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Goodwill Finance
When most of the purchase price sits in goodwill rather than hard assets, the first bank often says no. The deal is rarely dead. It needs the right lender and the right structure, and that is what we build.
- Founded by two former bankers
- Commercial and business finance specialists
- Perth based, working Australia wide
- MFAA member
Quick facts: goodwill finance (checked 14 August 2026)
| Healthcare practice purchases | Up to 100% of the purchase price, goodwill and equipment as security (BOQ Specialist; NAB Health states the same ceiling, subject to eligibility) |
| Eligible professions for 100% lending | Doctors, dentists, veterinarians (BOQ Specialist published list) |
| How goodwill lending is sized elsewhere | A multiple of EBITDA, e.g. 3.5 times (Macquarie Business Banking, guide only, worked case at 2.83 times) |
| Typical deposit band, business purchases | 20% to 50% of the price; high goodwill pushes toward the top of the range |
| The number that decides the deal | The gap between the vendor's multiple and the lender's multiple, payable in cash at settlement |
| Tax treatment | Goodwill is a CGT asset, not depreciable (ATO, List of CGT assets, updated 22 June 2026) |
Financing the part of the deal a bank can't repossess
In most business sales, the largest part of the price is goodwill. It is the value of the business as a going concern, the customers, the recurring revenue, the contracts, the reputation, and the brand, sitting above the value of the stock, equipment and fit-out. Goodwill is real value. It is also the part lenders are most cautious about, because there is nothing physical to recover if the loan goes wrong.
That caution is why a buyer with a profitable business under offer can still hear no from their own bank. The business is sound, the price is fair, but most of the value is goodwill and the bank caps how much goodwill it will lend against. The deal looks finished. In practice it usually is not. It needs a lender whose appetite matches the deal, a security position structured properly, and often a working capital line built in for the transition.
We are based in Perth and work with buyers across Australia on exactly this problem. We know which lenders support goodwill, how far each will go by industry, and how to build a structure that gets the deal across the line. If you are earlier in the process and still weighing up the purchase itself, our guide to getting a loan to buy a business covers deposits, lender assessment and the path to settlement. Buying in WA? Our guide to WA stamp duty on business goodwill covers the transfer duty rules on top of the lending side.
Where goodwill finance applies
- Professional practice purchases, medical, dental, legal, accounting and allied health
- Established franchise acquisitions with a proven model
- Service businesses with recurring revenue and a transferable client base
- Childcare, pharmacy and other licensed or accredited businesses
- Owner-operator businesses where the price sits well above the asset value
- Partner and management buyouts where goodwill dominates the valuation
- Real estate agency and rent roll purchases valued on recurring management income
How lenders look at goodwill
The question a lender is really asking is whether the earnings that justify the goodwill will survive the change of ownership. A practice with systems, staff and recurring patients or clients is very different from a business whose revenue walks out the door with the departing owner. The more transferable and predictable the income, the more goodwill a lender will support.
Most banks set an internal cap on goodwill exposure, and the cap moves by industry. Where the deal sits above that cap, the gap is closed in one or more of a few ways, a larger deposit, additional security across residential or commercial property, vendor finance left in by the seller, or a specialist lender with more appetite for the sector. Knowing which of these a deal needs, before you make an offer, is the difference between a clean approval and a stalled one.
What lenders actually publish
Most goodwill lending policy is internal and unpublished, which is why the honest general answer is a range rather than a number. Three lenders do publish enough to be worth quoting, and what they publish contradicts the idea that goodwill is unfundable.
In healthcare, goodwill can carry the whole purchase. BOQ Specialist states it can lend "up to 100% of the purchase price of an existing practice, using goodwill and equipment as security", for doctors, dentists and veterinarians, on terms up to 15 years with interest only available for up to 3 years (BOQ Specialist, practice purchase loans page, undated, checked 14 August 2026). NAB Health similarly states a healthcare practice buyer can "borrow up to 100% of the purchase price", subject to eligibility (NAB Health practice finance page, undated, checked 14 August 2026). In these professions the goodwill is the security, and no house needs to be pledged behind it.
Outside those professions, goodwill is usually sized off earnings, not off the price. Macquarie Business Banking publishes that its healthcare goodwill lending is "based on a multiple of EBITDA (e.g. 3.5 x EBITDA)", with a worked case in the same material settling at 2.83 times, and requires "consistent fees and profitable past trading performance (minimum two years)" (Macquarie Business Banking healthcare lending guide, undated, checked 14 August 2026). Macquarie's own note on that page is worth repeating: the parameters are "provided as a guide only" and every loan is individually assessed.
