Questions to Ask a Business Broker in Australia: The Buyer's Checklist

The Buyer's Business Broker Questions Checklist

Use this checklist across three stages: before you engage a broker on a specific listing, during the initial conversation about a listing, and once you're in early due diligence. Not all questions apply to every situation — use your judgement.

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Part 1: Evaluating the Broker (Before or at First Contact)

These questions help you decide whether this broker is worth your time and whether they're the right fit for the type of deal you're pursuing.

• How long have you been selling businesses in this industry/sector? (A broker who has only sold cafés isn't the right person for a trades business)
• How many business sales have you completed in the past 12 months? (Volume indicates activity; very low numbers mean either selective or slow)
• Do you represent buyers as well as sellers, or only sellers? (Most Australian brokers represent sellers — that's fine, but understand whose interests they serve)
• Are you a member of AIBB (Australian Institute of Business Brokers)? (Not a requirement, but professional membership signals some accountability)
• How many active listings do you currently have? (Too many listings = stretched thin; too few = low activity in your target market)
• What's your typical sale price range? (Confirms they deal in businesses similar to what you're looking for)
• How do you handle confidentiality if the seller's staff or customers are sensitive? (Shows they've thought through operational risk during a sale)
• What does your fee structure look like, and who pays it? (Seller pays in almost all cases, but confirm — and note if anything unusual comes up)

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Part 2: Questioning a Specific Listing

Ask these in your first conversation about a specific opportunity. You should get clear answers to most of them before signing a confidentiality agreement.

About the business:

• How long has this listing been on the market? (6 weeks = normal; 6+ months = flag; 12+ months = serious flag)
• Has there been prior interest? If so, why didn't those deals proceed? (The answer here is almost always revealing — either there's a real problem, or there's a price/condition issue)
• What is the seller's primary reason for selling? (Retirement, illness, relocation = credible; "other opportunities" = vague and worth probing)
• How long has the current owner owned the business? (Recent acquisition selling quickly can indicate problems the buyer found after the fact)
• How involved is the owner in day-to-day operations? (This is the owner-dependency question — critical for valuation and transition)
• What does the owner actually do in the business each week? (Force the broker to be specific; "manages the business" is not an answer)
• Are any key staff aware the business is for sale? (Staff flight risk is real; knowing the status protects your transition planning)
• Does the business have any significant customer concentration? (One customer = 20%+ of revenue is a risk the broker should disclose)
• Are there any undisclosed legal matters, claims, or regulatory issues? (Ask directly; they're obligated to disclose — but asking puts it on record)

About the financials:

• What financial information will you provide prior to an offer? (Minimum: 3 years of profit and loss, tax returns, BAS statements)
• Has the asking price been independently valued, or is it the seller's number? (Self-assessed asking prices are often 20–40% above market)
• What is the EBITDA or annual profit figure the asking price is based on? (Get the specific number and the multiple being applied)
• Are the financials based on tax returns or management accounts? (Tax returns are more reliable; management accounts can be adjusted)
• Are there any addbacks in the profit calculation, and what are they? (Addbacks = amounts added back to profit to inflate EBITDA; some are legitimate, some aren't)
• Is there any significant capital expenditure required in the next 12–24 months? (Ageing equipment or infrastructure that needs replacement should be reflected in price)

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Part 3: Uncovering What the IM Doesn't Say

These questions dig into the gaps that information memoranda reliably gloss over.

• What does the seller want in terms of a transition period, and is this negotiable? (A seller who insists on a 3-day handover is a red flag; one who wants 12 months of paid employment may be, too)
• Is the seller willing to consider vendor finance? (A seller who says no immediately — without negotiation — either has all-cash offers or doesn't trust the business's future earnings)
• Are there any key supplier or customer contracts that expire soon, or any contracts that require novation on sale? (Contract risk is underreported in IMs)
• Does the business have any leases — property, equipment, vehicles — and what are their terms and renewal dates? (A lease expiring 6 months post-settlement on the main premises is a significant risk)
• Are there any employee entitlements (long service leave, accumulated leave) that need to be paid out at settlement? (These are real cash costs that adjust the effective purchase price)
• Has the business changed its pricing, client mix, or service offering significantly in the last 24 months? (Sudden improvements in profit just before sale are worth understanding)
• Are there any seasonal factors in the revenue, and are the financials presented on an annualised or seasonally-adjusted basis? (Trades businesses especially can have significant seasonal variation)
• What happens to the business's phone number, Google Business profile, and domain on settlement? (Digital asset transfer is often overlooked and can be surprisingly contentious)

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Part 4: Process and Next Steps

• What is the seller's preferred settlement timeline? (Misaligned timelines kill deals; better to know early)
• Is there a confidentiality agreement, and can I review it before signing? (Standard CAs are fine; anything that restricts you from independently approaching the seller post-conversation is worth pushing back on)
• Will the broker facilitate introductions to the seller, or will all communication go through you? (Direct seller contact at some point is healthy; brokers who act as complete gatekeepers sometimes have a reason for it)
• What due diligence access will the seller provide — books, site visits, staff conversations? (The answer tells you how cooperative the process will be)
• Are there other buyers currently reviewing this opportunity? (Brokers will sometimes say yes regardless; the question is still worth asking to understand urgency)
• What is your preferred process from here — expressions of interest, offers, or something else? (Understanding the broker's preferred process lets you engage on their terms, which tends to result in better access)

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Red Flag Summary

Watch for these patterns across your broker conversations:

Signal	What it might mean
Won't confirm how long it's been listed	Listed for much longer than ideal; hoping you don't ask
Can't explain why prior deals didn't proceed	There's a structural problem with the business or seller
Vague on the seller's motivation	Motivation is something buyers would find off-putting
Pushes for an offer before providing financials	Trying to create momentum before you can assess value
Can't name the specific EBITDA multiple	Asking price is not defensibly linked to earnings
Hostile or evasive to reasonable questions	The business has undisclosed problems, or the broker is inexperienced
CA that limits your ability to approach the seller	Protecting the broker's commission position, not your access

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Notes Column

Use this to track broker answers across multiple conversations:

Question	Broker response	Follow-up needed?
Listing duration
Prior deal failures
Seller motivation
Owner's weekly role
Key staff aware?
Vendor finance?
Transition period
EBITDA + multiple

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This checklist is part of Module 3 of the Playbook — Deal Sourcing in Australia. For templates to approach business owners before they list with a broker, see the direct outreach email templates.