Choosing between a share sale and a business sale can shape the way a transaction is structured, negotiated and completed.

In Part 1 of this Explain That series on Share Sales vs Business Sales, Andrew Henshaw is joined by Lauren Gross to discuss the key differences between a share sale and a business sale, and why the structure matters for both buyers and sellers.

The episode lays the groundwork for the series by explaining the legal differences between the two transaction types and the issues parties should consider before deciding how a sale should proceed. Andrew and Lauren discuss how structure can affect tax, liabilities and the steps involved throughout the transaction.

For buyers and sellers, understanding the difference between a share sale and a business sale is not just a technical issue. It can affect the risks being assumed, the matters that need to be negotiated, and what each party should expect as the transaction progresses.

This episode is a practical introduction for business owners, buyers, sellers and advisers considering a sale transaction and wanting to understand how transaction structure can affect the process.

For advice on share sales, business sales, transaction structure or sale documentation, contact Velocity Legal’s Commercial team.

Tax rollovers can be central to business restructures, but the current system can be difficult to navigate.

In the final episode of this Explain That series on Understanding Business Restructures, Andrew Henshaw is joined by Rajan Verma to discuss the practical issues with the current system of CGT rollovers and why business restructures can become complicated when multiple rollover provisions need to be considered.

Following Part 1, which introduced why businesses restructure, and Part 2, which worked through a practical case study involving Jo’s manufacturing business, this episode focuses on the tax rollover rules that may apply when a business structure is changed.

The discussion covers:

• practical issues with the current system of CGT rollovers;
• the complexity of navigating different rollover provisions;
• subdivisions 122-A and 122-B;
• subdivisions 124-M and 124-N;
• Division 615;
• the small business restructure rollover;
• why different rollover pathways can create uncertainty for business owners and advisers;
• the Board of Taxation’s proposal for a General Business Restructure Rollover;
• how a general rollover could simplify the restructuring process, especially for small businesses; and
• why proposed reforms may still come at a cost for some taxpayers.

This final episode brings together the themes from the series by looking at how the tax rules can support business restructures, where the current system creates practical difficulty, and what reform may mean for future restructures.

A practical discussion for business owners and advisers considering a business restructure, CGT rollover relief, small business restructure rollover issues or potential tax reform.

For advice on business restructures, CGT rollovers, small business restructure rollover or tax issues arising from a proposed restructure, contact Velocity Legal’s Tax team.

A business restructure can look straightforward in theory, but the practical decisions are often more difficult.

In Part 2 of this Explain That series on Understanding Business Restructures, Andrew Henshaw is joined by Rajan Verma to work through a practical case study involving Jo, a business owner operating a manufacturing business through a family trust.

Following Part 1, which introduced why business owners may restructure for commercial, asset protection or tax reasons, this episode looks at how those ideas apply in practice. Jo’s situation illustrates why restructuring decisions need to be approached carefully, particularly where a business is operated through an existing structure that may no longer suit the owner’s needs.

The discussion covers:

• a practical case study involving Jo and her manufacturing business;
• why a business operated through a family trust may need to be restructured;
• practical challenges that can arise when considering a restructure;
• different ways a restructure may be achieved;
• how restructuring can sometimes occur without triggering income taxes;
• key considerations before changing the legal structure of a business; and
• how the concepts from Part 1 apply to a real-world restructuring scenario.

A practical discussion for business owners and advisers who want to understand how business restructure decisions are worked through in practice, particularly where a business is operated through a trust structure.

For advice on business restructures, family trust structures or tax issues arising from a proposed restructure, contact Velocity Legal’s Tax team.

A business structure that works at one stage of a business may not suit it forever.

In Part 1 of this Explain That series on Understanding Business Restructures, Andrew Henshaw is joined by Rajan Verma to discuss why business owners may choose to change their legal structure, and why restructures remain important in the contemporary business environment.

The episode lays the foundation for the series by exploring the commercial, legal and tax reasons that can drive a restructure. Business owners may consider restructuring for a range of reasons, including changing commercial needs, asset protection and tax efficiencies. The discussion also explains how business needs interact with legal frameworks when deciding whether a restructure is appropriate.

The discussion covers:

• what a business restructure is;
• why business restructures matter in the current business environment;
• common commercial reasons for changing a business structure;
• how asset protection can influence restructuring decisions;

• why tax efficiencies may be relevant;
• how business owners may approach changing the legal structure of a business;
• the relationship between business needs and legal frameworks; and
• how this episode sets up later discussion about the tax implications of business restructures.