The practical consequence is the part nobody spells out. If a lender sizes goodwill lending at a multiple of earnings and the vendor has priced the goodwill at a higher multiple than the lender will fund, the difference is not a negotiation. It is cash you have to find. On a business earning $400,000 EBITDA priced at 4.5 times, the goodwill asks $1,800,000. A lender working to 3.5 times funds $1,400,000 of it. The $400,000 gap lands on the buyer, and it lands at settlement, not at offer. That single calculation is the one worth doing before you sign anything.
For scale, the national market is smaller than most buyers assume: the average advertised asking price for an Australian business was $658,623 in December 2025, and businesses marked sold in the December 2025 quarter averaged about $487,000 in advertised price (Bsale Australia Business Sales Market Report, Q4 2025, published 14 January 2026). Those are advertised figures, not settled prices, which Bsale states plainly in the same report.
A note on the numbers you will find elsewhere: there is no published, dated Australian dataset of goodwill earnings multiples by industry. Every "2.5 to 4 times" style range in circulation traces back to business broker and valuation marketing pages, not to a lender policy or an industry report. We treat those as commentary, and so should you.
How we structure it
We start with the earnings and the price, work out how much of the goodwill a lender will realistically fund, and then build the rest of the structure around that number. That might mean matching the deal to a lender who understands the sector, setting up the security so the goodwill exposure sits within policy, or designing vendor finance in from the start rather than bolting it on later. Where the transition will create a short-term cash flow gap, we size a working capital line to cover it.
Goodwill finance is rarely a standalone product. It is usually one part of a wider acquisition finance structure, and it needs to be designed alongside the deposit, the security and the working capital, not in isolation. Where the intangible asset is a real estate rent roll, lenders treat it as a category of its own with its own assessment rules, covered on our rent roll finance page.
Why buyers put us in the deal
Bankers first, brokers second. Rockwall was founded by two former commercial bankers. We spent those years on the lender's side of business lending, which is why we structure a goodwill deal the way the person approving it will read it.
Access to more than 40 lenders. Through our Finsure accreditation we can take a goodwill-heavy purchase to the specialist and non-bank lenders that fund intangible value, not only the major banks that cap it by policy.
We test the multiple, not just the price. An inflated earnings multiple means inflated goodwill, and inflated goodwill sits outside lender policy. We check the multiple against the earnings before an offer goes in, so the funding gap does not land on you after you have signed.
Licensed and accountable. We are MFAA members and Credit Representatives (579184, 579182 and 580433) of Finsure Finance & Insurance Pty Ltd.
Test the goodwill before you make an offer
A worked example: $1,000,000 practice, $750,000 of goodwill
Take a professional practice selling for $1,000,000, where $250,000 is fit-out, equipment and work in progress and $750,000 is goodwill. The tangible $250,000 is straightforward: it can be financed against the assets or folded into the bank facility. The $750,000 of goodwill is where the structure is decided, because every lender caps how much of it they will fund and the cap moves with the industry and the strength of the earnings.
- Bank acquisition debt: $500,000. 50% of the price, assessed on the practice's cash flow after the buyer's drawings, with the goodwill inside the lender's appetite for this profession.
- Vendor finance: $100,000. 10% of the price, paid over 24 months and subordinated to the bank, which also keeps the seller invested in the handover.
- Buyer contribution: $400,000. 40% of the price, from cash or equity in property. This is the number that rises when a lender's goodwill appetite is weaker, and it is the number to know before you make an offer.
$500,000 + $100,000 + $400,000 = $1,000,000. The split is a pattern, not a quote: a medical or accounting practice with recurring fees and transferable clients sits nearer the top of a lender's goodwill appetite, and a hospitality or retail business priced on goodwill sits nearer the bottom, so the buyer contribution on the same price can be very different. On top of the price sit transfer duty on the goodwill in WA, legal and due diligence costs, and working capital for the first weeks of ownership.
The cheapest time to find a goodwill problem is before you sign. Bring us the financials and the asking price and we will tell you honestly how much of the goodwill is fundable, what the gap is, and how we would close it. You can also map the likely shape of the deal yourself with our business acquisition calculator, which separates the tangible assets from the goodwill so you can see where the funding pressure sits.
Frequently asked questions
Can you get finance for goodwill?
