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Small business restructure roll-over – opportunities and traps


As part of the 2015-16 Budget, the government committed to providing greater flexibility for small businesses when changing their legal structure. To this end, the Tax Laws Amendment (Small Business Restructure Roll-over) Act 2016 was enacted to enable a new small business restructure roll-over (SBR roll-over) that allows small businesses whose aggregate annual turnover is less than $2m to restructure their business asset holdings without income tax and CGT liabilities. In light of the upcoming 1 July 2016 commencement date, this article examines the opportunities and traps of the new SBR roll-over, how the roll-over works, the conditions that must be satisfied to claim the roll-over, the “genuine restructure” and “ultimate economic ownership” requirements, and anti-avoidance provisions that need to be taken into account when using the roll-over.

The article also provides examples where the roll-over might be appropriate, and considers stamp duty and GST issues, and the exemptions or concessions that may be available.

Author profiles

Dung Lam CTA
Dung Lam is a Senior Associate at Argyle Lawyers with close to 20 years’ experience in advising on a wide variety of taxes including income tax, capital gains tax, GST and state taxes such as duty, payroll tax and land tax. Dung also has extensive experience advising on taxation trusts, superannuation issues in the self-managed superannuation funds arena and tax issues related to estate planning. Dung advises a broad range of clients ranging from corporates, small to medium enterprises, high net worth individuals, professional firms, accountants and their clients. Dung is a Chartered Tax Adviser, full member of the Society of Trusts and Estate Practitioners, an accredited Specialist in Business and Personal Tax with the NSW Law Society and a member of the NSW Law Society Liaison Committee with the Revenue NSW. - Current at 18 January 2018
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Mark West CTA
Photo of author, Mark WEST Mark is a Partner at McCullough Robertson and is qualified both in law and as a Chartered Accountant. He advises clients on tax matters generally, including income tax, CGT, GST and payroll tax, and has acted in appeals to the AAT and Federal Court. - Current at 12 April 2017
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