--- title: "Private Company Share and Unit Trust Valuations in Sydney" url: https://businessvaluationssydney.com.au/services/share-and-unit-valuation/ description: "Independent valuations of private company shares and unit trust units in Sydney, for transfers, new issues, staff share plans and tax. Signed report." updated: 2026-11-15 --- # What a parcel of shares or units is worth when there is no market to tell you. ## 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](https://businessvaluationssydney.com.au/about/). A share in a private company, like a unit in a unit trust, is not traded anywhere, so its value has to be worked out. We value the whole company or trust first, then the parcel you hold and the rights that come with 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. Get my fixed fee[See every fee](https://businessvaluationssydney.com.au/fees/) - $1,495 + GST The fixed fee where turnover is below $2 million, put in writing before we begin - 2 business days From payment and complete information to a signed small-business report - 32 York St Our Sydney office, in the CBD. Most of the work is done from your documents and a call - 10 years How long the working file behind each report is kept Delivery time starts once payment and all required information have been received. A share or unit valuation puts a figure on a holding in a private company or a unit trust. Sydney owners ask for one when shares pass between members of a family, when an investor or a key employee is coming in, when units in a trust change hands, or when an accountant needs a market value for tax. The work has two steps. The whole company or trust is valued first. Then the parcel is valued, and that depends on its size and on the rights attached to it under the constitution, the trust deed and any agreement between the owners. A small parcel is not always worth its simple proportion of the whole. ## Why private shares and units have to be valued A listed share has a price every trading day. A share in a private company has none. A proprietary company can have no more than 50 non-employee shareholders, with joint holders counted as one (Corporations Act 2001, section 113). A family or founder-owned company usually has only a handful, and its constitution often says who a share may be sold to and on what terms. So there is no market price to look up, and the last price anyone paid may be years old or may have been set between relatives. The value has to be reasoned from the business itself: what it earns, what it owns, what it owes and what an informed buyer would pay for a holding like yours. The signed report is $1,495 + GST where turnover is below $2 million, ready in 2 business days, and $2,495 + GST from $2 million to $3 million, ready in 3 business days. Delivery time starts once payment and all required information have been received. Get my fixed fee[See every fee](https://businessvaluationssydney.com.au/fees/) ## Two steps: the whole, then the parcel The first step values the company or trust as a whole. That starts with the earnings the business can be relied on to make, the method that suits it and the evidence of what buyers pay for businesses of its kind. Debt comes off. Cash and other assets that are surplus to the trading business are added. What is left is what the shares, or the units, are worth taken together. The second step turns to the parcel. These are the things it looks at: - How large the holding is, and what it can and cannot decide - The class of share, and its rights to dividends, votes and capital - What the constitution or trust deed says about transfers and about who may buy first - Any shareholders agreement or unitholders agreement, including a pricing clause - Loans between the entity and its owners, which belong to the lender and not to the parcel ## Discounts: when a small holding is worth less, and when it is not A holding that cannot appoint the directors, set the dividend or force a sale gives its owner less than a controlling stake does, and a buyer will usually pay less for it. A holding that is hard to sell is worth less than one that can be sold tomorrow. Those are the two discounts people argue about most, for lack of control and for lack of marketability. Whether either applies depends on why the shares are being valued. An agreement between the owners may rule a discount out. One part of the Corporations Act 2001 sets its own basis: in a compulsory acquisition under Chapter 6A, fair value is worked out for the company as a whole, then allocated among the classes of shares, then shared pro rata within each class with no premium and no discount (section 667C). That rule is for that Chapter only. Everywhere else the basis comes from the agreement or from the purpose, and the report says which basis it has used and why. ## Units in a unit trust are not shares A unit trust is run by a trustee under a trust deed, and a unit is a fixed entitlement to the income and capital of the trust. Unit trusts are common where unrelated families own a business or a property together, because each family can hold its units in its own way. The deed is the starting