New AML Laws for Business Sales: What Buyers and Sellers Need to Know

If you’re buying or selling a business in Australia, the due diligence process is about to look a little different. From 1 July 2026, new anti-money laundering laws known as the Tranche 2 reforms bring lawyers, accountants, real estate agents, conveyancers, and trust and company service providers under formal AML/CTF obligations for the first time. If any of these professionals are involved in your transaction, and they usually are, it will affect the paperwork and timelines around your deal.

What's Actually Changing

Until now, Australia’s anti-money laundering laws applied mainly to banks, casinos, and remittance providers referred to as Tranche 1 entities. Tranche 2 closes a long-standing gap by bringing “gatekeeper” professions into the same regime. From 1 July 2026, if your lawyer, accountant, or conveyancer is providing certain services connected to your sale particularly anything involving trusts, companies, or the transfer of business assets they’ll need to meet formal customer due diligence obligations under AUSTRAC.

What This Means If You're Selling

Expect your solicitor or accountant to ask more detailed questions than they may have in the past proof of identity, information about the source of funds behind the business, and details about the structure you’re selling through (company, trust, or otherwise). This isn’t a reflection on you personally; it’s a legal obligation now sitting on their side of the desk.

If your business is held in a trust, or you’re using a solicitor to draft a company share sale agreement, build extra time into your settlement timeline for this identity and source-of-funds verification to happen properly.

What This Means If You're Buying

Buyers should expect similar checks proof of identity, and increasingly, documentation showing where your purchase funds are coming from, particularly for larger transactions or where funds originate overseas. If you’re using vendor finance, a company structure, or funds from multiple sources, be ready to explain and document that clearly rather than assume it will be waved through.

Building this into your planning early avoids a frustrating situation where a deal is otherwise ready to settle but held up by outstanding verification requirements from your own advisers.

Does This Apply to Business Brokers Directly?

Whether a business broker themselves falls within Tranche 2 depends on the specific services they provide it’s not automatically the same as being a real estate agent or lawyer. What’s certain is that the other professionals typically involved in a business sale solicitors, accountants, and anyone establishing or amending a trust or company as part of the deal will be captured. It’s worth asking your broker and legal team directly how the reforms apply to your specific transaction, rather than assuming either way.

Practical Steps to Avoid Delays

Have your identification documents ready and current well before you expect to need them.
If your business or purchasing entity involves a trust or complex company structure, flag this with your solicitor early these structures typically require more detailed verification.
Be prepared to explain the source of significant funds, especially deposits, vendor finance repayments, or capital brought in from overseas.
Ask your accountant and solicitor directly whether the reforms affect the services they’re providing you for this transaction.
Build a little extra time into your settlement timeline, particularly for transactions settling close to or after 1 July 2026.

Why This Is a Good Thing, Not Just Red Tape

These changes exist to prevent business transactions being used to disguise illicit funds a real risk in any market where meaningful sums change hands through private sales. A transparent, well-documented transaction protects both parties, reduces the chance of a deal unravelling due to a compliance issue discovered later, and brings Australia into line with international standards already applied in comparable countries.

Get Ahead of the Change

The businesses that navigate this smoothly will be the ones who plan for it early rather than discovering the requirements mid-negotiation. At NDIS Business Brokers, we keep across regulatory changes like this so our clients aren’t caught off guard during a transaction.

Buying or selling a business and want to understand how the new AML rules affect your timeline? Get in touch with our team for a confidential conversation.

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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