Business sales · Pre-sale

Know what your business is worth before a broker tells you what you want to hear.

Independent pre-sale valuations for owners preparing to sell — a defensible asking range, buyer-grade earnings analysis and small business CGT concession pre-testing in one evidence-led report. From $3,995 + GST.

A pre-sale business valuation establishes what a business is genuinely worth before it goes to market — independent of any broker's listing agenda. Prismi prepares evidence-led pre-sale valuations that set a defensible asking range, test normalised earnings the way a buyer's accountant will, and pre-test small business CGT concession thresholds so the tax outcome is understood before contracts are signed. Fixed fee, senior-reviewer signed.

Why value the business before you go to market

The asking price you go to market with anchors everything that follows — buyer perception, negotiation range, time on market and, ultimately, the tax outcome that crystallises when contracts are signed. Price too high and the listing goes stale; price too low and value is given away that no negotiation recovers. The right time to establish value is before a broker is appointed and before any heads of agreement is signed, because the sale price, once contracted, becomes the CGT event — it fixes both the capital gain and the evidence against which any small business CGT concession claim will be measured. A pre-sale valuation does two jobs in one engagement: it sets a defensible asking range, and it tests the tax thresholds the sale will trigger while there is still time to act on what the numbers show.

  • ·Preparing to appoint a broker and wanting an independent benchmark before signing a listing agreement
  • ·An unsolicited approach from a buyer, competitor or private equity firm
  • ·Conflicting broker appraisals with a wide spread between them
  • ·A sale where small business CGT concession eligibility looks marginal
  • ·Co-owners who disagree on what the business is worth before going to market
  • ·A term sheet or heads of agreement on the table before the price has been independently tested

A free broker appraisal is not an independent valuation

The incentive problem is simple, and it should be stated plainly: a broker's appraisal is part of a pitch to win your listing. Brokers are paid on completion, so the appraisal that wins the engagement is often the most optimistic one — and the price gets conditioned down after you have signed. That is not an accusation of bad faith; it is how the incentives are built. The evidence gap follows from it. Most appraisals do not document methodology, do not show a normalisation schedule, and do not reference the evidence behind the multiple applied — which is why a buyer's accountant discounts them on sight. Prismi has no listing to win. Fees are fixed at engagement and never contingent on outcome, methodology and evidence are documented in full, and if the evidence does not support the number you hoped for, we will say so — before the market tells you the same thing more expensively.

The earnings figure a buyer's accountant will accept

Most private business sales are priced off future maintainable earnings, so the normalisation exercise is where value is genuinely won or lost. Owner salaries are restated to market rates, related-party rent is adjusted to arm's length terms, one-off revenues and costs are stripped out, and personal or discretionary expenses are added back — but only where each add-back can be evidenced. This is the schedule the buyer's due diligence team will rebuild line by line, and every add-back that cannot be substantiated becomes a price-reduction argument at the worst possible moment. We build the maintainable earnings figure the way the other side will test it: each adjustment documented, evidence referenced, and marginal add-backs flagged rather than silently included. An asking price built on an earnings figure that survives due diligence is worth more than a higher one that does not.

Asking range, market value and strategic value are three different numbers

Market value is the price a willing but not anxious buyer and seller would strike — the Spencer v Commonwealth (1907) principle, applied through the Market Value basis in IVS 104. It is the number the tax analysis runs on and the floor against which offers should be judged. Strategic value is what a specific buyer with specific synergies — a competitor removing a rival, an acquirer buying your contracts or capability — might rationally pay above market value. It is real, but it exists only for particular buyers and cannot anchor a campaign. The asking range is a negotiation position: set near the top of the supportable range, with room to concede while staying inside what the evidence defends. Our report identifies the supportable range and the most supportable position within it, so you know which offers to decline, which to negotiate and where strategic value is worth pursuing with a particular buyer.

