Restructuring is where the rollovers, the concessions and the integrity provisions all meet at once. A step that solves an asset protection problem can crystallise a capital gain, break a pre-CGT status, trigger duty in three jurisdictions, or create a Division 7A loan nobody intended.
The value in this work is in the sequencing. The same commercial outcome, executed in a different order, can produce materially different tax. That has to be worked out before anything is signed.
Where we act
What we do
- Choice of structure for new businesses, investments and property projects
- Small business restructure rollover (Subdivision 328-G) and the genuine restructure requirement
- Rollovers under Subdivisions 122-A, 122-B and 124-M and Division 615 and the interaction between them
- Small business CGT concessions (Division 152): basic conditions, active asset test, significant individual and the 15-year exemption
- Pre-CGT assets and Division 149: identifying whether pre-CGT status has already been lost
- Corporate group reorganisations, share buy-backs, returns of capital and dividend access shares
- Company wind-downs and liquidator’s distributions
- Business succession and intergenerational transfers, including farm succession
- Part IVA risk review on restructures and back-to-back rollovers
- Employee incentive and equity arrangements
Common situations
What we are usually brought in on
- A sale is coming, the structure is wrong and the concessions depend on facts fixed years earlier.
- Two rollovers back to back: each step qualifies on its own; together they may be a scheme.
- Pre-CGT status may already be gone, through changes in underlying interests decades ago that nobody documented.
- The concession is assumed rather than tested. One gateway fails, often the active asset test.
How we work
Our approach
Model the exit at the start. The right structure is the one that still works when the business is sold, the family changes, or a beneficiary moves overseas.
Written advice you can actually rely on. Advice sets out the facts assumed, the analysis, the conclusion and the risks. It is designed to be readable by the client and defensible to the ATO.
Phased scoping. Structuring work is scoped in phases, usually a preliminary review, then advice, then implementation, each with its own estimate.
Common questions
Does the ATO look at restructures?
Yes, particularly where a restructure precedes a sale, where it produces a step-up in cost base, or where the commercial rationale is thin. The general anti-avoidance provision looks at the scheme as a whole, so documenting the actual commercial reason at the time it is done is the single most useful protective step.
Case notes
Recent decisions on structuring and CGT
Superannuation
Leave loading without the super
Department of Education [2026] FCA 898
The Federal Court holds the Victorian teachers' leave loading was not ordinary time earnings, without the lost overtime link the ATO ruling demands.
FBT
Commercial does not mean profitable
Toowoomba [2026] FCAFC 50
The Full Federal Court reverses Logan J on what makes a car park a commercial parking station for FBT, and the 1 km gateway gets harder to escape.
Income tax
Genuinely redundant, fully taxed
Hardy [2026] ARTA 528
A genuinely redundant sprinkler fitter missed the genuine redundancy tax-free threshold because his industry fund pays the same on voluntary resignation.
Property
PCG 2026/D2 and the reach of the draft guideline
Draft PCG 2026/D2
What the ATO's draft practical compliance guideline targets in property development structures and where it overreaches. Published note.
CGT
1,632 lots and still a realisation
Morton [2026] FCAFC 31
The Full Federal Court holds a farmer's 1,632-lot subdivision was a mere realisation, and the development agreement's structure decided it.
Income tax
The $1.49 billion contingency
Tabcorp [2026] FCAFC 30
The Full Federal Court rejects a $1.49 billion Division 230 loss on a terminal payment that had no real possibility of being paid.
Show all 10 notes
CGT
Back-to-back rollovers and the Part IVA pivot
AusNet [2025] FCAFC 21
The nothing else battle is settled after AusNet. The ATO's attention on sequential CGT rollovers now shifts to Part IVA, and the commercial narrative matters.
Asset protection
Gift and loan back arrangements: benefits and traps
How gift and loan back arrangements work, what the courts have said about them and where they fail. Published note.
CGT
The 1985 deed that saved the building
Brisbane Club [2026] FCA 220
The Federal Court on when a building on pre-CGT land becomes a separate CGT asset and why the date the contract was entered decides it.
CGT
A right to occupy, strictly under the will
Draft TD 2026/D1
The draft determination tightens the main residence exemption for deceased estates: the will itself must grant the right to occupy, and trustee discretions do not count.
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