Goodwill—it’s one of those financial terms that regularly pops up during business sales, mergers, and annual reports. But in 2025, with Australia’s business climate evolving faster than ever, understanding goodwill isn’t just for accountants. Whether you’re a small business owner, investor, or entrepreneur, knowing how goodwill works can help you make smarter financial moves and avoid costly pitfalls.
What Is Goodwill, Really?
Goodwill is an intangible asset that arises when a business is purchased for more than the fair value of its net tangible assets. It captures the value of a company’s brand, customer relationships, reputation, intellectual property, and even its team. In the Australian context, goodwill becomes especially relevant during mergers, acquisitions, or restructures.
For example, if a Melbourne-based digital agency is sold for $2 million but its tangible assets (computers, furniture, receivables) only total $1.3 million, the extra $700,000 is recorded as goodwill. That premium reflects the agency’s market reputation, client contracts, and future earning potential.
- Brand reputation: Loyal customer base and public trust.
- Proprietary technology: Unique software or processes not recorded elsewhere.
- Skilled workforce: Talented employees and management teams.
- Business relationships: Supplier agreements and partnerships.
How Goodwill Is Treated Under Australian Financial Standards in 2025
Australian Accounting Standards Board (AASB) regulations have kept pace with global standards, especially after updates in 2024. Under AASB 3 Business Combinations and AASB 136 Impairment of Assets, goodwill is not amortised but tested annually for impairment. Here’s what that means for business owners and investors:
- Annual impairment testing: Businesses must assess whether goodwill has lost value. If so, an impairment loss is recorded in the profit and loss statement, directly impacting reported earnings.
- No amortisation: Unlike some other intangibles, goodwill isn’t gradually expensed each year.
- Disclosure requirements: Companies must provide detailed disclosures about how goodwill is tested and any impairments recognised.
In 2025, the AASB has increased scrutiny around how businesses calculate and justify goodwill. The Australian Securities & Investments Commission (ASIC) has also flagged goodwill impairment as a focus area for compliance reviews, especially after a series of high-profile write-downs in the retail and tech sectors.
Goodwill’s Impact on Business Sales, Tax, and M&A in 2025
Goodwill isn’t just an accounting number—it can make or break a business deal. As Australia’s M&A market rebounds in 2025, driven by private equity and family business transitions, goodwill is front and centre:
- Business valuations: Buyers and sellers often haggle over how much of a purchase price should be allocated to goodwill versus tangible assets. Overstating goodwill can inflate valuations, but underestimating it may leave value on the table.
- Tax implications: The ATO generally does not allow goodwill amortisation as a tax deduction for most businesses, but capital gains tax (CGT) concessions may apply when selling a business with significant goodwill. Recent 2025 policy tweaks have clarified CGT small business concessions, making it vital to separate goodwill from other asset classes in sale agreements.
- Financing and lending: Lenders are increasingly cautious about lending against goodwill, preferring hard assets. However, a strong goodwill balance can still improve borrowing capacity if backed by robust cash flow and market position.
Consider the recent acquisition of a Queensland-based fintech in early 2025: the buyer allocated nearly half the $20 million purchase price to goodwill, reflecting the acquired firm’s proprietary software and entrenched customer base. However, the buyer also faced tough questions from both ASIC and its bank about how sustainable that goodwill really was—and how it would be supported by future profits.
Red Flags and Opportunities: Managing Goodwill in 2025
While goodwill can be a sign of business strength, excessive or poorly supported goodwill is a classic red flag for investors and lenders. In 2025, with heightened regulatory scrutiny and market volatility, here’s what to watch for:
- Large goodwill balances relative to total assets: May signal overpayment for acquisitions or aggressive accounting.
- Frequent impairments: Suggests management overestimated future earnings or market conditions have deteriorated.
- Opaque impairment assumptions: ASIC is pushing for clearer, more transparent disclosure of how impairment calculations are made.
On the flip side, businesses that can demonstrate strong, sustainable goodwill—through brand leadership, repeat business, and innovation—are attracting premium valuations in 2025. For owners planning to sell in the next few years, investing in these intangibles could deliver outsized returns.
The Bottom Line
Goodwill is more than an accounting footnote—it’s a living, breathing part of a business’s value, reputation, and future prospects. In 2025, with tighter regulations and a competitive business environment, understanding and managing goodwill has never been more critical. Whether you’re buying, selling, or growing a business, make goodwill a core part of your financial toolkit.
