During 2026, Rankin Business Lawyers is presenting a series of articles providing guidance on what to do when preparing a business for sale. This month we examine the structure of business sales – including the difference between an asset sale and a share sale – and the capital gains tax (CGT) implications for your sale.
Structure drives tax and complexity. Speak to our team at Rankin Business Lawyers to assist you in deciding early whether you’re selling assets or shares, then explore Australia’s small business CGT concessions with your trusted accountant to improve your outcome.
Late structural decisions can multiply consents, affect employee transfers, increase tax, and compromise your position with the buyer. Misunderstanding concession eligibility or the order can leave money on the table, as well as potentially give the buyer an advantage.
Three Practical Steps You Can Implement
- Compare asset vs share sale
- Asset sale: Buyer picks assets; seller may need to assign contracts/leases and handle employee terminations/re‑engagements.
- Share sale: Buyer acquires the shares in the company (contracts stay in place) but change‑of‑control clauses may trigger consent rights.
- Model the four small business CGT concessions; plan the order of application
- Concessions: 15‑year exemption; 50% active asset reduction; retirement exemption; rollover.
- Example: Apply 50% active asset reduction, then retirement exemption to disregard remaining gain (subject to eligibility and financial advice).
- Consider super contributions under the CGT cap (where applicable)
- What to do: Evaluate whether sale proceeds will be eligible under retirement exemption and whether these can be contributed to super without counting towards general non‑concessional caps (subject to lifetime CGT caps).