Pre-testing the small business CGT concessions before the price locks in the tax

For many owners, the small business CGT concessions in Division 152 ITAA 1997 are worth more than anything won in negotiation — and eligibility is gated by valuation. The maximum net asset value test requires the market value of the net CGT assets of the taxpayer, connected entities and affiliates to not exceed $6 million just before the CGT event; the alternative gateway is the CGT small business entity test, requiring aggregated turnover under $2 million. Neither threshold is indexed. Because the sale price itself becomes evidence of value, the time to test the $6 million position is before contracts are signed, not after — a group sitting near the threshold may have options while the sale is still being structured that disappear at settlement. Our report quantifies and documents the net asset value position alongside the asking range. We prepare the valuation evidence only: we are not a registered tax agent, and your accountant confirms eligibility and applies the concessions.

Asset sale or share sale: the structure changes what you keep

The same headline price can produce materially different net proceeds depending on whether the business assets are sold out of the entity or the shares in the entity are sold. In an asset sale, the price is apportioned across goodwill, plant, stock and intangibles — an allocation that affects both parties' tax positions and is often negotiated as hard as the price itself — and the proceeds land in the company, where a second step is needed to reach the owner. In a share sale, the owners sell their equity directly, the buyer inherits the entity's history, and due diligence runs deeper as a result. The concession tests also interact differently with each structure, including whether what is being sold qualifies as an active asset under s 152-40. Our valuation frames the business consistently under both structures so you and your accountant can compare like with like. The structure decision itself is tax and legal advice — that belongs with your accountant and lawyer.

How the report is used — and which tier fits

The report works three ways through a sale. In negotiation, it anchors the asking range with documented reasoning rather than optimism. In due diligence, it is the document handed to the buyer's accountant — methodology, normalisation schedule and evidence set out in full, so due diligence tests documented workings rather than an unevidenced number. On the tax side, your accountant uses the same report to support the concession position and the contract apportionment. Most pre-sale engagements sit at the Comprehensive tier (from $3,995 + GST, 15–25 business days). Higher-value sales, marginal concession eligibility or an expected contest over value warrant the Defensible Valuation File (from $8,995 + GST, 25–35 business days). Where offers may arrive under multiple structures, the Valuation Range & Scenario Review premium engagement models the scenarios side by side. An Essential engagement (from $1,495 + GST, 10–14 business days) suits an early pricing check before the decision to sell is made. Additional entities are $750 each; rush turnaround is +30% of the base fee, subject to capacity.

Common questions.

Do I need a business valuation before selling my business?+

There is no legal requirement, but the asking price anchors every downstream outcome — negotiation, time on market and the tax position that crystallises at contract. An independent valuation sets a defensible range before a broker or buyer sets it for you, and pre-tests small business CGT concession eligibility while the sale structure can still be adjusted.

Is a free broker appraisal enough to set my asking price?+

It is a data point, not a valuation. Broker appraisals are prepared to win listings, are rarely evidenced, and typically do not document methodology or normalisation workings — which is why buyers' accountants discount them. Use them to shortlist brokers, not to set the price or plan the tax outcome.

What is the $6 million maximum net asset value test when selling a business?+

The MNAV test under Div 152 ITAA 1997 requires the market value of the net CGT assets of the taxpayer, connected entities and affiliates to not exceed $6 million just before the CGT event. The threshold is not indexed. The alternative gateway is the CGT small business entity test — aggregated turnover under $2 million. Both turn on substantiated values, and your accountant confirms the legal application.

Is it better to sell a business as an asset sale or a share sale?+

It depends on the entity, the buyer and the tax profile of each party — that is structuring advice for your accountant and lawyer. What a valuation contributes is a consistent value under both frames, including the apportionment an asset sale requires, so the structure decision is made on quantified numbers rather than assumptions.

How long does a pre-sale business valuation take?+

Comprehensive reports take 15–25 business days and the Defensible Valuation File 25–35 business days. Rush turnaround is available at +30% of the base fee, subject to capacity. The practical answer is to start before appointing a broker, so the range is set before any listing agreement is signed.

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