The Buyer's Due Diligence Checklist for Purchasing an NDIS Business

Buying an NDIS business isn't like buying a cafe or a retail shop. Alongside the usual financial and legal checks, you're buying into a regulated sector with its own compliance framework, its own registration rules and its own risks if something's been missed. Skipping proper due diligence is one of the most expensive mistakes a buyer can make.

Here's a practical checklist to work through before you sign anything, whether you're looking at an established support coordination business, a plan management company or an SDA provider. If you're new to NDIS acquisitions, start with our complete guide to buying an NDIS business. For a printable, tick-off version with a spreadsheet download, use our free buyer due diligence checklist.

This article is general information, not legal, financial or privacy advice. Use it to structure questions for your own advisers.

1. Verify the NDIS Registration Status

Before anything else, confirm exactly what the business is registered to deliver. Registration groups matter: a business registered for some core supports isn't automatically approved for others, such as Supported Independent Living (SIL) or Specialist Disability Accommodation.

Ask for:

• A copy of the current NDIS Commission certificate of registration, and which ABN the registration is linked to
• The registration groups held, the registration period and its renewal date, and any conditions on registration
• The most recent audit reports (verification or certification) and the status of any corrective actions
• Any history of non-compliance findings, compliance notices, banning orders or other regulatory action
• Incident and complaints history, in de-identified form, and how the incident management system works

The NDIS Commission's guidance on buying or selling a registered NDIS business is the starting point. Registration is linked to one ABN and cannot be transferred to another ABN — a buyer using a different ABN needs its own registration. Changes of ownership must be notified to the Commission as soon as possible after whichever comes first: becoming aware the change will happen, or the change happening. For some certification registration groups, a significant change to the organisation or its governance can mean an audit must be started within a set period; the Commission's detailed guidance explains when that applies. A straightforward handover of registration from seller to buyer should never be assumed — understand what the Commission requires for your structure and timetable before settlement, not after. How the structure works is covered in how business structure affects an NDIS sale.

2. Check Worker Screening and Staffing Compliance

Staff are the backbone of any NDIS business, and screening gaps are a common red flag. Review:

• NDIS Worker Screening Check status for workers in risk assessed roles — including key personnel and roles involving more than incidental contact with people with disability, not only support workers. The NDIS Commission's guidance on worker screening for registered providers explains which roles require a check and the limited exemptions that apply
• Current employment contracts, award classifications and any outstanding entitlements
• Staff turnover rates and whether key staff intend to stay after the sale
• Any unresolved workplace complaints or workers' compensation claims

If key support workers leave after settlement, service continuity and revenue can suffer. Employee entitlement treatment depends on the structure and the particular entitlement — see the Fair Work Ombudsman's guidance on employee entitlements on a transfer of business and our guide to staff and employment obligations.

3. Review Three Years of Financials

This is standard for any business purchase, but NDIS businesses have a few quirks worth flagging:

• Profit and loss statements, balance sheets and tax returns for at least three years, plus recent management accounts
• How much revenue comes from NDIS-funded supports versus other income
• Concentration risk: how much revenue comes from the largest participants or referral sources, reviewed in anonymised bands — see participant and referral concentration risk
• Debtor days and aged debtors by funding type, since payment timing differs between NDIA-managed claims, plan managers and self-managed participants
• The seller's normalisation schedule and the evidence behind each add-back — see normalised EBITDA and add-backs
• Working capital: payroll timing against claim payment timing — see working capital when buying an NDIS business
• Outstanding ATO obligations, including PAYG withholding, and superannuation guarantee payments

A business that looks profitable on paper can still carry real risk if its income relies on two or three large participants or a single referral source. Our guide to analysing the financial statements of an NDIS business goes deeper.

4. Examine Contracts and Service Agreements

Pull together every agreement the business currently holds:

• Service agreements with participants (reviewed as redacted samples or summaries, not full participant files), and arrangements with plan managers and support coordinators
• Lease agreements for premises or SDA properties, including terms, rent reviews and any restrictions on permitted use
• Supplier, software and subcontractor agreements
• Any referral arrangements, and whether they would continue with a new owner

Pay particular attention to whether contracts can be assigned to a new entity, need the other party's consent, or contain change-of-control clauses. Participants choose their providers, so participant agreements are not simply assigned; any transition must respect their choice and privacy. Our guide to contracts, due diligence and settlement covers the documents.

5. Investigate Legal and Corporate Structure

Have your accountant or solicitor confirm:

• An ASIC company search to verify the seller company's details and officeholders. Company charges were migrated from the ASIC register to the PPSR in 2012, so an ASIC search does not replace a PPSR search for current security interests (ASIC: charges and the PPSR; ASIC search FAQs)
• PPSR searches against the correct grantor identifiers and any serial-numbered assets such as vehicles — see our guide to PPSR searches in NDIS business sales
• Whether you're buying the business assets or the shares or units in the entity — this changes what liabilities come with the business
• The business structure (company, trust or sole trader), and for a trust, the trust deed and trustee
• Any current or pending legal proceedings, complaints or disputes
• Intellectual property and branding ownership
• Insurance coverage and claims history, including professional indemnity and public liability

6. Understand Participant Relationships

Unlike many small businesses, much of an NDIS provider's value rests on trust — participants and families who have chosen this provider for a reason. Participants are not assets that transfer with a sale. Ask about, in aggregate or de-identified form:

• Participant retention and length of relationships
• How participants' plans are managed (self-managed, plan-managed or NDIA-managed)
• Demographic and support mix, and referral sources grouped by type
• Whether and how participants will be told about the sale, and how the transition will be communicated respectfully and lawfully

The OAIC's guidance on selling a business indicates that de-identified or aggregated information should generally be used during due diligence. A data room or confidentiality agreement does not by itself authorise disclosure of personal information. Ask for summaries and redacted samples rather than participant files, never ask for participant names, NDIS numbers or clinical records through public forms, and agree how documents will be returned or deleted if the purchase doesn't proceed. Our data room checklist shows how sellers can organise this.

7. Confirm the Change of Ownership Process With the NDIS Commission

This step is easy to overlook and increasingly important. A change of ownership triggers an obligation to notify the NDIS Commission as soon as possible, and depending on the registration groups and the nature of the change, it may trigger audit requirements. Whether the buyer can keep operating under an existing registration depends on the structure: in a share sale the same entity keeps its registration, while a buyer with a different ABN needs its own. Build the notification, any applicable audit and any new application into your settlement timetable, and confirm with your adviser what applies — don't assume registration "transfers" the day the sale closes. See the NDIS change of ownership process explained.

Market Position

Beyond the seven core checks, form your own view of the provider's regional market, competition, reputation and growth potential based on local demand — this informs price and your plans after settlement.

Evidence and Reviewer Guide

Knowing who should check each area avoids gaps and duplicated effort.

Getting Professional Support

Due diligence on an NDIS business touches financial, legal and regulatory territory all at once. It's worth engaging an accountant experienced with NDIS revenue and claiming, a solicitor familiar with change-of-ownership requirements, and a broker who understands the sector's specific risks — not just a generic business-for-sale checklist.

A Strong Finish, Not a Rushed One

The businesses that sell smoothly are usually the ones where buyer and seller went into due diligence prepared, transparent and realistic about timelines. Rushing this stage to "get the deal done" is how avoidable problems turn into expensive ones after settlement — and it's one of the reasons NDIS business sales fall through.

Ready to start your acquisition? Browse current NDIS businesses for sale, learn about our buyer services, browse our free resources and checklists, or contact NDIS Business Sales for a confidential conversation.