The work that sits behind the compliance.

01 of 05

Business structure strategy.

Choosing and rebuilding the entity stack so it suits the next ten years, not the last ten.

Most structures we look at were set up for a smaller version of the business. They worked at $500k turnover. They start to creak at $5 million. The job is to change that with the tax understood before anything moves, and without a buyer reading the file and walking.

The situations we see

A founder running everything through a single Pty Ltd, retained earnings stacking up, drawings funded by Division 7A loans nobody is tracking. A group with three operating entities preparing for a buyer’s due diligence on a file that was not built to be read by a stranger. A husband-and-wife operation where one partner has stepped fully out and the structure still assumes both are active. A new venture being capitalised on a phone call with someone who said “company is fine” (sometimes it is, not always). A restructure that needs to happen for Division 7A or asset-protection reasons and keeps getting deferred because nobody has actually run the rollover analysis.

What we do

Map the structure as it is, not as the engagement letter describes it. Design the target state from where the structure needs to be in three to five years, not where it sits today. Run the rollover analysis (Subdivision 328-G, 122-A, 124-N, 615) and pick the one the facts support. Clean up historical Division 7A and UPE positions. Confirm the family trust election and the section 100A read. Coordinate the legal, lender, SRO and tax filings so the steps happen in the order the rollover provisions require. Steps done out of order is the most common cause of a failed rollover we see.

The deliverable is a written restructure plan with current state, target state, the specific rollover relied on, and the order of execution. If we are not certain on a position, we say so on the plan rather than burying it.

In practice

Based on real jobs and typical situations. Names, figures and details changed.

A founder running a consulting business as a sole trader at a healthy six-figure profit, no company, no trust, and the whole profit taxed in the owner’s hands whether it was drawn out or left in the business, and a business that had outgrown the way it started. Before anything moved we compared the ownership options, checked whether rollover relief was available for the move into a company and what each ownership choice would do to that relief, and tested whether the personal services income rules would pull the income back regardless. Then we set out the order of the legal and tax steps, including the Division 7A documentation from day one. The plan set out the order before the first form was lodged. The point was not the entity name; it was understanding what each step would do.

The numbers move. The structure is the reason.

02 of 05

Property investment structures.

Holding, financing and consolidating property across trusts, companies and individual names without paying twice, and without locking yourself out of the next move.

The conversations are rarely about one property. They are almost always about the next one, the one after that, and what the existing arrangement is doing to the options either way.

The situations we see

A couple buying their second investment property and unsure whether to add it to the existing trust, hold it personally for the negative gearing, or set up a new entity. The bank has pre-approved them on personal names. Nobody has asked what that locks in. A self-employed client who has accumulated three properties in their own name over a decade and is now thinking about asset protection because the business has grown. They want to know what it costs to move the properties into a trust, and whether it is worth it. A developer planning a small subdivision who wants to understand the GST and CGT consequences before they sign the contract, not after settlement. A family with four properties spread across personal names, an old unit trust set up by a previous accountant, and a company nobody can quite remember why exists. The bank wants a clean picture for refinance. The existing structure does not give one.

What we do

Sit down with the full picture: what is already owned, what the next two to five years look like, where the income is coming from, what the borrowing capacity will hold, and what the eventual exit might look like. Then work through the ownership decisions in that order. Entity selection across personal names, trusts, companies and SMSF. CGT, GST and ongoing tax modelling, including the CGT discount under Division 115 (available to individuals and trusts, but not companies, and only for CGT events before 1 July 2027, after which indexation and a minimum tax apply instead), main residence interactions, the margin scheme, and the line between mere realisation and a profit-making undertaking. Financing structure review, because interest deductibility tracks the use of borrowed funds (not the security) and restructuring borrowings for non-tax reasons can quietly destroy deductibility. Asset protection layering, with the honest version of what trusts do and do not protect. Land tax and duty modelling state by state. Foreign resident capital gains withholding, which is calculated on the price rather than the gain: we check whether it applies and what certificate, declaration or variation the transaction requires.

The output is a written structure recommendation with the reasoning visible. Not a slide deck. Not a verbal “I think we should set up a trust.” If the recommendation is to do nothing, we say so, and we say why.

In practice

Based on real jobs and typical situations. Names, figures and details changed.