A practical introduction for business owners and advisers who want to understand why restructures occur and what issues should be considered before changing a business structure.

For advice on business restructures, legal structuring or tax issues arising from a proposed restructure, contact Velocity Legal’s Tax team.

The impact of CIPT extends beyond the tax calculation for a single property.

In the final episode of this Explain That series on Commercial and Industrial Property Tax Reform, Andrew Henshaw is joined by Bryan Yeo to discuss the broader implications of CIPT for the Victorian property market and the stakeholders affected by the new regime.

Following Part 1, which introduced the basics of CIPT, and Part 2, which applied the regime through practical case studies, this episode looks at the expected impact of the reform and how it may influence property ownership, acquisition costs, rents and decision-making for property developers, investors and advisers.

The discussion covers:

• the broader implications of Commercial and Industrial Property Tax;
• how CIPT may affect the Victorian property market;
• the potential impact on property ownership decisions;
• how acquisition costs may be influenced by the new regime;
• the possible effect of CIPT on rents;
• how property developers and investors may approach decision-making under the new regime;
• why advisers need to understand the broader commercial impact of CIPT;
• the expected impact of the reform; and
• how CIPT could reshape the property landscape in Victoria.

This final episode brings together the themes from the series by considering not only how CIPT works, but how it may affect commercial and industrial property decisions in practice.

A practical discussion for property owners, developers, investors and advisers seeking to understand the broader impact of the CIPT regime on commercial and industrial property in Victoria.

For advice on Commercial and Industrial Property Tax, property and tax issues, acquisition costs or commercial and industrial property matters, contact Velocity Legal’s Property and Tax teams.

The CIPT regime is easier to understand when applied to real property scenarios.

In Part 2 of this Explain That series on Commercial and Industrial Property Tax Reform, Andrew Henshaw is joined by Bryan Yeo to discuss two practical case studies showing how the new CIPT regime may apply in different commercial and industrial property situations.

Following Part 1, which introduced the basics of CIPT, this episode moves from the rules to their practical application. The first case study considers the purchase of a commercial warehouse, how CIPT may affect the property, and the potential availability of government finance for the final stamp duty payment. The second case study looks at change-of-use duty where a property already within the CIPT regime is later redeveloped from industrial to residential use.

The discussion covers:

• how the new Commercial and Industrial Property Tax regime may apply in practice;
• a case study involving the purchase of a commercial warehouse;
• how CIPT may impact a commercial property after purchase;
• the possibility of obtaining government finance for the final stamp duty payment;
• a case study involving change-of-use duty;
• what can happen where a property already in the CIPT regime is redeveloped;
• the example of an industrial property being redeveloped for residential use; and
• why property owners and advisers should consider CIPT consequences when considering a transaction or redevelopment.

A practical discussion for property owners, purchasers and advisers seeking to understand how the CIPT regime can apply to commercial and industrial property transactions and later changes in property use.

For advice on Commercial and Industrial Property Tax, change-of-use duty, government finance for final stamp duty payments or property and tax issues involving commercial and industrial property, contact Velocity Legal’s Property and Tax teams.

Commercial and Industrial Property Tax, or CIPT, changes the way certain commercial and industrial properties are taxed.

In Part 1 of this Explain That series on Commercial and Industrial Property Tax Reform, Andrew Henshaw is joined by Bryan Yeo to introduce the basics of CIPT, why the reform was introduced, and the key features property owners and advisers need to understand.

The episode explains the policy reasoning behind CIPT and outlines how the new regime applies to affected commercial and industrial property. It also considers how the annual tax is calculated, how a property becomes part of the CIPT regime, and related issues such as change-of-use duty.

The discussion covers:

• what Commercial and Industrial Property Tax is;
• the policy reasoning behind the introduction of CIPT;
• the types of property affected by the new law;
• how a property becomes part of the CIPT regime;
• how the annual tax is calculated;
• exceptions to the new law;
• change-of-use duty and why it matters; and
• the key elements property owners and advisers should understand when dealing with CIPT.

As the first episode in the series, this discussion provides a practical foundation for understanding how CIPT works before later episodes explore the reform in more detail.

A practical discussion for property owners and advisers seeking to understand the basics of the CIPT regime and how it applies to affected commercial and industrial property.

For advice on Commercial and Industrial Property Tax, change-of-use duty or property and tax issues involving commercial and industrial property, contact Velocity Legal’s Property and Tax teams.