- Moving business assets to a new entity is generally a CGT event, even between entities you own.
- The small business restructure rollover can defer income tax for a genuine restructure where ultimate economic ownership does not change, with aggregated turnover under $10 million.
- Under that rollover, the new entity takes over the old entity's cost, not market value.
- Market value is still often needed: for state duty, for related party rules if no rollover applies, and for sound records.
- Your accountant or tax adviser decides whether a rollover is available. We value the business or interest.
Why restructures trigger CGT
Owners restructure for good reasons: bringing in a company as the business grows, separating risky trading from valuable assets, or tidying up a structure set up years ago. The tax law treats most of these moves as a disposal. Transferring an asset to a new entity is generally a CGT event, even if you own both entities.
Without relief, a capital gain could arise on the business's goodwill and other assets at the time of the move, measured against market value where the parties are not dealing at arm's length. Rollovers exist so that genuine restructures do not have to trigger tax straight away.
The small business restructure rollover, in plain words
This rollover lets small businesses move active assets from one entity to another without an income tax liability at the time. In general terms, based on the ATO's guidance:
- Size. Each party must be a small business entity, or connected with or an affiliate of one, or a partner in a small business partnership, with aggregated turnover under $10 million.
- Assets. It covers active assets: CGT assets, trading stock, revenue assets and depreciating assets used, or held ready for use, in the business. It does not cover things like loans to shareholders.
- Genuine restructure. The transfer must be part of a genuine restructure of an ongoing business, not an artificial or tax-driven scheme. A safe harbour applies where, broadly, ultimate economic ownership of significant business assets does not change for three years afterwards.
- No change in who ultimately owns it. The individuals who ultimately own the assets must stay the same, each with the same share. Family trusts with a family trust election have an alternative test.
If it applies, the old entity is treated as receiving its own tax cost for each asset, and the new entity takes over that cost. No market value consideration is required. Pre-CGT assets keep their status, and for the 15-year exemption the new entity is treated as acquiring an asset when the old one did.
Your accountant or tax adviser decides whether the rollover is available and whether to choose it. Even where it applies, the ATO notes that the general anti-avoidance rule can still apply.
Other rollovers
There are other rollovers too. The ATO notes separate relief for businesses that do not meet the small business restructure rollover conditions, covering the transfer of a single asset or of all business assets into a company, if conditions are met. Each rollover has its own rules. Your adviser will tell you which, if any, fits.
Why values are still needed
A rollover changes the tax timing. It does not make value irrelevant:
- State duty. Duty on transferring a business or its assets is set by each state and territory. It is often payable by the buyer, may be worked out by reference to value, and the rules and exemptions differ from place to place.
- GST. Whether the transfer is a going concern, or GST applies, is a separate question.
- If the rollover does not apply in full. Assets outside the rollover, a failed condition, or a later change of ownership can bring the market value rules back into play. A value at the date of the restructure is far easier to support than one rebuilt later.
- The deal between the entities. Where the new entity issues shares, takes on debt or owes a price, the owners and any lender usually want to know what it is worth.
- Future events. The value at the restructure date gives the new structure a dated record for later sales, the small business concessions, and the 2027 changes. More on our 30 June 2027 page.
What the valuation report covers for this purpose
For a restructure, the Professional Valuation Report sets out:
- the business or interest moving, the old entity and the new
- the restructure date as the valuation date
- market value as the standard of value
- separate values for goodwill and the major asset groups where your accountant asks
- the method, earnings, adjustments, evidence, assumptions and limitations
- the signature of the valuer responsible
We value businesses and business interests, not land or buildings. If property moves too, your adviser may need a separate property valuation.
What we need from you
- Your adviser's outline of the restructure: entities, assets moving and the date
- Financial statements and tax returns for the last three years
- Management accounts up to the restructure date
- An asset register, stock figures, leases and key contracts
- The constitution, trust deed or partnership agreement for each entity
- Any duty or GST advice already received, so we value what is actually moving
Get a fixed fee
Our fee is fixed by the annual revenue of the business, starting at $1,495 + GST for revenue under $1 million. Revenue of $10 million or more is a custom fixed-fee quote. Use the price tool below or start here.
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.