---
title: "Business Restructure Valuation Melbourne | Fixed Fee"
url: https://businessvaluationsmelbourne.com.au/services/restructure-valuation/
description: "Restructuring a Melbourne business? Independent market values for roll-overs, holding companies and trusts. Signed report from $1,495 + GST."
updated: 2026-11-10
---

# Business restructure valuations in Melbourne

Moving a business into a company, putting a holding company on top or splitting a group usually means assets or shares moving between the same family's people and entities. Several roll-overs only work if the market values line up, and Victorian duty can follow the land. We value each entity at the date its test applies, in one signed report, for a fixed fee.

Get your fixed fee

Annual turnover

$1,495 + GST

Signed report in 2 business days. Delivery time starts once payment and all required information have been received.

Fee

From $1,495 + GST

Signed by

A named valuer

Independent

Fee never depends on the value

Our valuers have valued businesses since

2014

Get a fixed feeCall 03 8375 4177

- The fee is fixed before we start, and it is never tied to the answer.
- The working file behind your report is retained for ten years.

Short answer

## Do you need a valuation to restructure a business?

Often, not always. A restructure valuation sets the market value of what moves, at the date the tax rules test it. Moving a sole trader, partnership or unit trust business into a company, and putting a holding company on top, each carry a market value test. The small business restructure roll-over (Subdivision 328-G) does not need market value consideration, so it often goes ahead without one. Your accountant decides which rule applies; we value each entity in one signed report.

On this page
- Why a market value
- Common restructures
- The 328-G roll-over
- Victorian duty
- What the ATO looks at
- What gets valued
- What your accountant receives
- When to value
- Documents we need
- Fees
- Common questions
- Sources

## Why a restructure needs a market value

In a sale, a buyer and a seller bargain over the price. In a restructure the same people usually sit on both sides: a sole trader moves the business into their own company, or a family group shifts a business from one of its entities to another. With nobody bargaining at arm's length, the price in the documents often says little about what the business is worth.

The tax rules fill that gap with market value. Where the parties do not deal at arm's length, the ordinary CGT rules can replace the price with the asset's market value (section 116-30), and several roll-overs only work if the market values match. A private business has no quoted price, so its value is worked out from its earnings, assets, risks and market evidence, with the reasoning written down. That is what our report does. Your accountant or tax adviser decides which rules apply; we provide the value.

A market value is often needed when a roll-over tests it, or when a business, shares or units move between related parties without one. Restructures where one is needed, or wanted on file:

- Moving a sole trader or partnership business into a company
- Moving a unit trust's business into a company
- Putting a holding company on top of a company or unit trust
- Demerging part of a group
- Shares, units or a business moving between family members or related entities
- A small business restructure where your accountant wants the value on file

## Common restructures and the market value test in each

Most roll-overs set their own market value test, applied at a set time. Your accountant picks the roll-over; we value to the test it sets.

Exhibit Where market value matters in a restructure
| Restructure | Roll-over your accountant may use | The market value question |
| Sole trader into a company | Subdivision 122-A: the owner moves a CGT asset, or all the assets of a business, to a company they wholly own, for shares | The shares' market value must be substantially the same as what moves, less liabilities the company takes on (section 122-20(3)) |
| Partnership into a company | Subdivision 122-B: the partners move the partnership's assets to a company they wholly own | The same test, partner by partner (section 122-130(3)) |
| Family (discretionary) trust into a company | Subdivision 122-A, where the trustee will own all the shares in the company as trustee of the same trust (section 122-25(1)); the unit trust roll-over is not available to a discretionary trust | As for a sole trader |
| Unit trust into a company | Subdivision 124-N: all the trust's assets move to a new company and the unit holders receive shares | Shares in the same proportion as the units, and at least substantially the same market value (section 124-860(6)) |
| A holding company on top of a company or unit trust | Division 615 | Each owner's share of the market value must be in the same ratio just before the first exchange and just after the last one (sections 615-15 and 615-20) |
| Demerger | Division 125 | Cost bases are split having regard to the market values of the interests just after the demerger, or a reasonable approximation (section 125-80) |
| Any of these, for a small business | Subdivision 328-G: the small business restructure roll-over (aggregated turnover under $10 million, a genuine restructure, the same ultimate owners) | None for the transfer itself: the ATO says no market value consideration, or any consideration, is required |
| Any of these, with no roll-over | None: the business, shares or units are sold or transferred | Where the parties do not deal at arm's length, market value can replace the price for a CGT asset such as goodwill (sections 116-30 and 112-20) |

Illustrative example

### A sole trader moving into a company

A Preston sole trader moves the business into a company they wholly own, for shares, under Subdivision 122-A, and the company takes on the business's liabilities. The figures are illustrative only.

| Goodwill | $420,000 |
| Plant and equipment | $110,000 |
| Stock | $50,000 |
| Less: liabilities the company takes on | ($80,000) |
| Net market value moved | $500,000 | The shares the owner receives must have a market value substantially the same as $500,000. Whether the roll-over applies, and whether its other conditions are met, is for the owner's accountant.