A family with several investment properties, some in personal names and an older trust sitting unused, came to us ahead of a refinance. We mapped each title against its actual use, modelled land tax state by state under the existing holding and a consolidated trust path, worked through the duty, the CGT and the financing covenants the bank was going to ask about, and compared the whole cost of moving each property against leaving it where it was. Some stayed in personal names because moving them cost more than it saved. For the others the comparison was close enough that the decision turned on the family’s plans rather than the tax. Moving a property can cost more than leaving it alone; the work was finding out which was which before recommending anything.

03 of 05

Owner remuneration strategy.

Drawings, dividends, Division 7A, super contributions and the bits in between, sequenced for the year and the decade.

How an owner gets paid out of their business is rarely a single decision. It is a sequence of decisions, made each year, that compound across the years. The work is making sure the sequence holds together.

The situations we see

A founder paying themselves $90,000 in wages and taking the rest as ad-hoc drawings as cash flow allows, signing a Division 7A loan agreement at year end after the accountant runs the numbers. Minimum yearly repayments are not being made because nobody is tracking them. Interest is accruing inside the company. A slow leak. A husband-and-wife operation on company wages, no super contributions because cash is being reinvested, leaving the concessional cap on the table every year on both sides of the household. An owner approaching 60 weighing a transition-to-retirement pension against a salary-sacrifice strategy at the maximum concessional cap. A family group with a bucket company sitting above the operating trust holding significant retained franked earnings, and a property purchase or school-fee year approaching that needs the dividend sequencing modelled.

What we do

Set the mix between salary, dividend, drawing-on-loan and super contribution against what the cash flow can actually support. Hold the Division 7A discipline: where drawings exceed wages and dividends, the excess sits on a complying section 109N agreement before lodgement day, the minimum yearly repayments are actually made (the ATO benchmark rate is 8.77% for 2026-27, up from 8.37% the year before), and the documentation is in place rather than backdated. Sequence the super contributions: concessional cap of $32,500 per individual for 2026-27 under sec 291-20, with the carry-forward rule used where the total super balance threshold permits. Test the PSI position each year, because it shifts on a single client added or lost and the consequence of failing the test in a year the structure assumed it would pass is one of the most common ATO data-matching catches we see.

The deliverable is a year-by-year remuneration plan with a forward three-year view, the Division 7A loan account schedule, the super contribution schedule, the SG cycle calendar, the PSI position, and the family distribution allocation.

In practice

Based on real jobs and typical situations. Names, figures and details changed.

An owner in their forties running a company through a discretionary trust, modest wages, little super and a bucket company holding years of franked retained earnings above the trust. We separated the questions that had been running together: what the business could afford to pay them, what the right wage was, whether any compulsory super needed attention first, and then the voluntary options, salary sacrifice and personal deductible contributions, modelled against the caps and the carry-forward rules and funded, where it made sense, by franked dividends out of the bucket company. Those are related decisions, not interchangeable labels, and the plan set them out in order with the cash each one needed.

04 of 05

Family group structuring.

Distribution flexibility, asset protection and intergenerational continuity inside the family group.

Most discretionary trusts run for years on autopilot, with distributions made the same way every June, until something forces a review: a buyer, an audit, a family change, a new ATO ruling. The work is the review that does not wait for the trigger.

The situations we see

A discretionary trust that has been running for a long time, distributions going to the same people each year, the family trust election made years ago, section 100A never formally considered against the actual cash flows. The position becomes uncomfortable when the client realises the cash from the children’s distributions has effectively been flowing back to the parents every year (the central s 100A scenario). A generational change with parents stepping back and children stepping in, where decisions need to be made about appointor succession, who is in the family group through the FTE, and whether the trust deed actually permits what the family now wants to do (most older deeds do not, until amended). A family trust distributing to a corporate beneficiary where cash has not physically moved, the UPE has been growing, and the Division 7A position is significant in dollar terms and, since the High Court’s decision in Bendel on 10 June 2026, no longer a “loan” for Division 7A purposes, which changes the technical answer but not the need for the cash to follow the paper. A child turning 18 and the question of distribution strategy through the university years.

