Most restructures start with a simple sentence: "My accountant says I should be in a company." The sentence is usually right. The problem is that moving a running business is a sale for tax purposes. Without the right rollover, you can owe CGT on goodwill you never sold for cash, stamp duty on assets you still own, and GST on a transfer to yourself.
This page explains the rollovers we use, when each one fits, what they don't cover and how the 1 July 2027 CGT changes alter the maths. If you're starting fresh rather than moving an existing business, our business structure advice service is the better fit.
Watch out: This page is about restructuring a solvent business for tax and protection. If you're searching for "small business restructure" because the company can't pay its debts, you're looking for a formal insolvency process run by a registered practitioner. Talk to us about your ATO debt, and get insolvency advice before moving any assets.
When does a business restructure make sense?
The common triggers:
- A sole trader or partnership has outgrown personal tax rates and personal liability. Profit well above what you live on, staff, contracts with real risk.
- A company needs a holding company above it, so retained profits and valuable assets can sit away from the trading risk.
- Property or equipment sits in the trading entity and should move to a separate, safer entity.
- A sale is coming. The structure you sell from decides which CGT concessions you can use.
- A family member is joining or leaving the business, or ownership needs to change for succession.
- Assets are in the wrong name before the 30 June 2027 CGT changes.
Which CGT rollover fits your restructure?
There are several rollovers, and each has strict conditions. We test every route against your facts, because the one people have heard of isn't always the one that works best.
| Route | The move | Main conditions | What it covers | The catch |
|---|---|---|---|---|
| Small business restructure rollover (Subdivision 328-G) | A small business moves active assets to a different type of entity, such as sole trader to company or trust | Aggregated turnover under $10 million; a genuine restructure of an ongoing business; no change in who ultimately owns the assets (family trusts have an alternative test) | CGT assets, depreciating assets, trading stock and revenue assets | The new entity's 12-month clock for the CGT discount restarts; stamp duty and GST not covered |
| Transfer to a wholly-owned company (Subdivision 122-A) | An individual or trustee moves assets into a company they wholly own | You must own every share in the company just after; you receive only shares (the company can take on liabilities within limits) | CGT assets; pre-CGT status preserved | Wholly owned means wholly owned. A spouse with one share breaks it |
| Partnership to company (Subdivision 122-B) | All partners move their interests into a company | Every partner takes part; shares issued in the same proportions as their partnership interests | CGT assets | One partner out, no rollover |
| Interposing a holding company (Division 615) | Shareholders swap all their shares in a company for shares in a new holding company | Every share swapped; nothing but shares received; same proportions; a formal choice made on time | Shares in the original company | Any cash or other benefit in the deal can kill the rollover |
| Small business CGT concessions (Division 152) | Not a rollover. You pay CGT on the transfer, then reduce or eliminate it | Turnover under $2 million or net assets of $6 million or less; the active asset test; extra conditions for each concession | Can reduce a gain to nil, and give the new entity a full market value cost base | Needs careful sequencing; the $500,000 retirement exemption is a lifetime limit per person |
Our restructure rollover agent works through every row against your facts and shows the routes side by side, including the ones that fail and why. A qualified accountant checks the conditions and decides what to recommend. The rollover is a choice you make, so it needs to be documented properly in the year of the transfer.
What rollovers don't cover
A CGT rollover deals with income tax only. Every restructure we advise on is checked for these four things:
- Stamp duty. Each state taxes transfers of business assets, land and sometimes shares differently. Several states offer concessions for corporate reconstructions or small business restructures, each with its own conditions. Never assume a CGT rollover brings a duty exemption with it. Our state taxes agents work through the duty in your state.
- GST. Transferring a business can be a GST-free going concern if the conditions are met, including a written agreement. Get it wrong and GST applies to the full value.
- Division 7A. Once a company is in the picture, money flowing between the company and the family is subject to Division 7A. A rollover doesn't change that. Our Division 7A guide explains the rules.
- Pre-CGT status and the discount clock. Different routes treat the original acquisition date differently. Some keep it; the small business rollover restarts the 12-month clock for the CGT discount in the new entity.
Should you roll over or pay some tax now? A worked example
Hypothetical, rounded. Not advice for your circumstances.
Say a 52-year-old engineer runs a consultancy as a sole trader. Turnover is $1.2 million, his business net assets are well under $6 million, and he has run the business for 10 years. The goodwill is worth about $400,000 and cost him nothing. He wants to move into a company owned by his family trust before 30 June 2027.
Option A: small business restructure rollover. No CGT now. But the company takes the goodwill at the owner's cost, which is nil.
Option B: transfer at market value and apply the small business concessions. The owner makes a $400,000 gain. The 50% CGT discount takes it to $200,000, the 50% active asset reduction takes it to $100,000, and the retirement exemption can cover the last $100,000. Because he is under 55, that $100,000 must be paid into his super. The company owes him $400,000 for the goodwill, which it can repay him over time without further tax.
| Option A: rollover | Option B: concessions now | |
|---|---|---|
| CGT on the transfer | Nil | Nil, if every concession condition is met |
| Retirement exemption used | None | $100,000 of his $500,000 lifetime limit |
| Company's cost for the goodwill | Nil | $400,000 |
| Money the company owes the owner | Nil | $400,000, repayable to him tax-free |
| If the company later sells the goodwill for $600,000 | Gain of $600,000 in the company. Companies get no CGT discount, so tax of $150,000 to $180,000 unless concessions apply then | Gain of $200,000; tax of $50,000 to $60,000 at the company rate |
In this example, paying "nil tax with concessions" now beats "nil tax with a rollover", because it lifts the company's cost base and gives the owner a tax-free loan account to draw on. But it only works if every condition for every concession is met, including the turnover or net asset test, the active asset test and the super contribution timing. Get one wrong and the gain is taxable. That's why we model both before anything moves. Our page on capital gains tax advice and our guide to the small business CGT concessions cover the conditions.
