NDIS · Mergers & Acquisitions
Buying or selling a registered NDIS business
NDIS acquisitions are not ordinary business acquisitions. The registration does not transfer with the business, the participants cannot be locked in, and the compliance history travels with the entity. Getting the structure wrong at the start is expensive to unwind later.
Since 2013 · Minerva Law
399
Business sale & acquisition transactions
174
Trust deeds & structuring
120
Shareholders agreements
584
Lease matters negotiated
Start here
An NDIS registration is tied to one ABN. It does not transfer.
This single rule decides the shape of the whole transaction. The NDIS Quality and Safeguards Commission is explicit that a registration is linked to a single ABN and is not transferrable to a different ABN. If the buyer will operate under a different ABN, they need a new registration application, not a transfer.
In practice that usually pushes the deal toward a share sale, where the buyer acquires the entity and the registration stays where it is. But a share sale also means the buyer inherits every liability and every compliance matter attaching to that entity. An asset sale leaves those behind, and leaves the registration behind with them.
Share sale
Registration and ABN stay intact. Participants and service agreements stay with the entity. The buyer also inherits the compliance history, the liabilities and the registration conditions.
Asset sale
Cherry-pick the assets and leave the liabilities behind. But the registration does not come with them, the buyer applies afresh, and cannot bill until registered.
What we do
The NDIS acquisition, stage by stage
The commercial work is familiar. The regulatory layer on top of it is what catches buyers and sellers out.
01
Structure
Share sale or asset sale, decided on the registration
The registration question comes first, not last. We work through the ABN and registration position, the tax and stamp duty consequences, the entity structure and who holds the goodwill, before anybody drafts a heads of agreement.
- Whether the registration can survive the transaction at all
- Share sale versus asset sale, with the liability trade-off priced
- Entity, trust and holding structure for the buyer
- Where the goodwill sits and whether it is actually transferable
02
Due diligence
The NDIS layer over ordinary diligence
Standard financial and legal diligence still applies. On top of it sits a regulatory review that ordinary corporate diligence will miss entirely, and in a share sale, anything missed here comes across with the entity.
- Certificate of Registration: approved support classes and any extra conditions
- Compliance notices, enforceable undertakings and banning orders
- Reportable incidents history and complaints record
- Restrictive practices authorisations and behaviour support plans
- Audit status: when the next renewal and mid-term audit fall due
- Worker screening clearances across every risk-assessed role
- Participant service agreements and how they are actually documented
03
Participants
Why the revenue cannot be guaranteed
This is where valuations most often break down. Participants are not assets and cannot be locked in. Under the NDIS Code of Conduct they must be fully informed of a change of ownership and able to exercise genuine choice and control, which means they are free to leave. A seller who warrants a participant count, or a buyer who pays for one, is mispricing the deal.
- Participants do not transfer automatically on a change of ownership
- Participant privacy must be maintained through the process
- How and when participants are told, and by whom
- Earn-outs and retention mechanisms that reflect the real risk
04
Commission notifications
Telling the regulator, properly
A change of ownership triggers notification obligations to the NDIS Commission. The notification is not a formality: it covers the new owner, their qualifications and disability support experience, participant numbers, how participants are being informed, the effect on service delivery, and the circumstances of the sale.
- Change of ownership notification and supporting detail
- Key personnel added, removed and assessed for suitability
- Portal access transferred before the seller loses their own
- Contact and entity detail updates
05
Workforce
Screening, transfers and restraints
Every worker in a risk-assessed role and every person in a key personnel role must hold the required clearance, including the incoming owners. Alongside that sits the ordinary employment work: transfer of employment, accrued entitlements, who carries which liability, and restraints on departing principals.
- Worker screening clearances verified, not assumed
- Key personnel suitability for the incoming owners
- Transfer of employment and accrued entitlements
- Restraints and confidentiality on the outgoing owners
06
Completion and after
The obligations that start on day one
Registration conditions, audit preparation, participant communications and the governance the Commission expects of a registered provider. The transaction closing is the point at which the buyer’s compliance obligations begin, not the point at which they end.
Red flags
Six things we look for first
Any one of these changes the price, the structure, or whether the deal should proceed at all.
An asset sale with no registration plan
The buyer cannot deliver NDIS supports or bill for them until registered in their own right. A completion date set without that in view is a completion date that will move.
A warranted participant count
Participants exercise choice and control. A guaranteed number is a warranty the seller cannot honestly give and the buyer should not pay for.
Compliance history in a share sale
Notices, enforceable undertakings and banning orders attach to the entity. In a share sale they come across with it.
Service agreements that do not exist on paper
Revenue documented only by invoices and habit is revenue that is difficult to value and difficult to defend.
Worker screening gaps
Unscreened workers in risk-assessed roles are an immediate compliance exposure from completion, and a rectification cost nobody budgeted for.
An audit falling due just after completion
A renewal or mid-term audit landing weeks after settlement, against conditions the buyer has not yet had time to meet.
How we work
Three steps, no mystery
01
The structure conversation
Before anything is drafted: what is being bought, under which ABN, and whether the registration can survive it. That conversation is usually short and it changes everything after it.
02
Scope and fee in writing
You get the scope and the fee before work starts. Transaction work is staged so you are not committed to diligence before the structure is settled.
03
Diligence, then documents
The regulatory review runs alongside the commercial one, and what it finds shapes the warranties, the price adjustment and the completion conditions, rather than surfacing after signing.
Client feedback
Voices of excellence
Live rating and reviews from the firm’s Google Business Profile , not testimonials we wrote for ourselves.
Common questions
NDIS acquisitions, answered
Can I transfer an NDIS registration when I buy a business?
No. The NDIS Commission is explicit that a registration is linked to a single ABN and is not transferrable to a different ABN. If you will operate under a different ABN you must apply for registration in your own right. This is the main reason NDIS deals are often structured as share sales rather than asset sales.
Should I buy the company or just the assets?
It depends on which risk you would rather carry. A share sale keeps the ABN and the registration intact but brings the entity’s liabilities and compliance history with it. An asset sale leaves the liabilities behind but also leaves the registration behind, so you cannot deliver or bill for supports until you are registered yourself. That trade-off should be priced, not assumed.
Do the participants come with the business?
Not automatically. Participants must be informed of a change of ownership and are free to exercise choice and control, including choosing a different provider. Their privacy must be maintained throughout. A seller cannot honestly guarantee a participant count and a buyer should be cautious about paying for one.
What do I have to tell the NDIS Commission?
A change of ownership must be notified, and the notification covers the new owner’s details, their qualifications and disability support experience, the number of current participants, how participants are being informed and supported to exercise choice, the effect on service delivery, and the circumstances of the sale. Key personnel details must be updated and the incoming owners assessed for suitability.
What happens to worker screening?
Every worker in a risk-assessed role and every person in a key personnel role must hold the required clearance, and that includes the incoming owners. Clearances should be verified during diligence rather than assumed, because gaps become the buyer’s exposure from completion.
What about audits after I buy the business?
The buyer takes on the registration conditions and the audit obligations that go with them, at renewal and mid-registration. Where an audit falls due shortly after completion, that timing should be built into the transaction rather than discovered afterwards.
Do you act for buyers or sellers?
Both, though never on both sides of the same transaction. Conflicts are checked before any engagement is accepted.
Also relevant
Related services
Business & commercial law
Structuring, shareholder arrangements, sale and purchase of businesses.
Next step
Buying or selling an NDIS business?
Tell us which side you are on, whether the provider is registered, and your timeframe. The first conversation is about structure, and it is complimentary.