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Restructure a business that has outgrown its structure

We tell you what your current structure is costing you, and what the move would cost to make.

Structures get built for the business that exists on the day they are chosen. Businesses then change: a partner joins, a second trading line appears, the value moves from the founder’s effort into the goodwill, somebody starts thinking about selling. The structure does not change with any of that, it just gets steadily less suited to what it now holds. The cost of that shows up as tax paid that need not have been, assets sitting exposed that should be separated, and transactions that cannot be done cleanly because the entities are in the wrong shape.

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A number before you commit

You find out what the restructure costs to execute before deciding whether it is worth doing.

Rollovers actually claimed

The available concessions are identified and the steps ordered so their conditions are genuinely met.

One team, not two

The legal and tax sides are decided together, which is where restructures usually come unstuck.

When does a business structure need to change?

The usual triggers are ownership and value. A new shareholder or investor arriving, a partner leaving, a second business line that should not share an entity with the first, a building or a piece of intellectual property that has become too valuable to sit inside the trading company, or the early planning for a sale. Underneath all of them is the same question, which is whether the entities you have still match who owns what and who carries the risk. Australian tax law provides rollovers that let assets move between entities without triggering an immediate liability, but they have conditions and they have to be planned for rather than discovered afterwards.

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How do I know my structure needs changing?

The common signals are a new shareholder or investor, a partner leaving, a second business line sharing an entity with the first, a valuable asset sitting inside the trading company, or a sale somewhere on the horizon. If any of those describe you, a structure review is usually worth the cost of an hour.

Will restructuring trigger a tax bill?

Often far less than people fear. Australian tax law provides rollovers that let assets move between entities without an immediate capital gains liability, and there are separate rules for trading stock and depreciating assets. They are not automatic, they have conditions, and the order of the steps decides whether those conditions are met. That is the analysis, and it is worth doing before anything moves.

How long does a restructure take?

A simple one involving a couple of entities is usually four to eight weeks from instructions. More entities, external stakeholders, finance or regulatory approvals all extend it. We give you a realistic timeline with the initial advice, because restructures that are rushed to meet a transaction deadline are the ones that go wrong.

Do I need my accountant involved as well?

Yes, and we would rather work with them directly. The legal side covers the entities, documents and filings. The tax side covers the elections, the duty and GST treatment, and how the restructure is reported. Those have to line up exactly, and the gap between two advisers who never spoke is where the avoidable problems live.

Find out what the current structure is costing

Send us your current structure and we will tell you what it is exposing, what it is costing in tax, and whether a restructure is worth doing now. Sometimes the answer is that it is not, and that is worth knowing too.

The structure has not changed, but everything it holds has

You can feel that the structure is wrong without being able to say precisely how, because the cost of it is spread thinly across years rather than showing up on any one invoice. What stops you acting is not the diagnosis, it is the fear of the tax bill that a restructure might trigger. So it stays on the list, and every year it stays there the business grows, the entities get more entangled, and the eventual move gets more expensive.

We will review your current entities, ownership and assets and tell you what the structure is costing you.
We will set out the restructure options with the cost and consequence of each.
We will identify the rollovers available and the conditions that have to be met to use them.
We will sequence the steps so the rollover conditions are actually satisfied.
We will prepare the documents, make the filings and work alongside your accountant through execution.

The structure you started with is now in the way

You built the business in whatever structure made sense at the time, probably something simple. Since then a partner has come in, or a second trading arm has appeared, or the premises you bought are sitting in the same entity that carries all the trading risk. Now somebody wants to invest, or a buyer has made an approach, or your accountant has raised the tax you are paying that you might not need to. You know something has to move. What you do not know is what, in what order, and what it costs to do it.

What's included in your business restructuring service

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A review of your current structure, ownership and asset position.
Restructure options with cost and tax consequence for each.
Rollover and concession assessment.
A sequenced implementation plan.
Legal documents, filings and coordination with your accountant.

Why waiting makes it more expensive

A restructure that would have been straightforward three years ago is rarely straightforward now, and the reason is compounding. Value accumulates in the wrong entity, so more of it has to move and more of it is exposed to tax on the way. New stakeholders arrive, so a decision that one person could make now needs several people to agree. Assets get mixed together, so separating the building from the trading business means untangling security, leases and loan accounts that were never documented properly.

Meanwhile the exposure runs the whole time. The premises sit inside the entity that signs the customer contracts. The goodwill sits where a creditor can reach it. And the transaction that finally forces the issue, usually a sale or an investment, arrives with a deadline attached, which is the worst possible moment to discover that the structure needs six months of work before anybody can sign.

From a structure in the way to one built for what you have now

We start by reading what you actually have, which is usually not quite what anybody remembers. The entities, who owns them, what sits in each, what security is registered, what the loan accounts say, and where the value has accumulated. That alone often answers the question of what needs to move.

Then we work out the route. Which rollovers are available, what conditions attach to them, and what order the steps have to happen in for those conditions to be met, because sequencing is where most of the tax saving lives. We give you the options with the cost of each, and once you have chosen we prepare the documents, make the filings and work alongside your accountant so the elections are made correctly and the restructure is reported the way it was designed.

How we move you across

From what you actually have to what the business needs now.

Read the structure

We establish what entities exist, who owns them, what sits in each and where the value and the risk have accumulated.

Plan the move

We set out the options, identify the rollovers available, and sequence the steps so their conditions are satisfied.

Execute it

We prepare the documents, attend to the filings, and work with your accountant so the elections and reporting match the plan.

Restructuring run by Accredited Specialists in Business Law

Restructuring an operating business is harder than setting one up, because the business has to keep running while it happens and there are people in it whose position changes. It is also the kind of work where the tax and the law have to be decided together rather than in sequence.

We have 2 Accredited Specialists in Business Law. We have run restructures from single-entity roll-ups into a company through to multi-entity reorganisations separating trading, property and intellectual property, and we work directly with your accountant rather than passing advice back and forth through you.

Our great lawyer guarantee

Six principles we hold to, whatever you bring us and however long it takes.

Take the time

We listen carefully to understand what you want to achieve, then step you through the advice and the documents.

Share our knowledge

We pass on as much as we can, so you can make your own informed decisions.

Stick to our knitting

We only do what we are good at, so you never pay for our learning.

Work as one team

Someone is always available to answer your question or point you the right way.

Fair pricing

A fixed or capped quote for advice and documents, so you do not carry the price risk.

It is your show

We are in it for a front row seat to witness your success, not for our egos.

Find out what the move would cost

Send us your current structure and tell us what has changed in the business. We will tell you what it is costing you, which rollovers apply, what the restructure would cost to execute, and whether it is worth doing now.

Speak to a lawyer 1300 654 590