Market value for a restructure, or a transfer between people who are connected.
Your fixed fee
- Your fee is put in writing first and does not move with the value.
- A second valuer checks each report before signing.
- The working file stays on record for ten years.
- The report carries the name of the valuer who signs it.
When a business moves into a company, a holding company goes on top, or shares pass from a parent to a child, no outside buyer sets the price. The tax and duty rules then look to market value, and an independent valuation is the evidence of it.
Fee guide
Under $2 million of turnover: $1,495 + GST, signed report in 2 business days. $2 million to $3 million of turnover: $2,495 + GST, signed report in 3 business days. $3 million to $10 million of turnover: $3,495 + GST, signed report in 3 business days. Above $10 million we quote the fee in writing and agree the delivery date with you first. Delivery time starts once payment and all required information have been received.
- $1,495 + GSTThe fixed fee where turnover is below $2 million, put in writing before we begin
- 2 business daysFrom payment and complete information to a signed small-business report
- 32 York StOur Sydney office, in the CBD. Most of the work is done from your documents and a call
- 10 yearsHow long the working file behind each report is kept
Delivery time starts once payment and all required information have been received.
A restructure valuation says what a business, or a parcel of shares or units, was worth on the market on the day it moved from one connected owner to another. Sydney accountants and lawyers ask for one when a sole trader or a partnership moves into a company, when a holding company is placed above a trading company, when a trust is replaced by a company, or when a parent passes shares to a child. Because the two sides are connected, the price they pick proves nothing. Several tax rules, and some duty rules in New South Wales, look to market value in its place. The report gives that figure as at the date of the transfer, with the reasons.
Why a price between connected parties is not evidence
When strangers bargain, each pushes for their own side and the price they reach says something about value. When the seller and the buyer are the same family, or the same person wearing two hats, nothing tests the figure. It can be set at whatever suits.
The tax and duty rules deal with that by asking a different question: what would parties dealing at arm’s length have agreed? These are the transactions where that question comes up most:
- ·A sole trader or a partnership incorporating the business
- ·A holding company being put on top of an existing company
- ·A business or an asset moving out of a trust and into a company
- ·One company in a group selling a business or an asset to another
- ·A company selling or giving an asset to one of its shareholders
- ·Shares or units passing between relatives, by sale or by gift
The roll-overs that turn on market value
A roll-over lets a capital gain be deferred when a business changes its legal form and its owners stay the same. Several roll-overs in the Income Tax Assessment Act 1997 have a condition written in terms of market value:
- ·Moving assets into a company you wholly own (Subdivision 122-A, and 122-B for partners): the shares issued to you have to match the assets you hand over in market value, closely enough to be "substantially the same", net of any liabilities the company assumes
- ·Placing a new company above an existing one (Division 615): each owner’s proportion of the market value of the new company’s shares must equal their proportion of the old shares or units
- ·Swapping shares for shares (Subdivision 124-M): where the parties are not at arm’s length and the other tests in the section are met, the market value coming back to the holder must at least substantially match that of the interest given up
- ·A trust handing its assets to a company (Subdivision 124-N): each owner’s new interests must be worth at least substantially as much, at market value, as the interests held before. The Act notes that this roll-over is not available to a discretionary trust
- ·A demerger (Division 125): each owner’s proportion of the total market value must be the same after the demerger as it was before
One roll-over that works differently
Subdivision 328-G, the roll-over for restructures of small businesses, is the exception. The ATO’s guidance is that assets may move under it without market value being paid for them, and indeed without anything being paid. Its conditions are of another kind, including that the business is ongoing and the restructure genuine, and that the transaction does not materially change who ultimately owns the assets, or in what shares (section 328-430).
Every roll-over has more conditions than the ones set out on this page. Which one fits, and whether its conditions are met, is for your tax adviser to decide. The valuation supplies the market values those conditions refer to.
When a company deals with its own shareholders
Under Division 7A, which sits in the Income Tax Assessment Act 1936, some payments, loans and forgiven debts that a private company makes to one of its shareholders, or to a shareholder’s associate, can be treated as dividends. A transfer of property counts as a payment. The Act measures it by asking what arm’s length parties would have paid for that property, and then taking off whatever the recipient gave for it (section 109C).
So when a company passes a business, a client list or another asset to one of its owners, the figure that matters is the arm’s length amount on that day. The Division has exceptions and limits of its own, and your accountant applies them. Our part is the arm’s length figure.
Transfers inside a family
A parent who gives shares to a child, or sells them for a token sum, has still disposed of them. For capital gains tax the parent can be treated as having received the market value of the shares, either because nothing was paid, or because parent and child were not at arm’s length and the price was not the market value (Income Tax Assessment Act 1997, section 116-30). The child’s cost can be set at market value by the matching rule in section 112-20.
That makes the market value on the day of the gift a number both generations need, the parent for the tax return that year and the child for the day they sell. A valuation written at the time, from the records as they stood, is far easier to rely on later than one rebuilt from memory.
What the report covers
The report names the transaction, the date and the thing being valued: the business, the company, or a parcel of shares or units. It sets out the earnings, the method, the evidence and the conclusion. Where a restructure has several steps, it can give a value for each thing that moves at each step, as at the date it moves.
It can also be prepared for an earlier date, drawing only on what was known or knowable then. It does not say whether a roll-over or a concession applies. That is tax advice, and it stays with your adviser.
Duty in New South Wales when a structure changes.
A restructure that is neutral for income tax is not always neutral for duty. These are the points in Revenue NSW’s guidance that most often touch a restructure. Your lawyer advises on them. We set them out because each one turns on a value.
