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What is a business valuation and how does it work?

A business valuation puts a dollar figure on what a company is worth, but the number depends heavily on which method you use and why you're asking. Here's a clear guide to how it actually works.

Close-up of a person analyzing financial documents using a calculator and pen.

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A business valuation is a formal process for determining the economic value of a company. Owners need one when they're selling, attracting investors, settling a dispute, or planning an estate. Buyers need one before writing a cheque. Lenders need one before approving finance. The same business can produce a different valuation figure depending on who is asking and what method they use, which is exactly why understanding the process matters before you walk into any negotiation.

Why valuations vary so much

Value isn't a fixed fact sitting inside a company waiting to be discovered. It's an estimate, and estimates rest on assumptions. Two qualified valuers can look at the same set of accounts and arrive at figures that differ by 30 per cent or more. The reason is that each method weights different things: past earnings, future potential, assets on the balance sheet, or what comparable businesses have sold for recently.

Context shapes the number too. A valuation prepared for a tax dispute will follow stricter rules than one prepared to attract a venture capital investor. A valuation done during a period of rising interest rates will typically produce a lower figure than one done in a low-rate environment, even if the business hasn't changed at all.

The three main valuation methods

Most business valuations draw on one of three broad approaches, or a combination of them.

Asset-based valuation

This approach adds up everything the business owns (its assets) and subtracts everything it owes (its liabilities). The result is the net asset value. It suits businesses that hold significant physical assets, such as property firms or manufacturers. It works poorly for service businesses, where most of the value sits in client relationships, staff expertise, and brand reputation rather than in things you can touch. Those intangibles show up on the balance sheet only if they were bought, which means a service firm built from scratch will look worth far less under this method than it actually is.

Earnings-based valuation

The most widely used approach in Australian business sales is earnings-based. The valuer takes the business's earnings (usually EBITDA, which stands for earnings before interest, tax, depreciation and amortisation) and multiplies it by a number called the earnings multiple. That multiple reflects how the market values similar businesses in the same industry. A stable, growing business in a sought-after sector might attract a multiple of 5 or 6. A business in a declining industry with concentrated customer risk might attract a multiple of 2 or 3. Choosing the right multiple is where experience and market knowledge matter most.

Discounted cash flow (DCF) valuation

DCF valuation projects the business's future cash flows out over several years, then discounts them back to today's value. The logic is that a dollar received in five years is worth less than a dollar received today, partly because of inflation and partly because future cash isn't guaranteed. DCF works best when a business has predictable, stable cash flows. It's notoriously sensitive to small changes in assumptions: adjust the projected growth rate by 1 per cent, or shift the discount rate slightly, and the final figure can swing dramatically. That makes it both powerful and easy to manipulate.

What goodwill has to do with it

In most business sales, the agreed price is higher than the net asset value. The gap between those two figures is called goodwill. Goodwill represents the intangible value of the business: its brand, customer relationships, location, staff, and reputation. Understanding what goodwill is and how it's valued is essential to understanding why two businesses with identical assets can sell for very different prices.

Goodwill is the most contested part of any valuation. Buyers try to minimise it because they're paying for something they can't hold. Sellers try to maximise it because it often represents decades of relationship-building. A skilled accountant or business broker will document the sources of goodwill carefully, linking each one to a defensible revenue stream.

When you actually need a valuation

There are six situations that typically trigger a formal business valuation in Australia. Selling the business is the most obvious. Buying one is the second. The others are: bringing on a new partner or investor, exiting an existing partner (buyout scenarios are where disputes most often arise), applying for a significant business loan, and estate planning or family law proceedings.

For smaller transactions, owners sometimes rely on a rule-of-thumb multiple from their industry rather than commissioning a full valuation report. That approach is fast and cheap. It's also imprecise enough to cost you significantly at the negotiating table.

How retained earnings affect what a business is worth

Buyers and valuers pay close attention to how a business has managed its profits over time. A company that has consistently retained earnings and reinvested them will generally show stronger asset backing and a more resilient balance sheet than one that has distributed everything as dividends. That history of reinvestment can justify a higher multiple, particularly if the retained capital funded growth in revenue or infrastructure that reduces operational risk.

Common mistakes that distort a valuation

Three mistakes come up repeatedly in Australian small business valuations.

The first is owner-dependency. If the business relies entirely on one person's relationships or expertise, a buyer can't assume those relationships transfer with the sale. Valuers discount heavily for this. Businesses that have documented processes, diversified their client base, and delegated real responsibility consistently fetch higher multiples than owner-operated ones of similar revenue.

The second is normalising expenses inconsistently. Private business owners often run personal expenses through the company. A valuation adds those back to calculate a true earnings figure. But which add-backs are legitimate is a negotiation in itself. Overstating add-backs inflates the number, which a diligent buyer's accountant will catch.

The third is ignoring working capital. Many sale agreements are struck on an enterprise value, then adjusted for the working capital left in the business at settlement. Getting this wrong means the final cash received can differ materially from the headline figure. Understanding how working capital works and why it matters before entering a sale process saves significant confusion at the finish line.

Who carries out a business valuation

In Australia, business valuations are typically prepared by a chartered accountant with a specialist valuation qualification, a licensed business broker, or a corporate advisory firm. For matters involving the Australian Taxation Office or a court, the valuer generally needs to meet formal standards set out by the Institute of Chartered Accountants Australia and New Zealand or CPA Australia.

For everyday sale transactions, business brokers often provide indicative valuations as part of their listing process. These are useful starting points, not binding assessments. For anything involving significant money, a dispute, or a tax implication, pay for an independent report from a qualified valuer. The cost of a solid valuation is almost always smaller than the cost of a negotiation based on a number that won't hold up to scrutiny.