Stamp duty on goodwill and equipment depends on the state and isn't included above. In some states it changes the answer.
Why does 30 June 2027 change the restructure maths?
This is law. Under the Treasury Laws Amendment (Tax Reform No. 1) Act 2026, from 1 July 2027 the 50% CGT discount is replaced by cost-base indexation for growth that accrues from that date, for individuals, trusts and partnerships. Individuals also face a new 30% minimum tax on certain capital gains accruing from that date. Gains up to then keep the current treatment.
For restructures, that means:
- A transfer before 30 June 2027 gets the full 50% discount on the whole gain. That discount is the first step in the concession stack in the example above. After that date, only the pre-July 2027 part of a gain keeps the discount.
- Rollovers still defer the tax, but the deferred gain will later be taxed under whatever rules apply when the asset is sold.
- Companies never had the discount, so this is mainly about individuals, partnerships and trusts moving assets into companies or other structures.
- If you're already in the right structure, don't restructure for the sake of it. You'll want market valuations at 30 June 2027 instead.
Full detail is in our guides to the 30 June 2027 tax changes and CGT discount changes.
This is not law. The Treasury Laws Amendment (Tax Reform No. 3) Bill 2026, introduced on 14 October 2026, proposes a 30% minimum tax on discretionary trust income from 1 July 2028 and a rollover for families who restructure out of a discretionary trust between 1 July 2027 and 30 June 2030. If your business runs through a discretionary trust, we'll model what the Bill would mean, but we won't restructure the trust until we know whether it passes and in what form. Moving early could cost you duty and CGT that the proposed rollover would have relieved. Our guide to the discretionary trust tax changes tracks it.
How does a restructure with BPAG work?
- Free strategy call. We find out what you own, how it's held and why you want to change. Sometimes the answer is "don't", and we'll say so.
- Asset register and valuations. We list every asset: goodwill, equipment, stock, debtors, property, contracts. Where values matter, we arrange or brief valuations.
- Route comparison. Every rollover and the concessions option, side by side, with stamp duty, GST and Division 7A for each. Our CGT agent and restructure rollover agent do the first pass; your accountant checks it.
- Written advice. A plain-English recommendation, with the costs of getting there and the ongoing savings.
- Implementation. New entities registered, ABNs and GST, sale or transfer agreements briefed to your solicitor, duty assessments lodged, employees and payroll moved, Xero files split.
- Lodgement. The year-end tax returns record the rollover choices and the transfer, with the workpapers kept on file for the ATO.
Every figure is drafted by our AI agents and checked by a qualified accountant. Nothing goes to you, your solicitor or the ATO without a person approving it.
How long does a restructure take?
| Stage | Typical time |
|---|---|
| Advice and route comparison | Two to four weeks once we have your documents |
| New entities registered | A few days |
| Valuations | Two to four weeks, depending on the valuer |
| Lender and landlord consents | The slowest part; start early |
| Transfer documents and duty | Two to six weeks, depending on the state |
| Employees and payroll moved | Usually at the start of a pay cycle or quarter |
If you want a transfer completed before 30 June 2027, start the conversation in early 2027 at the latest. Lenders and valuers get busy close to June.
What does a restructure cost?
We quote a fixed fee once we've seen the assets and entities involved, before we start. Valuations, legal documents and stamp duty are separate costs we'll estimate for you up front. Once restructured, most groups run on one of our fixed-price plans; see our pricing. If a sale is the end goal, our selling a business service picks up from here.
What should you send us?
- Two years of financial statements and tax returns for every entity
- A list of business assets with rough market values and acquisition dates, including goodwill
- Existing trust deeds, company constitutions, partnership or shareholder agreements
- Leases, finance agreements and anything you've personally guaranteed
- Employee list and current payroll setup
- Any past restructures or rollovers, with the dates
- What you want the new structure to achieve
The bigger picture of structure and protection sits on our business structuring and asset protection page.
Frequently asked questions
Do I need a new ABN when I move my business into a company?
Yes. The company is a new legal entity, so it needs its own TFN and ABN, and its own GST registration if it meets the threshold. Your old ABN is cancelled once the sole trader or partnership business stops. Contracts, supplier accounts, bank feeds and payroll all move to the new entity.
Can I use the small business restructure rollover more than once?
There's no rule limiting it to a single use, but every transfer must be part of a genuine restructure of an ongoing business and must not change who ultimately owns the assets. Repeated shuffling with no clear business purpose is exactly what the genuine restructure test is designed to catch.
What happens to my employees in a restructure?
Their employment usually transfers to the new entity. Leave balances and continuity of service generally carry over where the new employer is an associated entity, but the transfer needs to be handled properly under the Fair Work rules and the award. Payroll, super funds and single touch payroll records also move across.
Does a restructure affect my bank loans and leases?
Usually. Most loans and leases need the lender's or landlord's consent to be transferred, and they will often ask for new personal guarantees. Start those conversations early, because consent is often the slowest part of the whole restructure.
Is a restructure the same as voluntary administration or small business restructuring?
No. A tax restructure reorganises a solvent business. Small business restructuring under the Corporations Act is a formal insolvency process for companies that can't pay their debts, run by a registered restructuring practitioner. If you're behind on debts, get insolvency advice first.
Official sources
General information only, current as at 18 October 2026. It is not personal tax, legal or financial product advice and doesn't take your circumstances into account. Talk to us before you act. Where a recommendation needs a licensed financial adviser or a solicitor, we work alongside them.