Separate the legal entity, assets, registration position, staff and expected future revenue. Verify each independently. NDIS registration is linked to an ABN and cannot simply be transferred to another ABN; a client list is not a guarantee that people will stay.
First clarify the proposed transaction
An asset purchase and a purchase of shares in a company can create different consequences. Ask your solicitor to describe the exact entity and ABN before and after settlement, which contracts can continue, which consents are needed and which liabilities remain.
The Commission states that registration is tied to an ABN and is not transferable to a different ABN. Its guidance also covers ownership notification, key personnel, portal access, screening and participant choice. Certain ownership changes involving certification supports trigger an additional audit requirement. Resolve the applicable timing and conditions before signing.
The Commission page currently uses both “complete” and “start” wording around a three-month audit period. Treat that inconsistency as a due-diligence question for the Commission and your legal adviser, not permission to choose the easier interpretation.
Request evidence in five folders
| Folder | Questions to resolve |
|---|---|
| Legal and registration | Correct entity, registration scope and conditions, contracts, leases, disputes and ownership-change requirements |
| Service quality | Audit findings, corrective actions, incident and complaint themes, participant feedback and unresolved risks |
| People | Roles, qualifications and checks where required, leave liabilities, turnover, supervision and owner dependence |
| Financial | Accounts, bank reconciliation, debtor ageing, payroll, tax liabilities, cash flow and recurring costs |
| Systems | Software contracts, record access, privacy arrangements, backups, export options and handover dependencies |
Start with de-identified and aggregated information wherever possible. Due diligence is not an unrestricted right to receive participant files.
business.gov.au recommends independent checks of financial, operational and legal records, including several years of financial statements. Use a qualified adviser to resolve discrepancies.
A fictional revenue-concentration check
A seller reports A$1.2 million annual revenue. A monthly schedule shows A$420,000 relates to three participants and A$180,000 came from a one-off arrangement that has ended.
Do not value the business using A$1.2 million as an unquestioned recurring base. Check what was actually delivered and collected, why the one-off work ended and how concentrated the continuing service is. Participants choose their providers; a transaction cannot assume their continued engagement.
Model the loss of a major service relationship without predicting that any specific person will leave. Keep the stress calculation aggregated.
Check the owner’s invisible job
List what the departing owner does every week: rostering, after-hours coordination, participant relationships, finance, supervision and direct support. Identify which costs are already in the accounts.
If A$90,000 of replacement management is missing from a quoted profit figure, subtract that economic cost before assessing debt capacity. Do not add it twice when a market salary is already included.
Define the handover before settlement
Name responsibility for participant communication, voluntary service decisions, workers, systems and urgent escalation. Establish lawful access and secure record arrangements. Test continuity during a fictional first week with the seller unavailable.
Tie conditions and warranties to evidence your advisers can assess. “Audit ready” and “turnkey” are descriptions to investigate, not independent proof.
Compare acquisition with starting from zero
Score both options on time, total cash required, capability gap, service risk and ongoing management load. An acquisition can shorten some setup tasks while increasing financial and historical risk.
Use the seller-finance calculator to stress the numbers. Passing a spreadsheet scenario cannot resolve a registration, participant-safety or legal problem.
Sources & checking
- NDIS Commission: buying or selling a registered business · checked 2026-09-23
- business.gov.au: buy an existing business · checked 2026-09-23
ProviderQMS editorial guidance and fictional examples. Source checking is not a professional endorsement. Our editorial method.