An accepted offer is the loudest moment in a business sale. It’s also the most misunderstood. Most vendors think the deal is done. In reality, the work between offer and settlement is where transactions break, slow down, or quietly fall apart.

In my 12+ years selling businesses across Melbourne, Adelaide and regional Australia — over $50 million in transactions across hospitality, retail, franchises, allied health, professional services, manufacturing and distribution — I’d estimate roughly one in five accepted offers don’t make it to settlement on the first attempt. Usually because one of the stages below got mishandled.

Here’s what actually happens, in the order it happens.

Stage 1: The Sales Contract Is Drafted and Signed

Once price and headline terms are agreed, the vendor’s solicitor prepares the contract. It covers purchase price, deposit, settlement period (typically 30 to 60 days for a standard SME sale, longer for franchises and businesses requiring lender approval), inclusions, exclusions, restraint of trade, and any special conditions specific to the transaction.

Both parties’ solicitors review and negotiate. Minor amendments are normal. Major amendments at this stage usually signal the deal wasn’t properly conditioned at offer — a sign the broker didn’t do enough work upfront.

Stage 2: The Buyer Starts Due Diligence

This is the buyer’s chance to verify everything you’ve told them during the sales campaign. They’ll dig into financials, lease, supplier contracts, employee entitlements, equipment condition, customer concentration, and anything else flagged in the Information Memorandum.

A clean, well-prepared vendor with organised P&Ls, accurate stock records, and tidy lease documents gets through due diligence in 2 to 3 weeks. A disorganised vendor takes 6 to 8 weeks and risks the buyer renegotiating price on the back of what they find. This is the single most preventable cause of deal slippage I see.

Stage 3: Landlord Approval for the Commercial Lease

If the business operates from leased premises — which most do in Melbourne and Adelaide retail and hospitality — the landlord has to consent to the lease assignment. This is not a formality. Landlords typically ask the buyer to complete an application, provide personal financials, sometimes attend an interview, and occasionally provide a personal guarantee or bank guarantee.

Stage 4: Franchisor Approval (For Franchise Businesses)

For franchise sales, the franchisor runs a parallel approval process: buyer application, interviews, training schedules, financial assessment, and formal sign-off on the incoming franchisee. Under the updated Franchising Code of Conduct (effective 1 April 2025), franchisors have specific disclosure and timing obligations on both sides of the transaction.

Realistic timeline: 6 to 10 weeks for most franchise systems, longer if buyer training is required before settlement. Factor this in from day one when selling a franchise in Melbourne or Adelaide.

Stage 5: Finance Approval (If the Offer Is Conditional)

If the buyer’s offer is subject to finance, their lender will request additional documents during this window. Typically: business financials going back 2 to 3 years, lease, contract of sale, buyer’s personal financials, and often a business plan with cash flow forecast prepared in the lender’s preferred format.

Each of the major banks — ANZ, CBA, NAB, Westpac — has slightly different requirements and turnaround times. Brokers who understand each lender’s playbook save weeks here. Brokers who don’t, lose deals here.

Stage 6: Settlement

Ownership transfers. The buyer pays the balance. The vendor hands over keys, passwords, supplier contacts, customer lists, POS access, employee files, stock count, and operational documentation. Settlement adjustments cover prepaid rent, employee leave entitlements, stock at value, and outstanding utilities.

A training and handover period usually follows, ranging from two weeks for a simple retail business to three months for a complex franchise, B2B distribution business, or service operation with key customer relationships to transition.

How Long Does the Whole Process Take in Australia?

For a well-prepared Australian SME sale, expect 6 to 12 weeks from accepted offer to settlement. Franchises and leased commercial premises typically sit at the longer end of that range. Freehold going concerns and businesses with finance pre-approval can move faster, occasionally inside 4 weeks.

Worth knowing: that timeline only covers offer to settlement. The full sales campaign — from listing to accepted offer — typically runs 6 to 9 months for an Australian SME. Total time from “I want to sell” to “settled and walking away” is realistically 9 to 12 months, sometimes longer.

Where Business Sales Actually Fall Apart

Most failed settlements I’ve seen come down to a short list:

• Landlord delays on lease assignment, especially in tightly-held Melbourne retail and Adelaide CBD locations
• Buyer finance falling through after due diligence reveals something unexpected
• Franchisor declining the incoming buyer, often for reasons that could have been screened upfront
• Missing or disorganised vendor documentation
• Poor communication between the four or five professional advisors involved (vendor solicitor, buyer solicitor, accountant, broker, lender)

A broker who has done this 50+ times keeps all five workstreams moving in parallel. A broker doing their first or second deal usually doesn’t, and the vendor pays for the difference in lost time and lost leverage.

Melbourne and Adelaide: What’s Different in 2026

Melbourne and Adelaide are both active SME sale markets in 2026, but they don’t behave the same way.

Melbourne

Deeper buyer pool, particularly for childcare, allied health and hospitality. Lease assignments take longer in tightly-held inner-city precincts. Franchisor approval timelines have stretched in 2026, particularly for hospitality franchises. Buyers are more demanding on due diligence and more likely to renegotiate post-DD.

Adelaide

Smaller market by volume, but faster-moving in the $500k–$2m bracket. Hospitality sells particularly quickly because the buyer pool is large relative to listings. Trades, distribution and small manufacturing perform strongly on multiples. A meaningful share of buyers are from interstate, drawn by lifestyle and yield.