Going Concern
Last reviewed 13 June 2026 by Nick Lim, finance broker (FBAA).
Going Concern describes a business that is operating and expected to keep trading, sold as a working enterprise rather than as a set of separate assets. When a sale is structured as a going concern and both parties are registered for GST and agree in writing, the supply can be GST-free. The term is central to hospitality and accommodation deals, including a freehold going concern where the property and the trade transfer together, and a walk-in walk-out sale of a leasehold business.
Why Going Concern Matters
The going concern status affects GST treatment and how lenders read the deal.
- Business sold as an operating whole, not broken-up assets
- Can be GST-free where the sale qualifies and is documented
- Signals continuity of trade, staff and customers
- Underpins a freehold going concern or leasehold sale
- Lenders assess the cashflow that is expected to continue
Common Features of Going Concern
- Active trade transferring with the sale
- Written agreement that the supply is a going concern
- All things necessary for continued operation included
- Common in pubs, motels, cafes and service stations
- Affects GST and stamp duty treatment
Official reference: ato.gov.au
What is a going concern?
A business that is operating and expected to keep trading, sold as a working enterprise. It often transfers as a freehold going concern or a turnkey sale.
Is the sale of a going concern GST-free?
It can be where both parties are registered for GST, the buyer carries on the business, and they agree in writing. Confirm with your accountant.
What does "all things necessary" mean?
The seller supplies everything needed for the business to keep operating, a condition of GST-free going-concern treatment.
Going concern vs walk-in walk-out?
A walk-in walk-out sale is a turnkey transfer of a going concern, typically a leasehold business with assets included.
Does going concern apply to property?
Yes, a freehold going concern sells the property and the operating business together.