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Selling a small business in NZ: choose your route
A sale to an outside buyer is one route. Family succession, a management buyout or a staged shareholder exit may suit different priorities. Decide how much involvement you want afterwards, when you need funds and what matters for the people in the business. Compare business exit options before treating a full sale as the only answer.
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How to sell a business in NZ: prepare first
Bring financial accounts, recent management results, key contracts, asset records and ownership information together. Identify earnings that depend on you personally and explain unusual results. A buyer should be able to follow the numbers back to records. Our vendor due diligence guide helps organise that preparation; a business valuation process gives context for price discussions.
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Decide what the transaction includes
An asset sale and a share sale transfer different things. Agree the proposed structure, included assets, liabilities, stock and any working capital before comparing headline prices. Tax treatment depends on the transaction and the seller's circumstances. Use our asset versus share sale comparison and business-sale tax guide to prepare questions for your legal and tax advisers.
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Compare the terms as well as the price
A headline offer may combine cash at completion, deferred payments and an earnout. Each has a different timing and risk. An earn out depends on agreed future outcomes; vendor finance involves the seller funding part of the purchase. A working capital adjustment can change the completion amount. Put the proposed cash receipts and obligations on one timeline.
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Work through diligence and completion
Keep a controlled record of questions, documents supplied and unresolved matters. Agree who may see sensitive information and when. A quality of earnings review examines what supports the reported result. Your advisers can help turn commercial decisions into the appropriate agreement, conditions and completion steps. Avoid treating an indicative offer as a completed sale.
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Plan life after the sale
Write down the handover period, responsibilities, introductions and access changes. Make sure the buyer can operate the business without relying on informal promises. For a partial exit, clarify ongoing ownership and decision rights through shareholder exit planning. We bring valuation, commercial and transition thinking together so the next discussion starts with clear priorities.
Start here
Explore the topic
- Asset sale vs share sale in New ZealandAn asset sale transfers selected business assets; a share sale transfers ownership of shares in a company.
- Business exit options: sell, transfer or step backLeaving daily operations and selling ownership are different choices. Compare the routes against your objectives, the business's readiness and the people who could carry it forward.
- Business tax advisory for ownership decisionsA change in ownership can create tax questions long before a transaction is signed.
- Shareholder exit: agree the process before the priceWhen one shareholder leaves and the business continues, several decisions need to move together. Agree the process, valuation brief and funding questions before a price discussion becomes the whole conversation.
- Do you pay tax when you sell a business in New Zealand?Tax when selling a business in New Zealand depends on what is sold and the circumstances of the transaction.
- Vendor due diligence: prepare for buyer questionsPreparing for buyer questions helps an owner see the business from the other side of the table. Start by finding gaps and inconsistencies in the information you expect a buyer to rely on.
- Earn outUnderstand an earn out in a business sale, with a worked payment example and questions about targets, control and risk. Talk to Pivot Point.
- Vendor finance NZVendor finance in NZ business sales: compare repayment terms, cash flow and seller risk, with a worked example. Discuss your transaction with us.
- Working capital adjustmentUnderstand a working capital adjustment, target peg and completion calculation with a worked example. Discuss your business-sale terms with us.
- Quality of earningsQuality of earnings explained: review scope, report contents, adjusted earnings and cash conversion. Prepare for a transaction discussion with us.
Your next move
Talk through your business sale
Bring your preferred timing, the ownership structure and the questions that are holding you back. We can help you work out what needs preparing before you approach a buyer.
Talk through your business sale