point. It may say how units are issued and redeemed, and at what price. It may give the other unitholders the first right to buy. The value of a unit then depends on what the trust owns at market value, what it owes, including distributions that have been declared but not paid, and what the deed lets a unitholder do. If the trust owns land, a property valuer values it and we carry that figure into the value of the units. ## New investors and staff share plans When an investor subscribes for new shares, the question is what the company is worth before the money arrives, because that decides how much of it the new shares buy. When shares or options go to employees, the tax result can turn on their market value on the day. For the employee share scheme start-up concession, the ATO has set out two safe harbour ways of valuing unlisted ordinary shares. In the first, the value is set by the chief financial officer of the company, or by a valuer the instrument calls suitable, and the directors endorse it. The second is a net tangible assets method that is open only to companies that meet set conditions. By suitable, the instrument means someone who has the skill, the knowledge and the experience to determine the market value of unlisted shares in a company. Whether your company can use the concession at all is for your tax adviser. ## When the price on the transfer form is not the market value Shares and units often move between relatives, or between a person and their own company or trust, for a nominal sum or for nothing. Tax law does not have to accept that figure. For capital gains tax, the person disposing of the holding can be treated as having received its market value where nothing was paid, or where the two sides were not at arm’s length with each other and the amount paid was not the market value (Income Tax Assessment Act 1997, section 116-30). A matching rule can set the cost of the person acquiring it at market value as well (section 112-20). Both rules have exceptions, and how they apply to you is for your accountant. The valuation supplies the figure they both refer to: market value on the day of the transfer. In New South Wales ## Shares, units and duty in New South Wales. Duty is a question for your lawyer, and we do not advise on it. It still helps to know which value Revenue NSW looks at when shares or units change hands, because it is not the value of the shares. ### A transfer of shares or units on its own Duty on transfers of marketable securities was abolished in New South Wales from 1 July 2016. The change was announced in the 2014 State budget and is recorded in Revenue NSW’s notes on it. The duty that can still apply when shares or units are bought is landholder duty. ### Landholder duty, where the company or trust holds land Revenue NSW uses the word landholder for a unit trust or company whose land in New South Wales is worth $2 million or more on an unencumbered basis, which means without regard to any mortgage. A person who acquires a significant interest in one may have to pay landholder duty. For acquisitions on or after 1 February 2024, Revenue NSW sets a significant interest at half or more of a private company, and at one fifth or more of most private unit trusts. An acquisition statement has to be lodged, and the duty paid, within three months. ### What is valued for that duty Landholder duty is worked out on the land holdings and goods of the company or trust, at the same rates as transfer duty, and not on what the shares, the units or the business are worth. Revenue NSW asks for a formal valuation of the land holdings by a suitably qualified person. That is a property valuer’s work and we do not do it. Where a deal needs both, the land valuation and our valuation of the shares or units can be prepared to the same date. ## 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 company constitution or the unit trust deed - Any agreement between the shareholders or the unitholders - The register of shares or units, by class and by holder - Three years of accounts and tax returns for the company or trust - Management accounts for the current year - Loans to or from shareholders or unitholders, and any unpaid distributions - Any earlier share or unit transactions, with the dates and prices - What the valuation is for, and the date the holding is to be valued at ## Shares and units: questions we are asked. ### How are shares in a private company valued? In two steps. The company is valued as a whole, from what it reliably earns, what it owns and owes, and what buyers pay for businesses like it. The parcel is then valued from its size and its rights. The report shows both steps and every adjustment between them, so a reader can follow how the figure for the parcel was reached from the figure for the company. ### Is a minority shareholding worth less than its proportion of the company? It can be. A holding that carries no control, and that few people would want to buy, is often worth less than its simple proportion. But the answer depends on the purpose. A shareholders agreement may say that no discount applies, and some settings call for a straight proportion. Tell