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A certified valuer will listen to your situation and answer any questions you may have, at no cost.
When a business, a property or a block of shares moves between entities your family or group already controls, the ATO and RevenueSA still look at what it was worth. We set that market value before anything is signed, so each rollover condition and each duty question is measured against a figure that will stand up later.
Indicative valuations from A$799. Certified Summary and Detailed reports from seven business days.
A restructure valuation fixes the market value, on the date of transfer, of each business, asset or interest moving between related entities. The federal rollover conditions, Division 7A and South Australian stamp duty all refer back to that figure, and a report made at the time protects the group when it is later sold, reviewed or divided.
Within a family group a restructure rarely feels like a transaction. The same people sign for both entities, often no money moves, and the documents are drawn up by the accountant who keeps the books. Because nobody is bargaining, nobody challenges the price, and the figure in the transfer deed tends to be book value or whatever number suited the paperwork.
The tax and duty rules start from the opposite assumption. For capital gains purposes a transfer between related parties is generally taken to happen at market value whatever the deed says, and the rollovers that defer the gain depend on conditions expressed in market value terms. In South Australia, RevenueSA administers stamp duty under the Stamp Duties Act 1923 (SA), and its assessment of a transfer of land, or of an interest in an entity that holds land, is not bound by the price related parties choose to record. Division 7A asks the question again whenever a private company moves value to a shareholder or associate. A book figure satisfies none of them.
Skipping the valuation defers the cost; it does not remove it. A restructure that rests on an assumed figure usually stays quiet until the business is sold, a sibling leaves, the bank reassesses its security or the ATO starts asking questions. By then the steps are done, and someone has to work out the market value on the day from whatever records survive.
We value restructures for South Australian groups of every size: a Salisbury electrical contractor moving into a company after years as a sole trader, a Lonsdale manufacturer lifting its factory out of the trading entity, a Lot Fourteen software business placing a holding company on top before raising capital, a Barossa family separating its vineyard land from the winemaking and cellar door business. Your accountant, tax adviser and lawyer design the steps and choose the rollover or exemption. We provide the values each step relies on and we stand behind them.
A certified valuer will listen to your situation and answer any questions you may have, at no cost.
The choice of rollover and any claim for duty relief belong to your advisers. Our job is the value against which each of those choices is measured, and these four regimes are where it is needed.
A private company that transfers an asset to a shareholder or associate for less than its worth, or lends money around the group without a complying loan agreement, risks a deemed dividend. Restructures create both situations without anyone meaning to. Only a market value can show whether the consideration was too low and by how much.
Putting a holding company on top, swapping shares or units, or rolling a sole trader's business into a company generally requires each owner to end up with the same proportionate market value interest they started with. Other rollovers compare what a party receives with what it gives. Where share classes, loan accounts or holdings are uneven, both sides of that comparison have to be valued.
RevenueSA assesses stamp duty under the Stamp Duties Act 1923 (SA) on transfers of South Australian land and, in some cases, on acquisitions of interests in entities that own it, looking at value rather than simply the price related parties record. Whether any exemption or concession is open to your steps is for your lawyer to confirm with RevenueSA. The Commissioner may also ask for land valuation evidence on its own.
A small business entity can transfer active assets to another entity as part of a genuine restructure without crystallising the gain, as long as ultimate economic ownership does not change. If the holdings before and after differ in form, that ownership condition is shown in value terms, and a contemporaneous valuation also helps demonstrate that the restructure served a real commercial purpose.
The tax office and RevenueSA are not the only ones relying on the numbers. A minority shareholder whose percentage has to be preserved, family trust beneficiaries whose assets are on the move, a lender whose security shifts to a new entity, a landlord asked to approve a lease assignment and an employee holding options all depend on them. For a retail or commercial lease, assignment to the new entity is governed by the lease and the Retail and Commercial Leases Act 1995 (SA), and the Small Business Commissioner (SA) can assist if landlord and tenant reach a deadlock. An independent value demonstrates that nobody gave up value along the way.
A new holding company over a trading company or trust. A business, a division, freehold premises or intellectual property moved from one entity to another. A discretionary trust varied, split or vested. A group divided between siblings or along business lines. A new shareholder admitted, or a departing one paid out. Dormant companies and cross-holdings tidied away. Vineyard land, farmland or factory premises separated from the operating business long before a sale.
We value every step at market value on the day it takes effect. A whole business moving between entities is valued as a business. A parcel of shares or units is valued with its rights, restrictions and voting position attached. An asset that moves on its own is valued on its own, and in a restructure it is often something nobody has ever priced: a trading name, a customer base, a software platform or the benefit of a lease.
For trading businesses the income approach takes the lead: maintainable earnings, adjusted for owner salaries, related-party rent and fees and non-recurring items, capitalised at a rate suited to the risk. Assets that sit off the balance sheet are valued the way a purchase price allocation would value them: relief from royalty for a brand or technology, multi-period excess earnings for customer relationships and contracts, and replacement cost for software built in house. Moving one of these across at nil when it clearly has value can create CGT, duty and Division 7A consequences in a single step.
The asset approach matters more in a restructure than on a sale, because so many South Australian restructures exist to hold freehold premises, vineyards and surplus assets away from the trading entity, whether that is a warehouse at Gepps Cross, a workshop at Wingfield or consulting rooms in North Adelaide. Land is valued on comparable sales and, where RevenueSA needs it, by a registered property valuer working alongside us. The market approach then checks the business value against transactions, so the figure used within the group is one an outside purchaser would recognise.
Very few of these problems show on the day. They surface on a sale, when a shareholder leaves, or during a review by the ATO or RevenueSA, by which time the steps cannot be reversed.
A restructure value may be relied on by the ATO, RevenueSA and any later buyer or lender, so a certified report is the usual choice. The Indicative report earns its place earlier, while the owners are still weighing whether the restructure is worth doing and what tax and duty it could trigger.
The report lists each asset and interest that moves, the valuation date, the standard and premise of value and the documents we relied on, then sets out the method and inputs for each one. Intangibles are valued separately with their assumptions disclosed. Where a rollover depends on proportions, the interests before and after are presented on one basis so the test can be read straight off the page, and land is reported on its own so the figure RevenueSA needs is kept apart from the tax figure.
Those who scrutinise a restructure later were not present when it was designed: a purchaser's due diligence team, a lawyer acting for a family member who has left, an ATO officer, a RevenueSA assessor or, if shareholders fall out, the Supreme Court of South Australia, where expert reports must comply with the court's expert evidence rules under the Uniform Civil Rules 2020 (SA). The report is written with that reader in mind. A certified valuer signs it, works through it with your tax adviser and lawyer while the steps are finalised, and defends it if it is challenged. Timing matters: a valuation done before execution can still reshape the steps, while one done afterwards can only record them.
What condition does this step test in market value terms, what is that value on the signing date, and which document proves it? Until all three have answers, the step is not ready.
Talk your situation through with a certified valuer before you commit to anything, at no cost.