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Start-up valuations

Startup valuations for Australian founders and boards

A startup valuation is not one product. We prepare signed, evidence-led valuations for Australian start-ups, matched to purpose, with a fixed fee agreed before work begins.

  • The company’s own discounted cash flow model is part of the deliverable
  • Matched to purpose: ESS, capital raise, transfer or tax
  • Signed by a suitably qualified business valuer at Valuation Group

From $1,995 + GST

Delivery: agreed before commencement. Delivery time starts once payment and all required information have been received.

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  • Some enquiries are easier to explain on a call, particularly where there is an approaching board decision. Speak with a valuer: 0433 475 518
  • No documents needed to enquire.
  • Nothing starts until you accept it. Sending an enquiry does not create an engagement.
  • Part of Valuation GroupValuation Group Pty Ltd, ABN 48 702 469 252
  • Signed report plus the company’s DCF modelBoth start-up tiers include the model
  • Fixed, published feesScope and fee agreed before we start
  • Clear reasoning, cited sourcesSourced to the ATO and legislation

What we value, and on what basis

  1. Purpose
    Matched to purpose
  2. Basis of value
    Depends on purpose
  3. Unit of value
    Whole company
  4. Method
    The method or methods the evidence supports
  5. Signed valuation
    The signed valuation and the company’s DCF model
Basis of value and unit of value
Basis of value
Depends on purpose; see the purpose to basis of value table on this page (market value for tax and ESS purposes, a valuation document under s 1100X(3) for an unlisted ESS offer, or the value a shareholders' agreement defines for a transfer)
Unit of value
Whole company, one class of shares, a parcel, or an option or right, depending on what is being valued
Short answer

A startup valuation is not one product. What it should conclude, market value for a tax or ESS purpose, or the value your shareholders' agreement defines for a transfer, depends on why you need it, and the method that fits depends on your stage and the evidence available. Start-Up Valuations is a division of Valuation Group Pty Ltd. It prepares signed, evidence-led valuations for Australian start-ups, matched to purpose, with a fixed fee agreed before work begins. Delivery time starts once payment and all required information have been received.

Last updated 28 September 2026

01Purpose

Which valuation do you need, and why does purpose matter?

The same company can have more than one correct valuation answer at the same point in time, because the question being asked is different each time. An ESS grant, a capital raise, a founder buyout and a tax restructure can each be governed by a different basis of value, a different unit of value, or both (Judgement: in our view, treating "startup valuation" as a single deliverable is a frequent source of error, which is why this page is a hub rather than a single method page).

Purpose, basis of value, and where we cover it

  • Employee share scheme, start-up concession test

    Basis of value
    Market value of an ordinary share in the company at the time the interest is provided 2
    Employee share scheme (ESS) valuations for Australian start-ups

  • ESS taxing point outside the start-up concession

    Basis of value
    Market value of the ESS interest; for an unlisted right that must be exercised within 15 years, the employee may generally choose market value or the value under the regulations, with exceptions 3, 4
    Employee share scheme (ESS) valuations for Australian start-ups

  • Unlisted ESS offer requiring supporting information

    Basis of value
    A valuation document of a kind listed in section 1100X(3) of the Corporations Act 5; ASIC relief separately allows an expert valuation for ESS interests that are not ordinary shares 6; which offers this applies to is confirmed case by case
    Employee share scheme (ESS) valuations for Australian start-ups

  • Capital raise (pricing a new round, or explaining what a round price does and does not prove)

    Basis of value
    No prescribed basis; the price is negotiated. Where the valuation will also be relied on for tax or ESS, market value in its ordinary meaning applies 1. No ATO rule equates a round price with the market value of ordinary shares 7 (Judgement: a round price is evidence, weighted by class rights, timing and whether the investors dealt at arm's length)
    Capital raise valuations for company boards

  • Founder or shareholder transfer, buyout or exit

    Basis of value
    Whatever your constitution or shareholders' agreement defines, often "fair value" or "fair market value" (Judgement: read the clause before choosing a method)
    Founder and shareholder share transfers

