Buying a business through a broker: what to ask the broker, and what to keep yourself
By Grig Kochedykov · . Our count of one Australian listings board, 28 September 2026, and the cases and Acts as read and quoted in Buying a Small Business in Australia, chapters 4 and 5; read 2 November 2026.
On one Australian listings board we read on 28 September 2026, 13,679 of 14,155 business listings came through a broker or agency: 96.6 %. So the first person you talk to about a business is often the broker, not the seller.
A broker is usually paid by the seller, and a good one says so. That is not a problem. It tells you whose figures you are reading. Below: three questions to ask the broker in writing, and what to keep for yourself.
In short: four things before you pay
- Ask the broker, in writing, who pays the commission and whether anyone on the broker's side has an interest in the sale.
- Ask for the broker's licence number and the name on it, where the law requires a licence.
- Treat every figure from the broker as the seller's figure, and ask which papers back it.
- Keep every listing, email and figure, with its date.
General information, not legal or financial advice. The rules and cases below are from Australia; your own lawyer reads the rules where the business is.
Three questions for the broker
| Ask | Why |
|---|---|
| "Who pays your commission on this sale, and do you, your company or anyone in your family have any interest in this business or in the entity selling it?" | You want two facts: who pays, and who gains. "The seller pays me" is a fine answer. Now you know whose figures they are |
| "What is your licence number, and whose name is it in?" | In New South Wales, Victoria and Queensland, a business broker works under a real estate agent's licence. A licence says the person may do the work. It does not say whose side they are on |
| "Which papers back the revenue and profit you sent me?" | The broker passes on the seller's figures. The papers behind them come from the seller: tax filings, bank statements, accounts |
The first two questions come from chapter 4 of Buying a Small Business in Australia, a book by Grig Lien.
Two real cases: a broker who warned, and a broker who did not say
The broker who warned. An online business in New South Wales was offered with papers showing A$166,375.65 in sales for five months. The sellers' own sales register showed A$58,730.03. The broker warned the buyer in writing that the sellers could not back up their figures ([2016] NSWSC 61). That is a broker doing the job well. The buyer took a discount instead of checking, and later lost the claim against the sellers.
The broker who did not say. In Melbourne, a buyer on a business visa hired a broker to find a business. The broker's company brought 51 % of a restaurant for A$500,000. The buyer's own expert later put the value of that 51 % at somewhere between nothing and A$120,000. The director of the broker's company was also the sole director of the company selling the restaurant, which held it for a family trust that named that same director as a beneficiary. The County Court of Victoria said the broker had not asked for official financial reports for the business, among other things ([2022] VCC 104 at [154]). The buyer's own lawyers had acted for the seller too, which the court called a conflict of interest ([438]).
The court ordered the broker's company and its director to pay the buyer A$877,461.22 in equitable compensation: money a court orders when someone who had to act for you served their own interest instead. It set the sale aside and ordered the company selling the restaurant to repay the A$500,000 ([453]).
On the buyer's other claims, under the broker's contract, the Australian Consumer Law and for negligence, the court shared out the loss: 50 % on the broker, 20 % on the lawyers, and 30 % on the buyer. The reason for the buyer's share: a failure "to engage an accountant" and business valuers ([445]).
The lesson cuts both ways. A broker with nothing to hide answers the first question in one line, and the question costs you one email. And whatever the broker does, the court asked what the buyer had done for themselves.
Victoria: a statement before you sign
In Victoria, for a business whose goodwill, plant, equipment and fittings are priced at A$450,000 or less, the seller and the agent must give you a written statement in the prescribed form before you sign anything binding or pay a deposit. If there is no statement, or it is wrong, you may cancel by written notice within three months of first signing and before you take possession (Estate Agents Act 1980 (Vic) s 52; Regulations 2018, reg 8(1), as quoted in chapter 4 of the book). The rule does not apply to a business that cannot lawfully be run without a liquor licence (s 52(8)).
What to keep for yourself
- The listing, with its date. Brokers update listings. Your copy shows what was offered on the day you read it.
- Every figure the broker sends, with the email it came in.
- The answers to the three questions, in writing. If an answer comes by phone, write down the date and ask again by email.
- Your own advisers. An accountant and a lawyer who act only for you. If your valuer, accountant or lawyer also acts for the seller or the broker, choose another.
Before any of this: the listing
A broker's listing may give the price and the revenue and leave out the papers behind them. Our free extension for Chrome and Edge reads a business-for-sale listing. "Open a business-for-sale listing and press “Download PDF”. You get a report on the 12 things a check of the business needs: what the listing says about each, and which ones it does not say." "What the listing said, on paper. The report keeps what the listing said, with its date and a link back. If the price or the revenue changes later, you have what was written." One of the twelve lines is who is selling, the owner or an agent.
Your next three steps
- The extension. Add to Chrome — free or Add to Edge — free. Reading on your phone? Open this page on your computer. More on our extension page.
- Your account. "Saving a listing takes a My list account. In it, the listings you save from different sites sit in one place." Create my account.
- The check, for the business you would put a deposit on. From our pricing page: "€550: from the public records, which debts can follow the business under the rules that apply where it is, and what decides whether the permit and lease pass to you". It needs "enough to identify the business — its legal name, its registration or tax number, or its trade name and town." Start for €550. "€950: everything in the €550 report, plus the seller's figures checked against the seller's own papers — tax returns or the accounts the company filed." Start for €950. "Your report comes in your language: any of 181, chosen on the order form." "We do not contact the seller." "You pay only if we take it on." Within 12 weeks of receiving the €550 report, pay the price difference for the €950 report: what you paid counts in full.
Sources
- Buying a Small Business in Australia, a book by Grig Lien, chapter 4 (our count of one listings board, 28 September 2026; County Court of Victoria, [2022] VCC 104; Property and Stock Agents Act 2002 (NSW) ss 3A and 8; Estate Agents Act 1980 (Vic) ss 4, 12 and 52; Estate Agents (General, Accounts and Audit) Regulations 2018 (Vic) reg 8; Property Occupations Act 2014 (Qld) ss 26 and 97) (retrieved 2 November 2026)
- Buying a Small Business in Australia, a book by Grig Lien, chapter 5 (Supreme Court of New South Wales, [2016] NSWSC 61) (retrieved 2 November 2026)
- Provenance Diligence, Free extension (retrieved 2 November 2026)
- Provenance Diligence, Pricing (retrieved 2 November 2026)