Business transfer · Trust to company

Moving a business from a family trust to a company: leases, contracts and employees.

A trading business is a bundle of other people's agreements. The landlord, the suppliers, the customers on contract, the bank, the franchisor, the licensing authority and the staff all have a relationship with the trustee, and none of it moves to the company by itself. Transferring the business is a sale in everything but price, with the same consents to obtain and the same things to get wrong.

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Lawyer-led structuring

Deeds, constitutions and transfer documents prepared by a solicitor, not generated from a kit.

Alongside your accountant

The tax modelling stays with your adviser; the legal structure is built to match it.

Fixed fee, quoted first

Quoted before any work starts, with duty, searches and ASIC costs itemised separately.

Property and duty in-house

Victorian duty, land tax and the property transfers handled by the same firm.

Proposed law

The 30% minimum tax on discretionary trusts is before Parliament and is not yet law. The Treasury Laws Amendment (Tax Reform No. 3) Bill 2026 and the Income Tax Rates Amendment (Minimum Tax on Discretionary Trusts) Bill 2026 were introduced on 14 October 2026. As introduced, the tax would apply from 1 July 2028 and the restructure roll-over would run from 1 July 2027 to 30 June 2030. The detail may change before enactment. Last reviewed 27 October 2026.

The lease

The landlord's consent, and the Retail Leases Act.

A lease to the trustee is assigned to the company with the landlord's consent. Under the Retail Leases Act 2003 a landlord cannot unreasonably withhold consent to an assignment of a retail lease, but can require information about the assignee, and the outgoing tenant is released from future liability only where the disclosure and assignment steps in the Act are followed. The guarantors under the old lease are released and replaced; the bond or bank guarantee is re-issued. A lease that has run into holdover, or an option that was never properly exercised, is found at this point.

Lease assignment and transfer

Contracts

Novation, assignment and the contracts that cannot move.

Each supply contract, customer agreement, franchise, distribution or agency agreement is checked for a change-of-control or assignment clause. Some assign with notice, some require consent, some terminate on a change of the contracting party. Government contracts, licences and permits are frequently non-transferable and have to be reapplied for in the company's name, which can take longer than everything else combined.

Employees

A transfer of employment, with entitlements that follow.

Employees are not assets; each one's employment with the trustee ends and a new employment with the company begins. Whether accrued annual leave, personal leave, long service leave under the Long Service Leave Act 2018 and redundancy entitlements carry across, and whether the new employer recognises prior service, is settled in the transfer documents, as is the treatment under any enterprise agreement. Superannuation, payroll tax registration and workers compensation move with the employer.

Finance

The bank, the PPSR and the registrations.

Business loans, overdrafts, equipment finance and guarantees are rewritten to the company. Security interests on the Personal Property Securities Register are discharged and re-registered. The ABN, GST, PAYG withholding and payroll tax registrations are cancelled and re-established, and the business name is transferred. Insurance is reissued from the date of transfer.

Communication

Telling people, in the right order.

Suppliers are told who to invoice, customers who to pay, and both are told nothing changes for them. Direct debits, merchant facilities and online payment accounts are moved on a set date. The sequence is planned so that no invoice is issued by an entity that no longer trades.

FAQs

Common questions.

Still unsure? Call us on (03) 9008 7224 and speak to a lawyer, not a call centre.

Do I need the landlord's consent?

For an assignment, yes. A retail landlord cannot withhold it unreasonably, but can ask for financial information about the company and can require guarantees from its directors.

What happens to long service leave?

The company can recognise the employees' service with the trustee, and the transfer documents say so. Whether the trustee pays out or the company assumes the liability is a commercial term of the transfer.

Can the business transfer without a formal business sale agreement?

It can, but a transfer agreement is what records the assets and liabilities moving, the consideration, the employee terms and the date, which the roll-over choice, the bank and the landlord all ask to see.

Trust tax changes

This page is general information about proposed Commonwealth legislation and current Victorian law. It is not legal or taxation advice and does not take your circumstances into account. The Bills may change before they are enacted, and some matters, including capital gains tax interactions, are to be dealt with in later legislation. Advice should be obtained before any election is made or any asset is transferred.

Page TT-12 · Trust tax changes · Last reviewed 27 October 2026

Line up the consents before the transfer date.

Start online and a CMK Legal structuring lawyer picks it up, or book a consultation and we will point you the right way the same business day.