us what the valuation is for and the report will state the basis it uses. ### How is a unit in a unit trust valued? From the trust deed and the trust’s net assets. The deed sets the rights of a unit and may set a price for issues and redemptions. The assets are taken at market value, not at the figures in the accounts, and the liabilities include any distributions owing to unitholders. If the trust runs a business, the business is valued in the same way as a company would be. ### Is duty payable when shares or units are transferred in NSW? A lawyer can answer that for your transfer. In general terms, New South Wales abolished duty on transfers of marketable securities from 1 July 2016. Landholder duty can still apply where the company or unit trust holds land in New South Wales worth $2 million or more before any mortgage is counted, and the buyer ends up with a significant interest as Revenue NSW defines it. ### Can you value shares for an employee share scheme? Yes. Where a company is using the start-up concession, the ATO’s first safe harbour method allows the value to be worked out by a suitable valuer and endorsed by the directors. We prepare the valuation. Your tax adviser confirms whether the company meets the conditions of the concession and which method fits. ### Why not use the net assets shown in the accounts? Because a balance sheet is a record of cost, not of value. It usually leaves out goodwill that the business built for itself, and it shows equipment and property at what was paid less depreciation. For a company that trades, most of the value is often in earnings the accounts do not put a figure on. Net assets are a cross-check, and for some asset-holding entities they are the right method. Valuations that often sit beside this one - [Partner and shareholder buyout valuations in Sydney](https://businessvaluationssydney.com.au/services/partner-and-shareholder-buyout-valuation/) - [Restructure and related-party transfer valuations in Sydney](https://businessvaluationssydney.com.au/services/restructure-and-related-party-valuation/) - [Tax and CGT valuations in Sydney](https://businessvaluationssydney.com.au/services/cgt-and-tax-valuation/) - [Every valuation service](https://businessvaluationssydney.com.au/services/) Where in Sydney - [Sydney CBD](https://businessvaluationssydney.com.au/areas/sydney-cbd/) - [North Sydney and the North Shore](https://businessvaluationssydney.com.au/areas/north-sydney-and-north-shore/) - [Parramatta and Western Sydney](https://businessvaluationssydney.com.au/areas/parramatta-and-western-sydney/) - [Eastern Suburbs](https://businessvaluationssydney.com.au/areas/eastern-suburbs/) - [Inner West and South Sydney](https://businessvaluationssydney.com.au/areas/inner-west-and-south-sydney/) - [Northern Beaches](https://businessvaluationssydney.com.au/areas/northern-beaches/) ## 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. - [Corporations Act 2001, section 113 and Chapter 6A (section 667C)](https://www.legislation.gov.au/C2004A00818/latest/text), Federal Register of Legislation - [Income Tax Assessment Act 1997, section 116-30 (market value substitution rule)](https://www.ato.gov.au/law/view/document?docid=PAC/19970038/116-30), ATO legal database - [Income Tax Assessment Act 1997, section 112-20 (market value substitution rule for cost base)](https://www.ato.gov.au/law/view/document?docid=PAC/19970038/112-20), ATO legal database - [Methods for valuing unlisted shares for the employee share scheme start-up concession (LI 2025/19)](https://www.legislation.gov.au/F2025L01085/latest/text), Federal Register of Legislation - [ESS: safe harbour valuation methods](https://www.ato.gov.au/businesses-and-organisations/corporate-tax-measures-and-assurance/employee-share-schemes/in-detail/safe-harbour-valuation-methods), Australian Taxation Office - [2014 State budget: abolition of various duties](https://www.revenue.nsw.gov.au/help-centre/resources-library/budget/budget-201406), Revenue NSW - [What is landholder duty](https://www.revenue.nsw.gov.au/taxes-duties-levies-royalties/transfer-duty/landholder-duty/what-is-landholder-duty), Revenue NSW - [Evidence of value for landholder duty: valuation of property](https://www.revenue.nsw.gov.au/help-centre/resources-library/evidentiary/duties-act-evidentiary-requirements-section-162), Revenue NSW Ask a valuer ## Tell us about the business. A few lines is enough. A valuer replies within one business day with the package that fits, your fixed fee in writing and a delivery date. Small Business Valuation $1,495 + GST The package for turnover below $2 million: a signed report in 2 business days. Delivery time starts once payment and all required information have been received. Larger than that? The fee steps up with turnover. [See every fee](https://businessvaluationssydney.com.au/fees/) Page last reviewed on 15 November 2026. Business Valuations Sydney, 32 York Street, Sydney NSW 2000. Signed reports from $1,495 + GST. One fixed fee, in writing, before work starts. Get my fixed fee --- Business Valuations Sydney · 32 York Street, Sydney NSW 2000 · https://businessvaluationssydney.com.au/start/