Seller Questions Checklist: What to Ask When Buying a Business in Australia
The questions you ask a business seller when buying a business in Australia are your first — and often best — due diligence tool. They happen before you've engaged a solicitor or an accountant, before you've seen a financial model, and before you've committed money to anything. Getting them right tells you whether a business is worth investigating seriously; getting them wrong means you spend weeks on something that should have been ruled out in the first meeting.
This checklist covers what to ask and when — from the first phone call through to settlement. It's structured for buyers looking at Australian trades and service businesses in the $100K–$1M range, but the framework applies broadly.
Most generic "questions to ask when buying a business" lists focus on the obvious: what are the financials, what's the reason for sale, how many staff. This one goes deeper. The questions that matter most are the ones designed to reveal what the information memorandum (IM) won't tell you — specifically, how dependent the business is on the owner, where the financial risks are hiding, and whether the seller is telling you the full story.
Why the First Conversation Is the Most Important
The first call or meeting with a seller (or their broker) is when people are most candid. They haven't yet gone into "vendor mode" — that slightly defensive posture where everything is a "great opportunity" and the only reason for sale is "retirement." Ask the right questions early and you'll learn more in 20 minutes than most buyers discover in a month of reviewing documents.
I once watched a buyer spend eight weeks in due diligence on a cleaning business before discovering, from a casual conversation with a long-term employee, that the owner's wife did all the invoicing from home and had no intention of staying on. That wasn't in any document. A single question in the first meeting — "who handles the billing and admin?" — would have surfaced it in under two minutes (and led to a very different set of conversations).
The questions are organised into five phases:
- First call / pre-IM — qualifying the opportunity before you waste anyone's time
- First meeting — understanding the business and the seller's situation
- Financial questions — verifying what the accounts don't show
- Operational and staff questions — assessing dependency and transition risk
- Legal, compliance, and transition — catching issues before contracts
Link these questions to your due diligence on a small business process, and use the initial deal screening checklist to decide whether to proceed to formal DD.
The full checklist is below. You'll also want the comprehensive due diligence checklist for the document verification phase — these two resources cover different things and work well together.
This is Module 5 material from the Playbook — the questions that turn a vendor's narrative into something you can actually verify.
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