A fair price for a partner or shareholder buyout in Sydney.
Your fixed fee
- Your fee is put in writing first and does not move with the value.
- A second valuer checks each report before signing.
- The working file stays on record for ten years.
- The report carries the name of the valuer who signs it.
One owner is leaving and another is staying. Both need a figure for the departing share that neither of them picked. We value it independently, so the buyout can be agreed and the business can get on with trading.
Fee guide
Under $2 million of turnover: $1,495 + GST, signed report in 2 business days. $2 million to $3 million of turnover: $2,495 + GST, signed report in 3 business days. $3 million to $10 million of turnover: $3,495 + GST, signed report in 3 business days. Above $10 million we quote the fee in writing and agree the delivery date with you first. Delivery time starts once payment and all required information have been received.
- $1,495 + GSTThe fixed fee where turnover is below $2 million, put in writing before we begin
- 2 business daysFrom payment and complete information to a signed small-business report
- 32 York StOur Sydney office, in the CBD. Most of the work is done from your documents and a call
- 10 yearsHow long the working file behind each report is kept
Delivery time starts once payment and all required information have been received.
A buyout valuation prices the share of an owner who is leaving, so that the owner who stays can buy it at a figure both accept. Sydney owners ask for one when a partner retires, when two founders decide to go separate ways, or when a shareholder wants out and the others want to keep the business. The valuer works for the figure and not for either side. The report says what the whole business is worth, what the departing share is worth and how any agreement between the owners bears on the price. With one independent figure on the table, the owners can spend their time on the terms.
When an agreed buyout needs a valuation
A buyout by agreement is not a dispute, and the aim is to keep it that way. The owners still get on, or get on well enough, and both want the business to survive the change. What they lack is a number that neither of them wrote. The usual triggers are:
- ·A partner or shareholder is retiring or stepping back
- ·Co-founders want different things for the next ten years
- ·An owner is unwell, or has died, and the agreement gives the others the right to buy
- ·A new owner is coming in to replace one who is leaving
- ·A shareholders agreement has been triggered, for example by a resignation
Read the agreement between the owners first
Many shareholders agreements and partnership agreements already say how a departing share is to be priced. Some set a formula. Some say "fair market value as determined by an independent valuer". Some give the remaining owners the first right to buy, and a few say whether a discount applies. Where the agreement speaks, the valuation follows it, and the report quotes the clause it is working to.
Where there is no agreement, or it is silent, the owners need to settle three ground rules before the valuer starts: the date the share is valued at, what is included, and whether the share is priced as a simple proportion of the whole business or as a parcel on its own. Agreeing those first is far easier than arguing about them after the figure is known.
Working down from the whole business to the one share
The work starts with the business as a whole: what it reliably earns once the owners’ pay and any one-off items are put on a normal footing, and what the market pays for earnings of that kind. Debt, cash that is not needed to trade, and loans between the business and its owners are then brought in to reach the value of all the shares or all the partnership interests. The departing share is worked out from that.
In a buyout, three things move the answer more than anything else:
- ·How much of the business walks out with the departing owner: clients, skills, licences and relationships
- ·Whether the price is a straight proportion of the whole or allows for a minority holding
- ·How the price is to be paid, since money paid over several years is worth less than money paid today
The route taken changes who pays, and for what
There is more than one way to carry out a buyout. The owners who remain can buy the shares themselves. The company can buy the shares back, which the Corporations Act 2001 allows where the buy-back does not materially prejudice the company’s ability to pay its creditors and the set procedures are followed. Where the buy-back is a selective one, it needs either a special resolution on which no votes are cast in favour by the shareholder being bought out or by their associates, or a resolution agreed to by all ordinary shareholders. In a partnership, the continuing partners buy the interest under the terms of the partnership agreement.
Which route suits you is a question for your lawyer and your accountant. The valuation is the same piece of work whichever is chosen, but the report names the route, because it decides who is paying and what exactly they are getting.
One report that both owners can rely on
In an agreed buyout the two sides can instruct us together and receive the same report. It sets out the value of the business, the value of the departing share and every step between the two, so neither owner has to take the figure on trust.
It is written to help people agree, not as evidence for a court. If a buyout cannot be agreed and turns into a dispute, the questions change, and so does the report that is needed.
Tax, duty and the courts: three things a buyout in New South Wales can touch.
A buyout is a private bargain, but three sets of rules can sit behind it. None of them is ours to advise on. Each is a reason the price may later be looked at by someone else.
