Restructure to defer or minimise tax.
Business and trust structures, corrected.
When the structure underneath a business, a trust, or a mixed holding arrangement no longer fits where the client is going, a chartered-accounting-led restructure can defer or reduce tax exposure, simplify the group, and prepare cleanly for the next transaction or generational transfer. Scoped per engagement after an initial assessment.
Practising since 2009. The client and retention figures are our own estimates across that time.
Credentials
- CA(SA) ledChartered Accountant (South Africa)
- SAICA memberSouth African Institute of Chartered Accountants
- Reg. 2009/018813/07Managing Advancing Wealth (Pty) Ltd
Three broad scenarios.
A restructure is a deliberate, time-bound engagement, not a recurring service. These are the moments it pays off, whether the structure in question is a business, a trust, or both.
Pre-transaction.
A sale, partial exit, or business-unit transfer is on the horizon. The current structure (company or trust) adds tax friction or complexity that a buyer will discount, or that you’ll pay for personally on transfer.
Growth inefficiency or structural drift.
The group has outgrown its structure. Entities that should consolidate, trusts that were set up years ago and no longer fit, holding arrangements that have drifted out of alignment with the estate and tax plan. The cost compounds year on year.
Succession.
Control is moving to the next generation, across business shares, trust interests, or both. The structure needs to support the transfer cleanly, manage the tax implications across multiple parties, and protect family relationships at the same time.
Every restructure serves one or both.
The scope, the route and the documentation all follow from which of these the engagement is solving for, regardless of whether the structure being re-shaped is a company, a trust, or a combination.
Minimise or defer taxation.
Restructure within the Corporate Rules, the Income Tax Act, and the Trust Property Control Act to reduce immediate tax exposure, defer recognition where rules allow, or unlock relief that the current structure forecloses.
Simplify and align the structure.
Reduce the number of entities, eliminate dormant or low-value subsidiaries, consolidate ownership, unwind or consolidate redundant trusts, and clean up share-register and trust-deed history, before a buyer, lender, regulator, or estate executor asks for an unwind.
What a restructure actually changes.
A typical drifted group: assets in personal name, entities accumulated ad hoc, a trust that no longer fits. The restructure re-routes ownership into one clean, tax-relieved line.
Before: as it drifted
- You personally hold the operating company, a property, and a dormant company
- The family trust sits to one side, misconfigured and misaligned with the estate plan
- Transfers attract tax with no relief; the structure and the plan disagree
After: corrected
- The family trust holds a new holding company
- The holding company holds the operating company and a property company
- The dormant entity is deregistered; relief preserved under the Corporate Rules, ss 42 to 47
An illustrative pattern, not a recommendation: every restructure is scoped from the client’s actual structure and modelled before any step is taken.
One coordinated engagement. Two dimensions.
A restructure isn’t a single decision. It’s a sequence of coordinated tax, legal, regulatory and administrative actions that have to land in the right order. This engagement covers both business and trust restructuring under one scope.
Eligibility under Corporate Rules
Determine which entities qualify for the relevant Corporate Rules (including the 70% shareholding test that gates tax-neutral treatment) and which restructuring routes are available given the group’s current shape.
Restructuring Route
Establish the appropriate route: amalgamation, transfer, asset-for-share, share-for-share or unbundling, modelled against tax and commercial outcomes under sections 42 to 47 of the Income Tax Act.
Restructure within the Framework
Execute the restructure in accordance with the Income Tax Act Corporate Rules and the Companies Act, preserving the relief and the legal validity of each step.
Companies Act Documentation
Board resolutions, share register updates, share certificate issuance and cancellation, shareholder agreements and supporting filings. Legal review of agreements is referred to attorneys where required (additional fees).
Advance Tax Rulings
Where the tax treatment requires it, prepare and submit applications for Advance Tax Rulings to secure the SARS position in writing before the transaction concludes. SARS application fees are recovered with prior written approval.
SARS Correspondence & Dispute Resolution
Handle all SARS correspondence related to the restructure: verifications, queries, supporting documentation, position papers. Where a position is challenged, manage objections and appeals, coordinating with MAW’s SARS Consulting service where full dispute escalation is needed.