Land, leases and fixtures still carry duty
Revenue NSW says duty is not charged on goodwill, intellectual property or statutory licences. It is charged where land or an interest in land moves, and its examples of an interest in land include a commercial or retail lease and fixtures. Its ruling on consideration says the dutiable value is whichever is greater, the consideration or the property’s unencumbered value, so a nominal price between related entities does not lower the figure that duty is worked out on.
A concession for corporate groups
For an eligible corporate reconstruction or consolidation transaction that occurs on or after 1 February 2024, Revenue NSW says the duty is reduced to 10 per cent of the duty that would otherwise be charged. The group has to meet Revenue NSW’s tests, and the concession is claimed through Revenue NSW’s application process.
Trusts and beneficial ownership
For transactions entered into on or after 19 May 2022, Revenue NSW says duty applies to a transaction that results in a change in the beneficial ownership of dutiable property, with some transactions excluded. Dutiable property becoming the subject of a trust is one of the changes it lists. Its guidance says that in most circumstances evidence of value will be required.
Paying with shares
A restructure is often paid for in shares and not in cash. Revenue NSW says that where any part of the consideration is non-monetary, for example shares, evidence of the value of that consideration is required. Valuing shares in a private company is our work. If shares or units in an entity that holds land change hands, landholder duty can apply as well, and valuing the land is a property valuer’s job.
What the valuer will ask you for.
Nothing is needed to ask for your fee. Once you go ahead, these are the records we usually ask for, sent through our secure client portal.
- ·The step plan or advice from your accountant or lawyer, showing what moves and when
- ·Three years of accounts and tax returns for each entity involved
- ·Management accounts up to the date of the transfer
- ·The trust deed, constitution and any shareholders agreement
- ·A list of the assets and liabilities that are moving
- ·Loans between the entities and their owners
- ·The lease, if premises are part of what moves
- ·The date of each step, including any date in the past
Restructures and related-party transfers: questions we are asked.
Do I need a valuation to restructure my business?
It depends on the route your adviser has chosen. Several roll-overs have a condition written in terms of market value, and where the two sides are connected the CGT rules can disregard the figure they agreed and use market value. Where a condition like that applies, a valuation is the evidence that it was met. Your tax adviser will say which values the plan needs.
Is a valuation needed for the small business restructure roll-over?
Not for the roll-over itself. The ATO says the assets can be transferred under it for less than market value, or for nothing. It has other conditions, including that the restructure is genuine and the business ongoing. Whether a valuation is still wanted, for example for another tax or for duty, is for your adviser to judge. We can tell you what a valuation would and would not cover.
Can I transfer shares to my children for one dollar?
You can put any price on the transfer. For capital gains tax, though, the law can treat the transfer as if you had been paid what the shares were worth on the market, because you and your children are not at arm’s length, and can set your children’s cost at that figure as well. What that means for your tax is for your accountant. The valuation gives the market value on the day.
Is duty payable in NSW on a restructure?
It depends on what moves, and your lawyer will advise. In general terms, Revenue NSW does not charge duty on goodwill, but it does where land, a lease or fixtures move, and landholder duty can apply to shares or units in an entity that holds New South Wales land. An eligible corporate reconstruction on or after 1 February 2024 is charged 10 per cent of the usual duty.
Can you value the business as at a date in the past?
Yes. A valuation can be prepared as at an earlier date, such as the day a restructure took effect. It uses the information that was known or could have been known on that date, and leaves out what happened afterwards. The report says what records it relied on and where the passing of time has limited what could be checked.
Who should instruct you: the owner, the accountant or the lawyer?
Any of them. In a restructure the accountant or lawyer has usually drawn the step plan, so they are often the ones who tell us what has to be valued and at which dates. The engagement can be with the owner or with the adviser. Either way we need the plan itself, because a value for the wrong thing or the wrong date does not help.
Where the rules on this page come from
This page describes the rules in general terms. It is not legal, tax or duty advice: your lawyer or accountant advises on how a rule applies to you.
- ·Income Tax Assessment Act 1997, section 122-20 (assets to a wholly-owned company), ATO legal database
- ·Income Tax Assessment Act 1997, section 615-20 (interposing a company), ATO legal database
- ·Income Tax Assessment Act 1997, section 124-780 (scrip for scrip), ATO legal database
- ·Income Tax Assessment Act 1997, section 124-860 (trust to company), ATO legal database
- ·Income Tax Assessment Act 1997, section 125-70 (demergers), ATO legal database
- ·Income Tax Assessment Act 1997, section 328-430 (small business restructure roll-over), ATO legal database
- ·Small business restructure roll-over, Australian Taxation Office
- ·Income Tax Assessment Act 1936, section 109C (Division 7A payments), ATO legal database
- ·Income Tax Assessment Act 1997, section 116-30 (market value substitution rule), ATO legal database
- ·Income Tax Assessment Act 1997, section 112-20 (market value substitution rule for cost base), ATO legal database
- ·Business purchases (transfer duty), Revenue NSW
- ·Revenue Ruling DUT 033: consideration for duties transactions, Revenue NSW
- ·Corporate reconstructions and consolidations, Revenue NSW
- ·Change in beneficial ownership of dutiable property, Revenue NSW
- ·Determining dutiable value, Revenue NSW
- ·What is landholder duty, Revenue NSW
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Page last reviewed on 15 November 2026. Business Valuations Sydney, 32 York Street, Sydney NSW 2000.
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