How the New AML Reforms Are Changing the Business Sale Process

Every step of a business sale from first offer to settlement is touched in some way by Australia’s incoming AML/CTF reforms. Rather than a single new form to sign, it’s a shift in how thoroughly certain checks are documented right through the transaction. Here’s how the process itself is changing.

Before You Even Get to Due Diligence

Historically, identity checks in a business sale were often informal a driver’s licence sighted, a signature on a contract. Under Tranche 2, professionals providing designated services need to run formal customer due diligence before certain services begin, not partway through. If your solicitor or accountant is a Tranche 2 entity for the service they’re providing you, expect this to happen earlier in the engagement than you might be used to.

Due Diligence Gets an Extra Layer

Traditional due diligence in a business sale focuses on financials, compliance, staff, and contracts. What’s new is a parallel layer focused on the parties themselves verifying who the buyer and seller actually are, understanding the ownership structure behind each side, and in some cases, understanding the source of the funds being used.

This doesn’t replace commercial due diligence; it sits alongside it. A buyer still needs to review the target business’s financials and compliance record exactly as before; they’ll now also need to expect their own identity and funding sources to come under similar scrutiny from their advisers.

Trusts and Company Structures Face More Scrutiny

Transactions involving trusts or multi-layered company structures common in business sales, particularly larger ones typically require more detailed verification under the new regime, since these structures have historically been used to obscure beneficial ownership. If you’re buying or selling through a trust, expect your solicitor to request information about beneficiaries and the trustee structure that may not have been asked for as routinely in the past.

Timelines Need Realistic Buffering

Settlement timelines that once ran tightly from contract signing to completion may need more breathing room, particularly for transactions involving overseas funds, complex structures, or parties new to a particular advisory firm. Advisers conducting proper due diligence under the new obligations need time to do it correctly; rushing this stage isn’t something a well-run transaction should be built around.

What Sellers Should Prepare in Advance

Confirm your business’s ownership structure is documented clearly and can be explained without delay.
If selling through a trust, have your trust deed and beneficiary information ready to provide to your solicitor.
Keep records of significant capital contributions to the business over its life, in case source-of-funds questions arise.

What Buyers Should Prepare in Advance

Have identification ready in the name matching your purchasing entity, not just your personal name.
Document the source of your deposit and purchase funds clearly, particularly if funds are coming from multiple accounts, family contributions, or overseas.
If using vendor finance, make sure the funding structure is clearly set out in writing from the outset.

The Upside for a Well-Prepared Party

Buyers and sellers who come to the table prepared move through this new layer of due diligence quickly and without friction. It’s parties who are disorganised about their own structure or funding regardless of whether anything questionable is actually happening who tend to experience delays, simply because the paperwork isn’t ready when it’s requested.

Plan Your Transaction With the New Rules in Mind

Understanding how these reforms reshape the practical mechanics of a sale helps avoid surprises at the worst possible time right before settlement. At NDIS Business Brokers, we build these considerations into how we manage transactions for our clients.

Planning a business sale or purchase in the year ahead? Speak with our team to make sure your transaction is structured with the new requirements in mind.

Frequently Asked Questions

How long does NDIS business due diligence usually take?

Anywhere from 4 to 12 weeks, depending on how organised the seller's records are and the complexity of the registration and service mix.

Can I buy an unregistered NDIS business?

Yes, but you'll need to understand the registration pathway, especially with mandatory registration changes affecting SIL and platform providers from mid-2026.

Who should be on my due diligence team?

At minimum: an NDIS-experienced accountant, a commercial lawyer, and a broker who specialises in NDIS business sales.

What's the biggest mistake buyers make?

Relying on revenue figures instead of verified profit, and skipping a proper review of NDIS Commission correspondence and audit history.

Does the NDIS registration automatically transfer with the business?

No. The NDIS Commission doesn't allow registrations to be freely traded how it's handled depends on whether the sale is structured as an asset sale or an entity (share) sale.

How NDIS Business Brokers Can Help?

Due diligence is where deals succeed or fall apart. At NDIS Business Brokers, we guide both buyers and sellers through every document, every compliance check, and every negotiation point so nothing gets missed.

Thinking about buying or selling an NDIS business?

Book a confidential meeting with our team today and get expert guidance built specifically for the NDIS sector.

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