  • Tax event or restructure (other than an ESS grant)

    Basis of value
    Market value in its ordinary meaning, unless the relevant provision defines it differently 1
    Market value evidence for start-up tax restructures

  • Pre-revenue company specifically

    Basis of value
    Depends on the purpose above; the evidence and method available differ from a company with trading history
    Valuing a start-up before it has revenue
The detail and sources

Market value for tax purposes has its ordinary meaning unless a provision defines it differently: the price a hypothetical willing but not anxious buyer and seller would agree, at arm's length, at the valuation date, with no special value for a particular buyer 1. That last point matters more for a startup than for a mature business: illiquid stock in a private company is often realistically saleable only to a strategic acquirer or an existing investor, and the test still asks what a hypothetical buyer with no special reason to pay a premium would agree, not what that one likely buyer would actually pay.

Where a shareholders' agreement or constitution defines the price for a transfer, often as "fair value" or "fair market value", that definition governs the price between the parties (Judgement: read the clause first). It does not change the market value used for tax, and a contractual "fair value" is not the same as fair value for financial reporting under AASB 13 1.

If your purpose is not on this list, tell us what the valuation is for and we will confirm the basis and the fixed fee in writing before any work begins. Delivery time starts once payment and all required information have been received.

02Method

How does the method change with your stage?

Purpose sets the basis of value. Stage and evidence set which method can reach it, and the method that suited last year's grant may not suit this year's, because the evidence has moved on. In broad terms, the method moves from net assets at idea stage, through calibration to a recent round with a discounted cash flow cross-check once there is a product and some runway evidence, to a discounted cash flow or market approach with allocation across classes once revenue and multiple share classes exist. This is judgement applied case by case, not a formula.

The detail and sources
Stage and the methods that may be appropriate (see the guide for the full six-stage table and the reasoning behind each row)
StageEvidence usually on handMethods that may be appropriate
Idea or pre-product, founders onlyFounder capital, costs incurred, no customersNet assets; for the ESS start-up concession only, Method Two of LI 2025/19 where eligible 8
Scaling revenue, venture backed, multiple share classesRevenue trend, several rounds, an option pool, a preference stackDiscounted cash flow or a market approach for enterprise value, bridged to total equity value, then allocated across classes; calibration to the latest round
Transaction imminent (a sale or change of control is anticipated)Offers, term sheetsTransaction evidence, probability-weighted outcomes; the approved safe-harbour methods are available only if the directors reasonably anticipate there will not be a change of control within 6 months after the valuation time 8 (current from 1 October 2025, last checked 27 September 2026)

For the two stages in between, pre-revenue with a product or SAFEs, and early revenue, and for the full reasoning behind every row and the calculation logic, see our guide, How to value a startup. If you are specifically pre-revenue, Pre-revenue startup valuation goes deeper on that stage alone.

03What we need

What does a start-up engagement need that a trading business valuation does not?

A conventional small or medium business valuation starts from historical financials and a single class of ordinary shares. A start-up engagement usually starts from a more complex capital structure, and the information we ask for reflects that.

The detail and sources

What we typically need for a start-up, beyond the financials

  • The fully diluted cap table: every share class, option, right, warrant, SAFE and convertible note, not just the issued ordinary shares
  • The terms of each share class: preferences, conversion mechanics, anti-dilution, dividend and voting rights
  • Constitution and shareholders' agreement: the valuation, transfer and leaver clauses
  • SAFE, convertible note and warrant documents: caps, discounts, maturity, interest and conversion triggers
  • Term sheets and subscription agreements for every round: date, price, class, amount, and whether any investor is a related party
  • Capital raised in the 12 months before the valuation date
  • Cash balance at the valuation date, monthly burn, and runway
  • Whether a sale or change of control is in contemplation
  • The ESS plan rules, grant register and proposed grant terms, where an ESS purpose applies
  • IP assignment deeds from founders and contractors, and confirmation of who owns the IP on the register

None of this changes whether we can help, only what we ask for through your private matter link once you engage. We never ask you to upload documents on this site.