What we do

Six pieces, in order. Deed review, because old deeds often do not permit streaming, the appointor succession is undocumented, or the vesting date is closer than anyone realised. Family trust election under sec 272-80 of ITAA 1936, confirming the test individual still makes sense and the family group still captures everyone the trust wants to distribute to. Section 100A review against TR 2022/4, using the ATO’s PCG 2022/2 zones as a guide to where it will look rather than as the legal test, and an honest read of where the historic position sits. Unpaid present entitlement position, documented deliberately: Bendel means a mere unpaid entitlement is not a Division 7A loan today, but Subdivision EA and section 100A still apply and the government has said it will legislate. Forward distribution strategy, with the trustee resolutions reflecting the actual cash flows. Vesting: we read the vesting date in the deed, check who takes the assets at that point, and make sure the succession provisions still fit the family.

The deliverable is a family group memorandum covering each of the six pieces, with positions taken and risks flagged. Five to ten pages, depending on group complexity.

In practice

Based on real jobs and typical situations. Names, figures and details changed.

A second-generation family group with a layered structure built up over the years: several trusts and a holding company. The appointor succession was undocumented, not every deed permitted streaming, and not every trust had a family trust election, so whether past distributions would have fallen inside a family group, and whether an election now made sense, both needed checking. We checked the actual vesting date in each deed rather than assuming one, documented the succession, reviewed the past distributions separately and candidly, and set out what could be fixed prospectively: an election, if the checking showed it made sense, the deed amendment through the family’s lawyer, and a resolution practice rebuilt from the next 30 June. Paperwork cannot cure history; it can stop it repeating.

05 of 05

Preparing for exit.

Positioning the group for sale, succession or restructure long before a buyer is at the table.

The work that produces a clean exit happens 18 to 36 months before the sale. Almost none of it is glamorous. It is loan accounts, distribution histories, defensible tax positions, and a structure that survives a buyer’s lawyer reading it line by line.

The situations we see

A founder with conversations starting but no offer yet, and a structure set up fifteen years ago when the eventual sale was nowhere near anyone’s mind. A family succession rather than a third-party sale, with parents stepping back and children stepping in, and the question of how to transition control without a tax event the family cannot afford to fund. A founder who is tired, the business is sound but they are done, with a two-to-three year window to sell well or wind down sensibly. A buyer already at the table with a heads of agreement signed and due diligence scheduled for next month (the hardest version, because much of what we would ideally do takes time and you cannot add time to the calendar after the fact). A management buyout or employee-share-scheme path. A partner exit from a multi-partner business, where the buyout financing and CGT positions sit on the same file.

What we do

The first thing is to understand what the small business CGT concessions in Division 152 can actually do for this particular group, and whether the basic conditions in sec 152-10 will be met for the sale (rather than where they sit today): the transaction-date facts, the ownership history and the relevant year’s position all matter. The basic conditions are the gate: CGT small business entity under $2 million aggregated turnover, or net assets of $6 million or less under the maximum net asset value test, and the active asset test in sec 152-35 (used in carrying on a business for at least half the ownership period, or at least 7.5 years if held more than 15 years). If the gate is open, we first check whether a full exemption is available. If not, we model the available discounts, reductions and deferrals, and what they leave you after tax. The order and the choices matter; this is not four savings you simply add together. And the year of the sale matters too: from 1 July 2027 the general discount ends for individuals and trusts.

Alongside that sits the unglamorous prep. Loan account documentation that ties to the underlying ledger. Division 7A balances on complying terms with the minimum yearly repayments actually made and the documentation in place. Family trust election confirmed against the actual distribution recipients. Section 100A read on five years of distribution history. Related-party balances explained. Defensible tax positions on every material item from the prior four years (the standard amendment period under sec 170). Payroll tax and superannuation guarantee compliance. GST positions on prior asset disposals.

The deliverable is a written exit-readiness plan with a 24-month roadmap, an indicative tax calculation under the structure as it stands today, an indicative tax calculation under the structure once the recommended changes are in place, and the difference between the two. Sometimes that difference is large; sometimes the plan confirms the current position is already the right one, and that is worth knowing before a buyer arrives.

In practice

Based on real jobs and typical situations. Names, figures and details changed.

A founder some months out from an indicative offer, with a small group of operating companies under a family trust, one of them part-owned outside the family. The plan set out, in order, the related-party balances to resolve and document, the holding company interposition and what it required, bringing the outside interest into the group, the Division 7A history and the relief to be sought for it, the trust distribution history to be reviewed against the ATO’s guidance, and the small business CGT concession questions to settle before the buyer’s due diligence, not during it. What a buyer pays for is a group whose balances reconcile and whose history has already been explained.

Little of it was complicated. All of it was sequenced.