The work that produces a clean exit happens 18 to 36 months before the sale. It is loan accounts that tie to the ledger, distribution histories that survive a read against the ATO’s guidance, defensible tax positions on every material item, and a structure that holds up when a buyer’s lawyer goes through it line by line.
The small business CGT concessions in Division 152 can reduce the tax on a sale dramatically, sometimes to nothing, but the basic conditions are a gate, and the transaction-date facts, the ownership history and the relevant year’s position all matter: turnover, net asset value, how long the assets have been active, and who owns what. If they will not, there is usually something that can be done about it, provided there is time.
We run the exit-readiness work for founders, family successions, management buyouts and partner exits: the indicative tax under the structure as it stands, the indicative tax once the recommended changes are made, and the roadmap between the two.
What’s included
Ready for the buyer’s lawyer before there is a buyer.
A 24-month roadmap and two tax calculations: as it stands, and as it could be.
Division 152 eligibility
The basic conditions tested as they will sit at the sale date: CGT small business entity turnover, maximum net asset value, the active asset test and the significant individual and CGT concession stakeholder rules.
Concession sequencing
The 15-year exemption, 50% active asset reduction, retirement exemption and small business rollover modelled in order, with the superannuation interaction worked through.
Loan account and Division 7A clean-up
Shareholder and related-party loans documented, repaid or placed on complying terms, so the balance sheet reconciles on due diligence day.
Distribution history review
Five years of trust distributions read against section 100A guidance, with the family trust election confirmed against the actual recipients.
Structure for the sale
Share sale versus asset sale, holding entity interposition where it helps, and the earn-out, restraint and employee considerations modelled for tax.
Due diligence file
Defensible positions on the prior four years, payroll tax and superannuation guarantee confirmed, GST on prior disposals checked, and the explanations written before anyone asks.
Who it’s for
Owners with a horizon, not a deadline.
Founders with conversations starting but no offer yet. Families moving the business to the next generation without a tax event they cannot fund. Owners who are done and have a two-to-three year window to sell well. Partners exiting a multi-partner practice.
If a buyer is already at the table with due diligence next month, we can still help, but the options narrow with every week. The earlier the call, the more of the roadmap is available.
How we approach it
Test. Clean. Position. Close.
- 01
Test the gates
Division 152 eligibility modelled as it will stand at sale, with the gap between today and eligible written down.
- 02
Clean the file
Loan accounts, distributions, related-party balances and prior-year positions brought to a state a stranger can read.
- 03
Position and close
Structure settled for the transaction, the tax on the deal modelled under the final terms, and the file handed to the lawyers in the shape they need.
FAQ
Common questions.
If yours isn’t here, ask it on the first call. Thirty minutes, no fee.
How much tax will I pay when I sell?
It depends on the structure, the concessions you qualify for and the terms of the deal. The point of the engagement is two numbers: the tax as things stand, and the tax once the roadmap is followed. Sometimes the difference is large; sometimes the review confirms the existing position is already the right one, and that is worth knowing too.
Can the concessions reduce the tax to nil?
In the right circumstances, yes. 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. The conditions are strict, and from 1 July 2027 the arithmetic changes again.
Share sale or asset sale?
Buyers usually prefer assets; sellers usually prefer shares. The tax, the warranties and the concessions all move with the choice. We model both before the heads of agreement is signed.
We want to pass the business to our children. Does this apply?
Yes. A family succession is a CGT event like any other sale, and the concessions, the trust position and the funding all need the same preparation, often with more time available to use it well.
How do you charge?
A fixed fee for the exit-readiness plan, and a fixed fee for the transaction work once the deal structure is known. We are not paid on the sale price.
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