04Unit of value

Why does it matter which interest is valued?

"The company is worth X" is rarely the full answer for a start-up. Enterprise value, total equity value, the value of one class, of a specific parcel, and of an option or right are different numbers, and a funding round headline usually prices the newest preference class, not the ordinary shares founders and employees hold.

Illustrative cap table before and after a seed round (fictional)
Illustrative cap table before and after a seed round (fictional). Illustrative, fictional numbers.Founders88.9% to 76.2%Before the roundBefore the round88.9%11.1%11.1%After the roundAfter the round76.2%14.3%9.5%9.5%14.3%

Illustrative. Fictional numbers.

See the numbers
Before the round
HolderClassSharesShare of totalPrice per sharePreference
Foundersordinary8,000,00088.9%
Option pool (unallocated)option pool (unissued)1,000,00011.1%
Total9,000,000100%
After the round
HolderClassSharesShare of totalPrice per sharePreference
Foundersordinary8,000,00076.2%
Option pool (unallocated)option pool (unissued)1,000,0009.5%
Seed investorseed preference1,500,00014.3%$2.001x non participating liquidation preference
Total10,500,000100%

Fictional numbers. Not market evidence.

The detail and sources

Whichever method reaches enterprise value, reaching total equity value first needs a bridge: add surplus cash, deduct debt and debt-like items, and decide for each SAFE or convertible note whether it is treated as debt or as converted, depending on its terms. Where preference shares exist, that total equity value is then not divided equally per share. Common allocation techniques, such as a waterfall at an assumed exit, probability-weighted scenarios, or an option-pricing allocation, are used in international practice; no Australian standard mandates one (Judgement: no single method is mandated; the right one depends on the cap table and the exit scenarios realistic for the company). Where a company uses Method Two (net tangible assets) of LI 2025/19 and is eligible for it, the instrument prescribes its own treatment of preference shares instead 8 (current from 1 October 2025, last checked 27 September 2026).

Illustrative example

A round price is evidence, not the ordinary share value

Fictional numbers. Not market evidence. A company issues a new class of seed preference shares to a new investor at a fictional price of two dollars each. That class carries a liquidation preference the existing ordinary shares do not have. For an ESS grant made to an employee at the same time, the two dollar preference price is not simply carried across to the ordinary class: the valuer treats the round price as evidence, weighs the difference in rights between the two classes, and reaches a separate conclusion for the ordinary share (Judgement; no ATO rule equates a round price with ordinary share market value 7).

For the mechanics of ordinary against preference rights, see Ordinary vs preference shares. For how a raise interacts with an existing or upcoming ESS valuation, see Recent capital raise as valuation evidence. For SAFEs and convertible notes as evidence rather than just legal terms, see SAFEs and convertible notes.

05What you receive

What do we deliver?

Every engagement produces a signed, written valuation report addressed to the company, its board or its advisers: the purpose, the basis and unit of value, the method and why, the evidence relied on, the valuation date, and the assumptions and limits of the work, together with a declaration of independence and conflicts 1.

The signed valuation

  • The purpose
  • The basis and unit of value
  • The method and why
  • The evidence relied on
  • The valuation date
  • The assumptions and limits of the work
  • A declaration of independence and conflicts

The company’s DCF model

  • Budget
  • Forecast
  • Milestones
  • The signed valuation Every engagement produces a signed, written valuation report addressed to the company, its board or its advisers.
  • The company’s DCF model Building the model means the company receives a working model, not only a concluded figure.
The detail and sources

For both start-up valuation tiers, Simple and Standard, we also build the company's own discounted cash flow model as part of the deliverable, rather than a note describing one. A discounted cash flow model addresses one of four matters an approved Method One valuation must take into account on a reasonable basis: the present value of anticipated future cash flows, alongside the value of tangible and intangible assets, the market value of similar businesses (including through the use of earnings multiples), and uplifts and discounts for control premiums, lack of marketability and key person risk 8. A DCF model is one way to address the cash-flow matter; it does not by itself satisfy Method One, which also needs a written directors' resolution endorsing the methodology and the value 8. Building the model means the company receives a working model, not only a concluded figure. In our view a discounted cash flow model is a useful deliverable and cross-check at most stages, but it is not always the right primary method for a pre-revenue company with no forecast history to test it against; which method is primary is a stage and evidence question, set out on the stage table above.

