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MGS Private · Corporate Consolidation & Restructure

Rollovers, Restructures
& Consolidations

MGS Private advises on CGT rollovers, business restructures and corporate consolidations — managing tax consequences at every stage of a transaction, restructure or ownership change.

CGT Rollovers

What is a CGT rollover?


A capital gains tax (CGT) rollover allows you to defer or disregard a capital gain or capital loss until a later CGT event occurs. Rather than triggering an immediate tax liability, the rollover preserves cost base and defers the tax consequence — giving businesses the flexibility to restructure without immediate tax cost.

Same-Asset Rollovers

The original asset continues — on modified terms

Disposal to Wholly Owned Company
Transferring assets from an individual or trust to a wholly owned company — preserving cost base and deferring the capital gain until the company disposes of the asset.
Exchange of Shares or Units
Exchanging shares or units within the same company or trust structure — allowing ownership changes without triggering a taxable disposal.
Strata Title Conversion
Converting property to strata title can attract rollover relief where conditions are met — deferring the CGT consequence of the conversion.
Small Business Assets
Acquiring replacement assets after a CGT event involving small business assets — subject to eligibility and the two-year replacement window.

Replacement-Asset Rollovers

Involuntary disposals — tax consequence deferred

Involuntary Disposal
If your CGT asset is involuntarily disposed of — lost, destroyed, or compulsorily acquired — you can roll over your CGT liability, deferring the consequence until a replacement asset is later disposed of.
Two-Year Window
Businesses can roll over a gain or loss for up to two years if they acquire a replacement asset or improve an original asset within the window.
Compulsory Acquisition
Where land or other assets are compulsorily acquired by government, rollover relief is available — the compensation received does not immediately trigger a capital gain.
Business Restructuring

Restructures — when and why


Business restructuring is essential when your business evolves and the existing structure no longer serves your needs. MGS Private advises on the tax consequences of each restructure type and designs the steps to minimise or eliminate tax cost.

Asset Protection Restructures

Separating trading risk from accumulated wealth — moving assets to a safer entity before a vulnerable event occurs.

Introducing New Partners

Restructuring to accommodate new equity partners — choosing the right entity type and managing the tax consequences of the transition.

Changes in Business Model

Market shifts or growth requiring changes to entity type — switching between trust, company or other structures — with tax consequences managed at every step.

Market valuations: An independent valuation is required for many restructures, particularly those involving related parties. MGS Private advises on high-risk valuations and whether external valuation evidence is required to support the transaction.

Corporate Consolidations

Corporate consolidation & reconstruction


Corporate consolidations involve the merger or reorganisation of corporate group entities — raising complex questions around tax cost settings, entry and exit charges, and the treatment of losses and liabilities.

  • Tax cost setting rules on entry to a consolidated group
  • Exit charges and their management on departure
  • Treatment of losses within consolidated groups
  • Multiple entry consolidated groups (MEC groups)
  • Interposed entity rules and their consequences
  • Debt restructuring within consolidated groups
  • Value shifting rules and their interaction with consolidation
  • Stamp duty consequences in NSW, QLD, WA and Victoria

Mergers & Acquisitions

Takeovers, mergers and asset sales raise complex tax issues at every stage — from due diligence through to completion. MGS Private advises on CGT treatment, GST on the supply, duty consequences and the availability of rollover relief where eligible.

Insolvency Restructures

Where a business is facing financial difficulty, restructuring under insolvency provisions raises specific questions about the interaction with CGT, GST and duty consequences. MGS Private advises on the tax treatment of insolvency-driven restructures and eligibility for relief provisions.

Need advice on a rollover or restructure?

Brief MGS Private through your accountant or lawyer before the transaction proceeds.

Still have questions?
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You can find us here:
Level 7, 77 Castlereagh St, Sydney, 2000
Postal Address: GPO Box 512
Sydney, NSW 2001, Australia
Phone: (02) 9231 5111
Email: contact@macquariegs.com.au
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