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Shifting a business, a property or a parcel of shares between entities your family already controls is still treated as a market value transfer by the ATO and the Queensland Revenue Office. We set that value before anything is signed, so every rollover condition and duty question is measured against a figure that will last.
Indicative valuations from A$799. Certified Summary and Detailed reports from seven business days.
A restructure valuation fixes the market value, on the transfer date, of every business, asset or interest moving between related entities. Federal rollover conditions, Division 7A and Queensland transfer and landholder duty are all tested against that figure, and a contemporaneous report protects the group when it is later sold, audited or divided.
Within a family group, a restructure rarely feels like a transaction. The same people sit on both sides, money often does not move, and the documents come from the accountant who already keeps the books. Because nobody is bargaining, nobody tests the price, and the figure in the transfer documents is often the written-down book value or whatever number was handy.
Tax and duty law work from the opposite direction. For capital gains purposes a transfer between related parties is treated as made at market value whatever the documents say, and the rollovers that defer the gain depend on conditions framed in market value. In Queensland, transfer duty under the Duties Act 2001 (Qld) is generally assessed on the higher of the consideration and the unencumbered value of the land, and landholder duty can apply to a transfer of shares or units in an entity holding Queensland land. Where a private company shifts value to a shareholder or associate, Division 7A asks the question again. None of these regimes treats a book figure as evidence.
Skipping the valuation defers the cost rather than avoiding it. A restructure built on an assumed value usually sits untouched until the group is sold, a family member leaves, the bank revisits its security or the ATO opens a file. By then the steps are done, and the market value on the day has to be rebuilt from whatever records survive.
We value restructures for Gold Coast groups of all sizes: a Nerang electrical contractor incorporating after years as a sole trader, a family moving its Yatala factory out of the operating company before the next expansion, a Robina software business inserting a holding company ahead of a capital raise, or a Hope Island family dividing a tourism business and its Surfers Paradise accommodation assets between siblings. The steps, and the choice of rollover or exemption, are for your accountant, tax adviser and lawyer. Our role is the value behind each step, and we stand behind those figures.
A certified valuer will listen to your situation and answer any questions you may have, at no cost.
Your advisers pick the rollover and decide whether any duty relief can be claimed. Our part is the value each of those decisions is measured against, and these are the four regimes that ask for it.
Putting a holding company on top, swapping shares or units, or rolling a business into a company generally requires each owner to leave the new structure with the same proportionate market value interest they brought to it. Other rollovers compare what a party receives with what it gives up. Once share classes, loan accounts or holdings are uneven, both sides of that comparison need valuing.
A small business entity may transfer active assets to another entity as part of a genuine restructure without realising a gain, as long as ultimate economic ownership is unchanged. If the holdings before and after differ in form, that ownership test is shown in value terms, and a contemporaneous valuation also helps establish that the restructure served a real commercial purpose.
The Queensland Revenue Office assesses transfer duty on Queensland land, and landholder duty on significant interests in companies and unit trusts that hold it, by reference to value rather than the price related parties chose to record. The Duties Act 2001 (Qld) provides relief for some corporate reconstructions, subject to an application and to conditions about how the entities are related before and after the transfer. The Commissioner may ask for separate evidence of land value.
A private company that transfers an asset to a shareholder or associate below its worth, or lends money around the group without a complying loan agreement, risks a deemed dividend. Both happen easily, and usually by accident, when a group is reorganised. Only a market value reveals whether the consideration fell short, and by how much.
The ATO and the Queensland Revenue Office are not the only readers. A minority shareholder whose proportion must be preserved, the beneficiaries of a trust whose assets are moving, a lender whose security lands in a new entity, a landlord asked to consent to an assignment and an employee holding options all rely on the values. Assigning a retail shop lease to the new entity is governed by the Retail Shop Leases Act 1994 (Qld), and the Queensland Small Business Commissioner can assist where landlord and tenant reach a stalemate, which happens often enough with tenancies in Gold Coast shopping centres and along the Surfers Paradise and Broadbeach strips. An independent figure shows that none of these parties lost value along the way.
Adding a holding company above a trading company or trust. Relocating a business, a division, freehold premises or intellectual property into a different entity. Amending, dividing or vesting a family trust. Separating a group between siblings or by business line. Bringing in a new shareholder, or settling with one who is leaving. Tidying up dormant companies and cross-holdings left over from earlier years. Ring-fencing the assets a buyer will want, well before any sale.
Every step is valued at market value on the day it takes effect. When a whole business moves, that is an ordinary business valuation. When a parcel of shares or units moves, it is valued with the rights, restrictions and voting position attached to it. When a single asset moves by itself, it is valued by itself, and in a restructure that is often something nobody has priced before: a trading name, a client base, a software platform or the benefit of a lease.
For trading businesses the income approach leads: maintainable earnings, adjusted for owner salaries, related-party rent and fees and non-recurring items, capitalised at a rate suited to the risk. Where trade is seasonal or tied to tourism and the events calendar, as it is for much of the Gold Coast hospitality and accommodation sector, earnings are measured over a full cycle rather than one peak year. Off-balance-sheet assets are valued using purchase price allocation methods: 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 plainly has value can set off CGT, duty and Division 7A consequences together.
The asset approach matters more in a restructure than on a sale, because many Gold Coast restructures are designed to lift freehold premises and surplus assets out of the trading entity, whether that is a factory at Molendinar, a marine workshop at Coomera or consulting rooms in Southport. Land is valued on comparable sales and, where the Queensland Revenue Office requires it, by a registered property valuer working alongside us. The market approach then checks the business value against transactions, so the figure used inside the group is one an outside purchaser would accept.
Few of these problems are visible on the day. They surface on a sale, a shareholder's exit or a review by the ATO or the Queensland Revenue Office, once the steps can no longer be reversed.
A restructure valuation may end up in front of the ATO, the Queensland Revenue Office and a future buyer or lender, so a certified report is the usual choice. The Indicative report is most useful at the earlier stage, when the owners are still judging whether the restructure is worthwhile and what it might cost in tax and duty.
The report lists every asset and interest that moves, the valuation date, the standard and premise of value and the documents relied on, then the method and inputs for each item. Intangibles are valued on their own, with assumptions stated. Where a rollover depends on proportions, the before and after interests appear on one basis so the test can be read straight off the page, and land is reported separately so the figure the Queensland Revenue Office needs is kept apart from the tax figure.
Those who examine a restructure later were not present when it was planned: a buyer's due diligence team, a lawyer acting for a family member who has left, an ATO case officer, a duty assessor or, if shareholders fall out, the Supreme Court of Queensland, where expert reports must comply with Chapter 11 Part 5 of the Uniform Civil Procedure Rules 1999 (Qld). Smaller disputes may run in the District Court of Queensland, which sits at the Southport courthouse and applies the same rules. The report is written for that reader. A certified valuer signs it, works through it with your tax adviser and lawyer while the steps are finalised, and will defend it if it is challenged. Timing matters: a valuation obtained before execution can still change the steps, whereas one obtained afterwards can only record them.
For each step, ask which condition it measures in market value, what that value is on the signing date, and which document records it. A step that cannot answer all three is not ready to sign.
Talk your situation through with a certified valuer before you commit to anything, at no cost.