Yes. Goodwill can be financed, but lenders treat it differently from tangible assets because there is nothing to repossess if the loan fails. Most banks cap how much goodwill they will lend against, and the cap moves with the industry and the strength of the earnings. A medical, dental, accounting or established franchise business with predictable, transferable income usually attracts stronger goodwill lending than a retail or hospitality business priced largely on reputation. The amount financeable depends on what the business earns relative to what it is being sold for.
What is goodwill in a business sale?
Goodwill is the part of a purchase price that sits above the value of the tangible assets, the stock, equipment, fit-out and vehicles. It represents the value of the business as a going concern, including its customer base, reputation, recurring revenue, contracts and brand. In many small and medium business sales, goodwill is the largest single component of the price.
How much will a bank lend against goodwill?
It depends on the profession, and in healthcare the published answer is the whole purchase price. BOQ Specialist states it can lend up to 100% of the purchase price of an existing practice, using goodwill and equipment as security, for doctors, dentists and veterinarians (BOQ Specialist practice purchase loans page, checked 14 August 2026), and NAB Health states a healthcare buyer can borrow up to 100% of the purchase price subject to eligibility (checked 14 August 2026). Outside those professions, goodwill lending is usually sized as a multiple of earnings rather than a share of the price: Macquarie Business Banking publishes that its healthcare goodwill lending is based on a multiple of EBITDA, for example 3.5 times, with a worked case at 2.83 times (Macquarie healthcare lending guide, checked 14 August 2026). The number that decides your deal is the gap between the multiple the vendor priced the goodwill at and the multiple your lender will fund, because that difference is cash you contribute at settlement.
Why won't my bank lend against goodwill?
Goodwill cannot be charged or sold the way a property or a piece of equipment can, so from a lender's point of view it carries more risk. That does not make the deal unfundable. It usually means the structure needs work, the right lender needs to be matched to the deal, and the security position needs to be set up so the goodwill exposure sits within what the lender will support. That is the work we do before an application is lodged.
What deposit do I need to buy a business that is mostly goodwill?
As a guide, lenders fund business purchases against a deposit of 20% to 50% of the price, and a high goodwill component pushes the requirement toward the higher end of that range. The stronger and more transferable the earnings, the less deposit the goodwill demands. Where the deposit falls short, the gap is often closed with additional security, vendor finance, or a lender with more appetite for the industry. The useful number is what a specific lender will advance against your specific deal, which is what we establish before you commit.
How is goodwill valued when buying a business?
Goodwill is the difference between the agreed price and the fair value of the tangible assets, the stock, equipment, fit-out and vehicles. In practice the market arrives at it through an earnings multiple: the maintainable earnings of the business multiplied by a figure that reflects the industry, how transferable the income is, and the risk. Lenders test that number rather than accept it, because an inflated multiple means inflated goodwill that sits outside their policy. If the valuation does not hold up against the earnings, the funding gap lands on the buyer, which is why we test the multiple before an offer goes in.
Can you claim depreciation on goodwill?
No, and this catches buyers who assume goodwill behaves like equipment. Goodwill is a capital gains tax asset, not a depreciating asset, so the purchase price allocated to goodwill cannot be written off over time the way plant and equipment can. The ATO lists goodwill among the intangible assets subject to CGT alongside leases, licences and contractual rights (ATO, List of CGT assets and exemptions, last updated 22 June 2026), and separately notes that depreciating assets such as business equipment are generally exempt from CGT instead (ATO, Capital gains tax for business assets). The practical effect is that how the contract splits the price between goodwill and equipment changes your tax position for years afterwards, so the allocation is worth setting with your accountant before the contract is signed rather than after. We are finance brokers, not tax advisers, so the allocation itself is your accountant's call.
Which lenders finance goodwill in Australia?
Most major banks lend against goodwill within internal caps that move by industry, and a group of specialist and non-bank lenders will go further in specific sectors such as professional practices, franchises and healthcare. Which lender fits a deal depends on the sector, the quality of the earnings and the security available, and lender appetite shifts over time. Matching the deal to the lender whose current policy supports it is exactly the work a broker does before the application is lodged.
Get started
Want to talk it through?
Send us a short enquiry. We'll tell you whether it's fundable, how we'd structure it, and which lender we'd take it to. No obligation, and no meeting required to get an answer.
Prefer to talk? Call Rowan on 0483 292 005 or Ari on 0434 929 370.