as high as 47 per cent. Whereas small businesses operating through a company structure are taxed at the rate of 25 per cent. With this in mind, individuals are entitled to a 12 month discount of 50% which companies are not entitled to, and as such, are usually taxed at a lower rate.

Calculating your CGT bill

Your CGT bill when selling depends on a range of factors, including how much it cost you to purchase the business, referred to as your cost base, sale price and the available tax concessions.

Case study

A decade ago, Ayumi set up a small dental practice. Over the years she has significantly grown her client base and now earns an annual salary of $190,000. Her current tax rate is 47 per cent (including the Medicare levy).

Ayumi agrees to sell the business to one of the dentists she employs in the practice for $500,000.

As she started the business from scratch, her cost base is nil, so when the sale goes through she will have triggered a $500,000 capital gain. (Her business set-up costs are not included in the cost base).

As this capital gain is added to her personal income, a potential $250,000 ($500,000 x 50 per cent discount) is added to Ayumi’s taxable income. Ayumi might be able to take advantage of some of the small business CGT concessions, which may substantially cut her tax bill.

Reconsider your business structure
Your trading entity should be carefully considered when establishing your business, but it’s a good idea to review it periodically, particularly if you are thinking of selling.

The structure you originally selected may no longer be the most practical when it comes to selling your business. It is important to plan your exit early so that any changes to the structure can be made in time to ensure maximum selling potential.

Operating as a company also gives you the option to sell your business in different ways. You can either sell shares in the business or sell the business as an asset.

Exiting a business operating as a trust, sole trader or partnership is always an asset sale, but with a company structure either option can be used.

Minimise your CGT
Careful consideration of your tax structure and negotiating the right type of sales agreement is very important. The small business CGT concessions are incredibly complex and vary depending on your circumstances. However, the benefits are substantial and have the potential to reduce any tax liability to nil.

Getting good advice
With so much at stake, professional planning and support are essential when the time comes to sell your business.

Preparing your business for sale takes time and planning, if you would like assistance with your exit strategy please give us a call on 1300 363 866.

General Advice Warning
The information provided in this article is for general information purposes only and is not intended to and does not constitute formal taxation, financial or accounting advice. McConachie Stedman does not give any guarantee, warranty or make any representation that the information is fit for a particular purpose. As such, you should not make any investment or other financial decision in reliance upon the information set out in this correspondence and should seek professional advice on the financial, legal and taxation implications before making any such decisions.