Business Restructuring Advice
Strategic Tax, Commercial & Entity Restructuring for Growing Australian Businesses
Service at a Glance
Personalized scope & lodgementWage earners, investment property owners, CGT, crypto & standard returns
100% online video meetings (Outlook Calendar) or in-person
Direct electronic ATO portal lodgement by Registered Tax Agent
Draft explained and authorized by you before electronic submission
- Pre-lodgement draft walkthrough & written client sign-off
- Extended ATO tax agent lodgement deadlines available
- Transparent upfront quoting & zero lodgement without approval
When May a Business Restructure Be Relevant?
Business restructuring may be considered when the existing arrangement no longer matches how the business operates or where ownership and commercial objectives have changed.
Sole Trader to Company Conversion
A sole trader is considering operating through a company or another structure.
Partnership & Asset Ownership Changes
A partnership is changing partners or the way business assets are held.
Supporting Growth & Capital Investment
A growing business wants a structure that better supports new owners, investment or financing.
Separating Business Activities & Assets
Owners want to separate particular business activities or assets.
Simplifying Complex Entities
A company or trust arrangement has become unnecessarily difficult to administer.
Succession & Enterprise Sale Preparation
A business is preparing for succession, sale or a significant ownership change.
Reorganizing Loans, Entities & Assets
Existing entities, loans and assets need to be reviewed before a broader reorganization.
Holistic Commercial Alignment
The right structure is not determined by tax alone. Administration, control, legal obligations, financing, risk, future growth and ownership goals can all matter.
What Are the Tax Implications of Restructuring?
CGT Events on Transfer
Transferring active assets, goodwill, or shares from one entity to another triggers CGT events A1 or other disposals.
Depreciating Assets & Stock
Balancing adjustments on plant and equipment depreciation, plus trading-stock transfer valuations.
GST & Going Concern Status
Determining whether asset sales constitute a GST-free supply of a going concern or attract GST liabilities.
State & Territory Duties
Stamp duty on real estate, business assets, and vehicle transfers varies substantially across Australian states.
Small Business Restructure Roll-Over (Subdivision 328-G)
Some restructures may qualify for a roll-over or other relief if the relevant statutory conditions are met. For example, the small business restructure roll-over may apply to eligible transfers of certain CGT assets, trading stock, revenue assets and depreciating assets as part of a genuine restructure of an ongoing business. Eligibility depends on all applicable conditions, including the small-business requirements, asset eligibility and continuity of ultimate economic ownership. It is not automatic, and a transaction should not be implemented on the assumption that roll-over relief will apply.
State Stamp Duties & Legal Documentation
Stamp duty and other state taxes are separate from federal income tax and vary by jurisdiction. Legal documentation may also be required. These matters should be checked before assets or ownership interests are transferred.
Choosing or Changing a Business Structure
A restructure often starts with a question about entity choice: sole trader, partnership, company or trust. Each structure has different tax, control, compliance and legal characteristics. No structure is universally better.
Our Business Structure Advice service focuses on comparing structures before establishment or change. Business restructuring advice goes further where an existing business needs to move assets, ownership, contracts or operations from the current arrangement into a new one.
Ongoing Reporting & Compliance Obligations
If a company or trust forms part of the proposed arrangement, the ongoing tax-return and compliance obligations also need to be understood. See our Company Tax Returns and Trust Tax Returns services for the annual reporting side of those structures.
Common Restructuring Issues to Review Before Acting
A restructure should generally be mapped before transactions occur. Once an asset has been transferred or a contract signed, some tax consequences may already have arisen.
Assets, Contracts & Employees Moving
Which assets, liabilities, contracts and employees are actually moving.
Ownership Continuity Verification
Who owns the business before and after the restructure.
CGT, GST & Trading Stock Impacts
Whether the transfer creates CGT, GST, depreciation or trading-stock consequences.
Rollover Relief Eligibility
Whether any tax roll-over may be available and whether its conditions are satisfied.
Existing Entity Loan Balances
Existing shareholder, director, partner or beneficiary loan balances.
Bank Finance & Lender Consents
Bank finance, security arrangements and lender consent where relevant.
Payroll & Employment Administration
Payroll, superannuation and employment administration where an employing entity changes.
Tax & Business Registrations
ABN, GST, PAYG withholding and other registrations that may need review.
State Duties & Legal Agreements
State duties, legal documents, contracts and licenses that may require separate professional advice.
Small Business Restructuring Advice
Nature of the Business
Aggregated turnover under $10 million threshold or satisfying the small business entity eligibility requirements.
Eligible Asset Types
Active assets, trading stock, revenue assets, and depreciating assets used in the ongoing business.
Residency Requirements
Both transferring and receiving entities must satisfy Australian tax residency conditions.
Continuity of Economic Ownership
Ultimate economic ownership of the transferred assets must remain substantially unchanged across individuals.
Genuine Restructure Test
Transaction must be genuinely part of restructuring an ongoing business, not an artificial divestment or tax avoidance scheme.
Full Implementation Path vs Isolated Provisions
Even where income-tax roll-over relief is available, GST, duty, financing and legal consequences can remain. That is why small business restructuring advice should consider the full implementation path rather than a single tax provision in isolation.
What Information May Be Needed?
Entity Details & Registrations
Entity details, ABNs, TFNs, and current GST registrations.
Financial Statements & Tax Returns
Current profit & loss reports, balance sheets, and recent annual tax returns.
Asset Registers & Valuations
Depreciation schedules, intellectual property logs, and physical asset registers.
Ownership & Share Registers
Ownership records, shareholder ledgers, unit holdings, and partnership agreements.
Trust Deeds & Constitutions
Trust deeds, deeds of variation, and company constitutions.
Loan Balances & Related Parties
Director and shareholder loan accounts, beneficiary entitlements, and inter-entity balances.
Bank Finance & Security
Commercial loan agreements, equipment leases, and bank security mortgages.
Proposed Steps & Commercial Reasons
Proposed transaction steps and the commercial reasons for the restructure.
Early Identification Before Irreversible Actions
The first review does not require every implementation document to be complete. The purpose is to identify the issues before irreversible steps are taken.
How Financially Up Can Help
Comprehensive Tax & Accounting Modeling
Financially Up can review the existing structure and proposed restructure, identify material tax and accounting consequences, model or explain the tax treatment where appropriate, and help coordinate the accounting and tax work needed to implement the change.
Implementation Coordination & Ongoing Compliance
This may include reviewing asset transfers, entity accounts, tax registrations, ownership changes, company or trust tax issues and post-restructure compliance. Our Business Tax Compliance service can assist with ongoing tax obligations after the new arrangement is operating.
Clear Legal & Specialist Boundaries
Where legal agreements, trust deeds, share transfers, employment law, stamp duty advice or other specialist matters are required, we may recommend that the relevant legal or specialist adviser is involved. Financially Up’s work is scoped to tax, accounting and business advisory services.
Why Choose Financially Up?
Financially Up Pty Ltd is a registered tax agent with more than 10 years of experience. Our team includes CPA and IPA members and supports businesses Australia-wide through online and in-person appointments.
We focus on the practical connection between structure, tax, accounting records and ongoing compliance, while clearly identifying when legal or other specialist advice is required.
Frequently Asked Questions
Common questions about business restructuring tax consequences, SBRR rollovers, stamp duty, and legal requirements with Financially Up.
No. A restructure may be undertaken for commercial, ownership, administrative or risk reasons. Tax is one consideration, and the outcome depends on the specific transactions and rules that apply.