Note

The practice holds no Australian Financial Services Licence and is not an authorised representative. Reports are prepared for the company, its board or its advisers. We do not tell an employee or an investor whether to acquire, exercise, hold, sell or accept any shares, options or other interest.

06Fees

What does a start-up valuation cost, and when is it delivered?

Start-ups are priced under three fixed fee tiers. The tier that applies follows your company's structure and the purpose of the engagement, not which page you started from: a Simple start-up valuation is $1,995 + GST, for a company with one share class and no SAFEs, convertible notes or ESS; a Standard start-up valuation is $3,495 + GST, for ESS work, SAFEs or notes, several share classes, or option-pool modelling; and a dispute or court expert report is $4,495 + GST. Both start-up valuation tiers include the signed valuation and the company's discounted cash flow model, described above. For example, an ESS grant is Standard, while a transfer in a one-class company with no SAFEs, notes or ESS may be Simple.

Delivery time starts once payment and all required information have been received. For every tier, we agree the delivery date with you before work begins rather than promising a number of days, because the right method and the evidence available differ by stage and cap table complexity.

  • Simple start-up valuation

    A company with one share class and no SAFEs, convertible notes or ESS.

    $1,995 + GST

    Delivery: agreed before commencement. Delivery time starts once payment and all required information have been received.

    • The signed valuation
    • The company’s DCF model
    Request a valuation

    Nothing starts until you accept it.

  • Standard start-up valuation

    ESS work, SAFEs or convertible notes, several share classes, or option-pool modelling.

    $3,495 + GST

    Delivery: agreed before commencement. Delivery time starts once payment and all required information have been received.

    • The signed valuation
    • The company’s DCF model
    Request a valuation

    Nothing starts until you accept it.

  • Dispute or court expert report

    A start-up matter in dispute or heading to court.

    $4,495 + GST

    Delivery: agreed before commencement. Delivery time starts once payment and all required information have been received.

    • The expert report
    • Prepared for the court process
    • A declaration of independence and conflicts
    Request a valuation

    Nothing starts until you accept it.

Add-ons

Retrospective valuation date+$495 + GST per date

Additional entity+$795 + GST per additional entity

Delivery time starts once payment and all required information have been received.

The detail and sources

Tell us your purpose and what you're valuing and we will confirm the tier and the fee in writing before any work begins. A valuation for financial reporting purposes, such as an AASB 2 option value or an AASB 13 fair value, is a different basis from market value for tax 1, and is scoped and quoted separately. Two published add-ons can apply: a retrospective valuation date is $495 + GST per historical date, and each additional entity in the group is $795 + GST. Delivery time starts once payment and all required information have been received. Full pricing sits on our pricing page.

07Signer

Who signs the report?

Every report this practice issues is prepared and signed by a suitably qualified business valuer at Valuation Group.

The detail and sources

Each Simple or Standard start-up valuation is a valuation engagement, as described in the APES 225 guidelines we follow 9. We are an independent valuation practice, not an accounting firm.

08Process

How does the engagement work?

Process

  1. Tell us the purpose (ESS, capital raise, transfer, tax or restructure) and what is being valued (whole company, one class, a parcel, or options)

  2. We confirm the basis of value that purpose calls for, and confirm the tier and fixed fee in writing, with an agreed delivery date, before any work begins. Delivery time starts once payment and all required information have been received.