Tax may look at market value, not the price you agreed
The capital gains tax rules can swap the agreed price for market value. That happens where the two figures differ and the owners were not at arm’s length in the deal (Income Tax Assessment Act 1997, section 116-30). Relatives who own a business together are the obvious example. An independent valuation is the evidence of what market value was on the day.
Landholder duty, if the company or trust owns land
If the company or unit trust owns land in New South Wales, the land matters. Revenue NSW charges landholder duty where that land, valued free of any mortgage, comes to $2 million or more and a buyer ends up with what it calls a significant interest. In a private company that means half or more, and stakes picked up over the previous three years are added together. The duty is worked out on the value of the land holdings and goods, not on what the business as a whole is worth. Whether a particular buyout is caught is a question for a lawyer.
If agreement fails
A buyout that cannot be agreed can end up in the Supreme Court of NSW or the Federal Court. Under Part 2F.1 of the Corporations Act 2001, a court that finds a company’s affairs have been conducted oppressively, or in a way that is unfairly prejudicial to or unfairly discriminatory against a member, can order that one member buy another member’s shares. A valuation done early, and jointly, is one way owners avoid getting that far.
What the valuer will ask you for.
Nothing is needed to ask for your fee. Once you go ahead, these are the records we usually ask for, sent through our secure client portal.
- ·The shareholders agreement or partnership agreement, and the company constitution
- ·The share register, or the partnership capital and current accounts
- ·The last three years of accounts and tax returns
- ·Management accounts for the current year
- ·What each owner is paid, and what each one actually does in the business
- ·Loans between the business and its owners
- ·Major customers and contracts, and which owner looks after each
- ·The date both owners want the share valued at, and how the price is to be paid
Partner and shareholder buyouts: questions we are asked.
Who should instruct the valuer in a buyout?
Ideally both owners together. A joint instruction means one set of ground rules, one report and one figure, and neither side is left wondering what the other told the valuer. If only one owner instructs us, the report is still independent, but the other owner is free to question it or to seek a second opinion.
Our shareholders agreement says how the shares are valued. Do we still need a valuer?
Usually, yes. Most clauses name a basis, such as fair market value, and leave an independent valuer to work the figure out. Even a formula needs someone to decide what goes into it: which year’s earnings, and which adjustments. The report follows the clause and quotes it, so both owners can see that the agreement was applied as written.
Does a departing minority owner get a lower price for their share?
It depends first on what your agreement says. If it is silent, the owners choose the basis before the valuation starts. Some buyouts are priced as a straight proportion of the whole business. Others allow for the fact that a small parcel carries no control. Where the owners have not decided, the report can show both figures so the choice is an informed one.
Is duty payable on a buyout of shares in New South Wales?
Your lawyer or Revenue NSW can answer that for your case. A valuer cannot. In general terms, Revenue NSW looks at two things: whether the company or unit trust owns NSW land worth $2 million or more before any mortgage, and how large a stake the buyer ends up with. Its threshold is half or more of a private company, and one fifth or more of most private unit trusts.
What if the price is paid in instalments?
Then the terms are part of the price. A sum paid over three or five years, perhaps out of future profits, is worth less to the seller than the same sum paid on the day, and carries the risk that the business does not perform. Tell us the proposed terms and the report can show the value on a cash basis and what the instalments do to it.
What happens if we still cannot agree after the valuation?
The report shows exactly where two views of the value part company, which is often on one or two points such as an adjustment to earnings or whether a discount applies. Points like those can be settled between the owners or with a mediator. If the matter does become a dispute, a different kind of valuation may be needed, and a report for a court is separate work, agreed in writing first.
Where the rules on this page come from
This page describes the rules in general terms. It is not legal, tax or duty advice: your lawyer or accountant advises on how a rule applies to you.
- ·Corporations Act 2001, Part 2J.1 (share buy-backs) and Part 2F.1 (sections 232 and 233), Federal Register of Legislation
- ·Income Tax Assessment Act 1997, section 116-30 (market value substitution rule), ATO legal database
- ·What is landholder duty, Revenue NSW
- ·Equity Division and its lists, Supreme Court of NSW
- ·Contact the NSW registry, Federal Court of Australia
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Small Business Valuation
$1,495 + GST
The package for turnover below $2 million: a signed report in 2 business days. Delivery time starts once payment and all required information have been received.
Larger than that? The fee steps up with turnover. See every fee
Page last reviewed on 15 November 2026. Business Valuations Sydney, 32 York Street, Sydney NSW 2000.
Signed reports from $1,495 + GST. One fixed fee, in writing, before work starts.