Get your fixed fee

The fee is set by turnover and fixed in writing before we start: $1,495 + GST for a business with annual turnover under $2 million. Send your name, phone and email and we reply within one business day.

## The small business restructure roll-over (Subdivision 328-G)

This roll-over lets a small business move active assets between entities without an income tax bill at the time. Each party must be a small business entity, with aggregated turnover under $10 million, or be connected with or an affiliate of one, or be a partner in a partnership that is one. The transfer must be part of a genuine restructure of an ongoing business, and the individuals who ultimately own the assets, and each one's share, must stay the same (family trusts have an alternative test).

The assets move at the transferor's tax cost, and the ATO says this roll-over does not require market value consideration, or any consideration. So the transfer often goes ahead without a valuation of the assets moved. The ATO also notes that stamp duty and GST may still need to be considered. Where the roll-over does not apply, the ordinary CGT rules do, and between parties who do not deal at arm's length the law can replace the price with market value (section 116-30). If your accountant wants the market value at the transfer date on file, we prepare it.

We value; your accountant decides the tax

Whether this roll-over, or any other, applies is for your accountant or tax adviser. Business Valuations Melbourne is not a registered tax agent and gives no tax advice. We value to the entities, dates and test your adviser names.

## Victorian duty when land moves in a restructure

Income tax roll-overs do not switch off Victorian duty, which is why the ATO itself says stamp duty may still need to be considered. In Victoria the question usually turns on land. If a restructure moves Victorian land between related parties, the State Revenue Office says the market value must be declared and supported with an independent valuation. Moving shares or units is different: their transfer has not been dutiable in Victoria since 1 July 2002 (Duties Act 2000 s 7(3A)), but landholder duty can apply where the company or trust holds Victorian land worth $1 million or more and someone acquires 50% of a private company or 20% of a private unit trust. A new holding company over a land-rich trading company, or units moving within a family group, are the kinds of steps to raise with your lawyer early.

A property valuer values the land. We value the shares, units and business, to the same date. Whether duty applies, any relief, and the amount are for your lawyer, your accountant or the SRO.

## What the ATO looks at in a valuation

The ATO's guide to market valuation says a valuation for tax is usually judged on the process rather than on who did it. When it reviews one, it generally has a valuer look at how well the process was documented, the market value definition, the method, and the assumptions and information relied on. Our report sets out each of those. A figure typed into the restructure documents with no report behind it has none of them on record. Every report is signed by the valuer responsible and carries an independence statement.

## What gets valued: one conclusion per entity

Each entity in a restructure is valued on its own facts: a trading company with goodwill is valued differently from an entity that only holds assets. Each gets its own conclusion at the date its test applies. Where a holding company goes on top, for example, the law compares market values just before the first exchange and just after the last one. All of it sits in one signed report.

We value companies, unit trusts, and businesses run by a sole trader, a partnership or a discretionary trust, including goodwill. Real property is valued by a property valuer.

## What your accountant receives

Your accountant tells us which roll-over or test applies and the dates that matter. We value against that test and state exactly what was valued, and as at when.

- One signed report, with a separate conclusion for each entity
- The date of each conclusion, matched to the test your accountant names
- The market value definition, and the method with the reasons for it
- The evidence, assumptions and information relied on
- A supportable range as well as the concluded value
- An independence statement and the signature of the valuer responsible
- The working file kept for ten years [See a sample report (52 pages, PDF)](https://businessvaluationsmelbourne.com.au/business-valuations-melbourne-sample-valuation-report.pdf)

## When to value: before signing, or at a past date

The valuation is often done before the restructure documents are signed, so your accountant can check the numbers against the test. Otherwise it is done afterwards, at the date or dates your accountant confirms. Each test applies at a set time.

If the restructure has already happened, we value as at the date the test applies. The ATO's guide judges prudence at the valuation date, not with hindsight, so the report relies on the market and the information as they stood then. We never value at a future date: the guide says a prospective assessment will not be considered reasonable or acceptable for tax.

