- The company's business and assets are valued first; then the specific parcel of shares is valued.
- A controlling holding can be worth more per share than a small minority holding, because of what the holder can decide.
- Share classes, the constitution and any shareholders' agreement can change what a share is worth.
- Companies themselves are not affected by the 2027 discount change, but individuals and trusts who own shares in them are.
- Your accountant or tax adviser decides which shares, which date and the tax treatment; we value the shares independently.
Two steps: the company, then the shares
Valuing private company shares for CGT is done in two steps.
Step 1: value the company. For a trading company, that usually means valuing its business as a going concern, often by capitalising maintainable earnings, then adding surplus assets the business does not need (such as excess cash or investments) and deducting debt. For an investment company, it often means the market value of its net assets.
Step 2: value the shares held. The company value is then applied to the particular parcel, taking into account its size, its class and the rights that come with it.
Step 2 is where a shares valuation differs from a business valuation, and where most of the questions sit.
Control and minority
What a shareholder can decide affects what a buyer would pay for the shares.
- A controlling holding can usually appoint the board, set dividends, decide strategy and sell the business. A buyer pays for that power.
- A minority holding usually cannot do any of those things. The holder takes the dividends the board decides to pay and has limited ways to exit.
- Holdings in between, such as 50% or a holding that can block special resolutions, carry some influence but not full control.
Depending on the purpose and the facts, a valuer may apply a discount to a minority holding for lack of control, and a further discount for lack of marketability, because private company shares cannot be sold on a stock exchange. There is no fixed percentage. The size of any discount must be explained by reference to the rights, the company and the evidence. Applying a discount out of habit, or to reach a convenient figure, is not independent valuation.
Share classes and agreements
The constitution and any shareholders' agreement can change the answer:
- Share classes. Ordinary shares, preference shares and discretionary dividend shares can carry very different rights to dividends, capital on winding up and votes.
- Pre-emptive rights. A requirement to offer shares to existing holders first limits who can buy.
- Transfer restrictions. Board approval for transfers narrows the market.
- Put, call, drag and tag rights. These set prices or exit routes in certain events.
- Buy-sell agreements. These may fix a price formula, which is not the same as market value for tax.
Where a share value is needed for CGT
- gifting or transferring shares to family, a trust or another related party: see gifting shares
- a shareholder leaving Australia: see leaving Australia
- a deceased estate: see deceased estates
- the small business CGT concessions on a share sale, where the company's assets and its turnover or net asset tests come into play
- 30 June 2027, for individuals and trusts that hold the shares: see companies and the 2027 changes
In each case your accountant or tax adviser confirms which shares are being valued and at what date.
What the valuation report covers for this purpose
The report identifies the company, the shares and their class, the holder, the valuation date and the purpose. It sets out the standard of value (market value), how the company was valued (method, maintainable earnings and adjustments, surplus assets and debt), how the company value was applied to the parcel, any discount or premium and its reasons, the rights under the constitution and agreements, market evidence, assumptions and limitations. It is signed by the valuer responsible. We follow the APES 225 guidelines on valuation services.
What we need from you
- the company's financial statements and tax returns for three years
- management accounts close to the valuation date
- the share register at the valuation date, showing every class
- the constitution and any shareholders' agreement or buy-sell agreement
- loan accounts between the company and shareholders or related parties
- details of assets not used in the business, such as cash reserves, property or investments
Our documents list has the full checklist.
Get a fixed fee
The fee is fixed by the annual revenue of the company's business, starting at $1,495 + GST for revenue under $1 million. Use the price tool below, or see pricing for every band.
General information only, current at 10 November 2026. We value businesses and business interests; we do not give tax advice. Your accountant or tax adviser decides whether a rule applies to you.