  3. You engage, and we send a private matter link for the information listed above; we never ask you to upload documents on this site

  4. We build the valuation, and, for either start-up valuation tier, the discounted cash flow model

  5. The signed valuation, addressed to the company, its board or its advisers, is delivered on the agreed date

09Next

Where to go next

10FAQ

Frequently asked questions

Do I need an independent valuer to use the ESS safe harbour?

No. Method One may be worked out by the company's CFO or a suitable valuer, and the person does not need to be independent of the company; it does require a written valuation covering the prescribed matters and a written resolution of the directors endorsing both the methodology and the value 8, 10. Method Two (net tangible assets), where the company is eligible, is a formula and needs no valuer 8.

Does the Tax Office sign off on the value your report reaches?

No. The ATO does not approve or sign off individual valuations. A value worked out using an approved LI 2025/19 method binds the Commissioner only for the section 83A-33(5) market value test, and only if the instrument's conditions are met: an ESS interest is provided at that time, the directors reasonably anticipate there will not be a change of control within 6 months after that time, and, for Method One, the directors endorse the methodology and value by written resolution 8, 10 (current from 1 October 2025, last checked 27 September 2026). That binding effect comes from the instrument and the company's compliance with it, not from a claim we make.

Can you value a company with no revenue yet?

Yes. The evidence and the method available differ for a pre-revenue company, which is why the stage table above and our pre-revenue page treat it separately.

Does a higher package cost mean a higher valuation outcome?

No. The fee is fixed in writing before work begins and does not move with the concluded value, including where allocating value across preference classes changes the concluded figure for the ordinary share. Delivery time starts once payment and all required information have been received.

Sources (10)

  1. Market valuation for tax purposes (Guide). Australian Taxation Office. Current at February 2025. Accessed 27 Sep 2026. S009 abcdef
  2. Income Tax Assessment Act 1997, section 83A-33. Commonwealth (text via ATO Legal Database). Current text as displayed 27 Sep 2026; inserted by No 105 of 2015. Accessed 27 Sep 2026. S006
  3. ESS, Market value of unlisted rights to acquire listed shares and stapled securities. Australian Taxation Office. Last updated 27 June 2022; QC23093. Accessed 27 Sep 2026. S007
  4. Income Tax Assessment (1997 Act) Regulations 2021, Compilation No. 16, ss 83A-315.01 to 83A-315.09. Federal Register of Legislation (Office of Parliamentary Counsel). Compilation date 27 June 2026 (includes F2026L00831). Accessed 27 Sep 2026. S008
  5. Corporations Act 2001, Compilation No. 148, Volume 5 (ss 1100W, 1100X, 1100Y, 1100ZA). Federal Register of Legislation. Compilation date 27 August 2026 (includes Act No. 69, 2026); ss 1100W to 1100ZB inserted by No 14 of 2022. Accessed 27 Sep 2026. S013
  6. 22-370MR ASIC provides legislative relief to facilitate employee share schemes. ASIC. Media release 22-370MR (2022). Accessed 27 Sep 2026. S012
  7. Market value (ESS in detail hub). Australian Taxation Office. QC82046 (no date shown). Accessed 27 Sep 2026. S010 ab
  8. LI 2025/19 Legislative Instrument. Australian Taxation Office; Federal Register of Legislation. Made 9 Sep 2025; registered 11 Sep 2025 (F2025L01085); commenced 1 Oct 2025. Accessed 27 Sep 2026. S003 abcdefgh
  9. Valuation Services (APES 225, APES GN 20, APES GN 21). Accounting Professional & Ethical Standards Board (APESB). APES 225 (2024) effective 1 Jan 2025; APES GN 20 (2025). Accessed 27 Sep 2026. S014
  10. LI 2025/19, Explanatory Statement. Australian Taxation Office. 9 Sep 2025. Accessed 27 Sep 2026. S004 ab

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What happens after you enquire

  1. We read it.

    The signing valuer reads every enquiry.

  2. We reply with scope and fee.

    You receive an email setting out what the engagement covers, the basis of value it will use, and a fixed fee.

  3. You accept the scope and fee.

    Nothing begins until you accept the scope and fee we send by reply.