## Documents we need

You do not need any documents to start. Before you engage we tell you exactly what is needed. For a restructure it is usually:

- Financial statements for the last three years, and year-to-date accounts, for each entity
- The structure before and after, ideally as a diagram
- The draft restructure documents, if they exist
- The asset register and depreciation schedule
- Share and unit registers
- Related-party loans and transactions
- Your accountant's note of the roll-over and the dates to value at

## Fees for restructure valuations

Exhibit Restructure valuation fees
| Report | Annual turnover | Fee | Delivery |
| Small Business Valuation | Under $2 million | $1,495 + GST | 2 business days* |
| Medium Business Valuation | $2 million to $3 million | $2,495 + GST | 3 business days* |
| Large Business Valuation | $3 million to $10 million | $3,495 + GST | 3 business days* |
| Business Valuation over $10 million | Over $10 million | Quoted in writing | Delivery date agreed before commencement |
| Retrospective valuation date | Any | +$495 per historical date | |
| Each additional entity | Any | +$795 per entity | |

* Delivery time starts once payment and all required information have been received.

You know the full fee before we start, however many entities the restructure involves. Business Valuations Melbourne's fees are set by the annual turnover of the business: $1,495 + GST under $2 million, $2,495 + GST from $2 million to $3 million, $3,495 + GST from $3 million to $10 million, and a written quote above $10 million. A small-business report arrives in 2 business days and a medium or large report in 3 business days; above $10 million we agree the delivery date before work begins. Delivery time starts once payment and all required information have been received. Each extra entity is +$795 and each past valuation date is +$495, both agreed at engagement. Everyone pays the same published fee, and it never moves with the value we reach.

## Common questions

Is a valuation needed for a 328-G small business restructure? Often not for the transfer itself: the ATO says this roll-over does not require market value consideration, and the assets move at their tax cost. Without the roll-over, the law can replace the price with market value between parties not dealing at arm's length. If your accountant wants the value on file, we prepare it.

Does a restructure trigger Victorian duty? It can, mostly where land is involved: land moving between related parties, or a landholder acquisition in a company or trust holding Victorian land worth $1 million or more. Your lawyer or the SRO confirms the position. We value the shares, units and business; a property valuer values the land.

How is a restructure with several entities priced? The fee is set by annual turnover, plus a published +$795 for each extra entity, fixed in writing before work begins.

Will the ATO accept the valuation? No one can promise that. The ATO can review any market valuation, and its guide says a review looks at the documentation, the definition, the method, and the assumptions and information. Our report sets out each of those.

## Sources

- [Small business restructure roll-over](https://www.ato.gov.au/businesses-and-organisations/income-deductions-and-concessions/income-and-deductions-for-business/concessions-offsets-and-rebates/small-business-restructure-roll-over), Australian Taxation Office
- [LCR 2016/3: genuine restructure of an ongoing business](https://www.ato.gov.au/law/view/document?docid=COG/LCR20163/NAT/ATO/00001), Australian Taxation Office
- [Market valuation for tax purposes (guide)](https://www.ato.gov.au/law/view/document?docid=SGM/market_val), Australian Taxation Office
- [Income Tax Assessment Act 1997](https://www.legislation.gov.au/C2004A05138/latest/text), Federal Register of Legislation
- [Understanding the dutiable value of property](https://www.sro.vic.gov.au/buying-property/land-transfer-stamp-duty/dutiable-value-property/understanding-dutiable-value-property), State Revenue Office Victoria
- [Understanding landholder duty](https://www.sro.vic.gov.au/buying-property/landholder-duty/understanding-landholder-duty), State Revenue Office Victoria
- [Duties Act 2000 (Vic), authorised version (ss 7(3A), 10, 20, 71, 79, 83, 86)](https://www.legislation.vic.gov.au/in-force/acts/duties-act-2000/141), Victorian Legislation Last reviewed 10 November 2026

Fixed fees by turnover

Under $2m

$1,495 + GST

$2m to $3m

$2,495 + GST

$3m to $10m

$3,495 + GST

Over $10m

Quoted

Confirmed in writing before we start, and never tied to the value.

Get a fixed fee Call 03 8375 4177

## Related services and guides

[Related-party transfers · Melbourne Related-Party Transfer Valuation Melbourne](https://businessvaluationsmelbourne.com.au/services/related-party-transfer-valuation/)[Small business CGT concessions · Melbourne Small Business CGT Concession Valuation Melbourne](https://businessvaluationsmelbourne.com.au/services/small-business-cgt-concession-valuation/)[Victorian duty · Landholder duty Business Valuation for Stamp Duty and Landholder Duty, Victoria](https://businessvaluationsmelbourne.com.au/services/business-valuation-for-stamp-duty/)

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Last reviewed 10 November 2026 by Business Valuations Melbourne, Level 7, 55 Collins Street, Melbourne.

Fixed fee from $1,495 + GST, confirmed in writing before we start.

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Business Valuations Melbourne · Level 7, 55 Collins Street, Melbourne VIC 3000 · 03 8375 4177 · https://businessvaluationsmelbourne.com.au/start/