Share Sale vs Asset Sale: How to Structure Your NDIS Business Sale in 2026
Most owners start with one question: what is my NDIS business worth? A second question matters just as much. What exactly are you selling? The answer shapes your tax bill, your settlement timeline and who carries the risk. With tougher ownership rules now in force, it is a decision to make before you list, not after the first offer arrives.
Two Ways to Sell an NDIS Business
In a share sale, the buyer purchases the company itself. The ABN, NDIS provider registration, contracts, staff, history and liabilities all stay with the entity.
In an asset sale, the buyer purchases selected assets, such as goodwill, systems, policies, equipment and brand, into their own entity. The seller keeps the original company and whatever sits inside it.
Neither is automatically better. Each suits different NDIS business sellers and different NDIS business buyers.
Registration Is the Biggest Practical Difference
NDIS provider registration is held by a legal entity. In a share sale of a registered NDIS provider for sale, the registration normally stays with that company, which is why many listings are structured this way. In an asset sale, the buyer’s entity generally needs its own registration. That means an application, an audit and a longer wait. Confirm the detail with the NDIS Commission before committing to either path.
Either way, the Commission must be told. Since 1 July 2026, providers must notify the NDIS Quality and Safeguards Commission as soon as they know a change of ownership will occur, and some changes trigger a new change-of-ownership audit. The notification also asks how the sale came about, including whether a broker was involved. Build this into your change-of-ownership timeline from day one.
Participants Do Not Come With the Deal
In either structure, participants are not transferred automatically. The Commission expects them to be told about the change and to remain free to choose another provider. For NDIS business buyers, that means price should never assume every participant stays. A clear communication plan protects the people being supported, and it protects your NDIS business valuation.
Liability: Who Inherits What?
A share sale hands the buyer everything: past payroll errors, unresolved incidents, tax debts and any Commission history. That makes NDIS provider due diligence essential, along with warranties, indemnities and sometimes a portion of the price held back after settlement.
An asset sale lets buyers choose what they take and leave most historical liabilities behind. Sellers should expect tougher price negotiations and more paperwork, because contracts, insurance and service agreements usually need to be re-established.
Tax: Where Sellers Can Lose Money
Structure changes who pays tax, and when. A share sale is generally taxed as a capital gain in the shareholders’ hands. In an asset sale, the company receives the proceeds, and getting that money out to the owners can create a second layer of tax.
The small business CGT concessions may help in either case: the 15-year exemption, the 50% active asset reduction, the retirement exemption with its $500,000 lifetime limit, and the rollover. To access them, you generally need to meet basic conditions. These include a turnover test of under $2 million or a $6 million maximum net asset value test, plus an active asset test, with extra conditions for shares in a company. Stamp duty and GST treatment can also differ by structure. Ask your accountant to model both options before you set a price.
Staff: What Happens to Your Team?
In a share sale, the employer stays the same, so employees carry on as before. In an asset sale, the transfer of business rules under the Fair Work Act may apply. Where staff move across and do substantially the same work, the new employer typically must recognise their prior service for certain entitlements, subject to exceptions. Sale contract terms do not override employment law. Confirm leave balances, award coverage and worker screening clearances early, and update key personnel details in the Commission portal.
How to Choose
- Check which entity holds your registration. If you trade as a sole trader or through a trust, your options narrow, so get advice early.
- Model after-tax proceeds for both structures before listing.
- Agree the structure before going to market. It shapes price, timing and which buyers will engage.
- Buyers should test NDIS compliance, payroll and incident history before signing.
- Allow time for notification, audit and settlement.
Talk to Specialists Before You Commit
Whether you want to sell an NDIS business, buy an NDIS business or simply understand your options, NDIS Business Brokers can help. We work exclusively in the Australian NDIS business market and can walk you through structure, valuation and compliance in a confidential conversation.
This article provides general information only and is not tax, legal or financial advice. Speak to a qualified accountant and solicitor about your circumstances.
