In short
A restructure deed and step plan documents how an existing corporate group is reorganised — inserting a holding company, consolidating entities, moving assets between related parties, or separating a business line ahead of sale. Each step in a restructure can trigger duty, CGT or creditor consequences independently of the others, so the value of the document is as much in the sequencing as the individual transfer documents.
Why sequencing is the core of a restructure, not an afterthought
A corporate restructure is rarely a single transaction — it's a series of steps (share transfers, asset transfers, entity incorporations, deregistrations) that individually might each attract stamp duty or trigger a CGT event, but which in combination may qualify for a rollover or exemption if executed in the right order and form. We build the step plan first, mapping every transfer, its tax and duty consequence, and its dependency on prior steps, before any individual deed is drafted, because reordering steps after documents are signed is far harder than sequencing correctly from the outset.
Where a restructure is intended to access a same-entity or family group duty exemption, or a CGT rollover such as Subdivision 122-A or the small business restructure rollover, the transaction needs to satisfy the specific statutory conditions of that concession at every step — including ownership continuity requirements that a poorly sequenced restructure can inadvertently break partway through. We coordinate this with your accountant, since duty and CGT positions ultimately rest on tax advice, but the legal step plan is what turns that advice into an executable sequence.
Common restructure scenarios
The most common patterns we document are: inserting a new holding company above an existing trading company (often to facilitate future investment or a partial sale), consolidating multiple related entities into a simplified structure, hiving off a business division into a separate entity ahead of sale or to ring-fence liability, and converting a trading trust or partnership structure into a corporate structure. Each pattern has a different risk profile — for example, hiving off a division raises questions about which contracts, employees and liabilities transfer with it and which stay behind, which needs to be resolved in the transfer documents rather than left ambiguous.
Creditor and contractual consequences
Restructuring can trigger change-of-control or assignment clauses in existing finance agreements, leases and material contracts in the same way a sale can, so the step plan needs to identify which counterparty consents are required before assets or shares move, and build the timetable around obtaining them. Where the group has existing secured lending, the restructure deed needs to address whether security needs to be released and re-granted over the new structure, and in what order, to avoid a gap in the lender's security position that could trigger a default under the finance documents.
Employee and intellectual property transfer
Where employees move to a different entity within the group as part of the restructure, the documentation needs to address whether this is treated as a transfer of business under the Fair Work Act 2009 (Cth) — which affects continuity of service, accrued entitlements and whether the new employer inherits enterprise agreement coverage — and get consents or new employment contracts in place as needed. Similarly, IP registered in the name of one group entity needs a formal assignment (and update of the trade mark and other registers) if it's meant to sit with a different entity post-restructure; simply changing the org chart doesn't move legal ownership.
Documenting the deed itself
The restructure deed records the agreed steps, the entities and assets involved, completion conditions for each step, and warranties between group entities (usually limited, since they're related parties, but still needed to fix title and value at each transfer point). We also prepare the ancillary documents each step actually requires — share transfer forms, asset transfer deeds, updated constitutions, and board and shareholder resolutions authorising each step — as a single coordinated package rather than piecemeal documents drafted in isolation.
What the fixed fee covers
- Step plan mapping every transfer, entity and dependency in sequence
- Coordination with your accountant on duty exemption and CGT rollover conditions
- Identification of consents required under existing finance, lease and material contracts
- Employee transfer documentation addressing Fair Work Act transfer-of-business rules
- IP assignment and register updates where ownership moves between group entities
- Restructure deed and full suite of resolutions and transfer documents
Mistakes we see
- Executing steps out of sequence and inadvertently breaking a rollover's ownership continuity condition
- Assuming a restructure is duty-free without checking the specific exemption conditions apply
- Not identifying change-of-control clauses in finance or lease documents before transferring shares
- Treating an intra-group employee move as automatic when Fair Work Act consequences apply
- Leaving IP registered in the old entity after the restructure completes
Who this is for
- Groups inserting a holding company ahead of investment or partial sale
- Businesses consolidating multiple entities into a simplified structure
- Groups separating a division ahead of sale or to ring-fence liability
- Trusts or partnerships converting to a corporate structure
Frequently asked questions
- Will a corporate restructure trigger stamp duty or CGT?
- It can, depending on what's being transferred and to whom. Same-entity, family group or small business restructure rollover concessions may reduce or eliminate the liability, but each has specific conditions that must be satisfied — including at every step of a multi-step restructure — which is why the sequencing and legal documentation matter as much as the underlying tax advice.
- Do we need our accountant involved as well as a lawyer?
- Yes. Duty and CGT positions are ultimately determined by tax advice specific to your entities and history. We coordinate the legal step plan and documentation around that advice rather than duplicating it.
- Does restructuring affect our existing finance arrangements?
- It can. Many finance agreements contain change-of-control or restructure notification clauses, and existing security may need to be released and re-granted over the new structure. We identify these requirements as part of the step plan before any transfer occurs.
- What happens to employees if they move to a different entity in the group?
- This is generally treated as a transfer of business under the Fair Work Act 2009 (Cth), which affects continuity of service and entitlement treatment. We document the transfer to preserve continuity where intended and get any necessary employee consents.
- How long does a restructure take from planning to completion?
- Typically 10–15 business days for documentation once the step plan and tax position are settled, though the overall timetable depends on how many third-party consents (lenders, landlords, key customers) are needed along the way.
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