Re-shaping existing trust structures
Diagnose trust structures that are wrongly configured, no longer serve the client’s estate or succession goals, or have drifted out of compliance, and design the corrective path forward.
Asset migration between structures
Where the diagnosis calls for it, plan and execute the migration of assets between personal, company and trust structures, managing the tax consequences of each transfer step.
Unwinding or consolidating trusts
Dissolve redundant or non-compliant trusts, consolidate duplicate structures, and ensure the wind-down is handled in the correct sequence with the tax and master’s-court obligations met.
Deed amendments
Where the trust deed needs to change to reflect the restructured purpose or beneficiary arrangement, coordinate the amendment with partner attorneys. Deed amendment legal review and drafting is referred to attorneys (additional fees).
Five bodies of law. One coordinated engagement.
A restructure that gets any one of these wrong invalidates the relief or the legal position. The engagement holds all five together.
Corporate Rules
The relief mechanisms that allow tax-neutral or tax-deferred restructures between qualifying companies and shareholders.
Companies Act
Resolutions, share register, share certificates, beneficial ownership, shareholder protections and filing requirements.
Trust Property Control Act
Governs the re-shaping, unwinding, and deed amendment of trusts, including master’s court obligations, trustee duties, and the requirements for valid structural changes.
Advance Tax Rulings
Securing SARS’s written position on the tax treatment before the transaction concludes, where certainty is needed.
SARS Dispute Resolution
Where SARS challenges the restructure position (objections, appeals, ADR), managed within statutory deadlines.
Four audience profiles.
Business & Trust Restructuring isn’t for everyone. It’s for principals where the tax saving, the structural clarity, or the transaction preparation justify the engagement, whether the structure is a business, a trust, or both.
Founders pre-sale or pre-exit.
Preparing the business for a sale, partial exit or transaction that the current company or trust structure makes harder or more tax-costly than it needs to be.
CFOs of multi-entity groups.
The group has accumulated entities and trusts over time, some approaching or crossing the 70% shareholding threshold that gates tax-neutral relief. Consolidation, unbundling or holding-structure rework is overdue.
Clients with misaligned trust structures.
A trust was set up years ago for a purpose that has changed. It no longer fits the estate plan, carries compliance gaps, or creates unintended tax exposure that needs to be corrected.
Family business succession.
Control is moving across generations, in the business, the trust, or both. The structure needs to support the transfer cleanly, with the tax and family dynamics managed together.
Structure review to implementation, in five disciplined steps.
Every restructure follows the same sequence, whether the engagement centres on companies, trusts, or both. The detail varies; the order doesn’t.
Scoped per engagement. Outcomes-aligned.
The fee for Business & Trust Restructuring is dependent on client circumstances and scoped per engagement after an initial assessment. The work differs materially depending on whether the engagement is a business restructure, a trust restructure, or a combination of both: each carries a different scope, risk and tax-impact basis. Indicative anchors are agreed at the assessment stage and confirmed in the engagement letter.
Attorney-Review Caveat
Some engagements involve shareholder agreements or trust deed amendments that require attorney review or drafting. Where that applies, legal fees are passed through at cost, quoted transparently and agreed in writing before the attorney is engaged.
SARS Application Fees
Where the engagement requires Advance Tax Ruling applications, SARS charges its own application fee plus direct costs. These are pass-through costs, quoted to you for written approval before any submission.
Business & Trust Restructuring vs SARS Consulting.
A restructure naturally generates SARS correspondence: Advance Tax Ruling applications, queries, verifications and occasionally objections. We handle that correspondence within the restructure engagement itself. It doesn’t need to be a separate matter.
Where the SARS interaction escalates into a full dispute (objection, appeal, ADR), we coordinate with MAW’s SARS Consulting service. The technical restructuring work continues; the dispute work runs alongside.
If a SARS dispute is already running.
If you’re already engaged on a SARS matter and considering a restructure, talk to your existing MAW contact first: the restructure timing may be affected by the dispute, and the two engagements coordinate.
SARS Consulting PageThe questions we hear most often.
When should we start considering a restructure?
What is the difference between this service and Trust Formation & Administration?
Can a restructure cover both a company group and a trust in one engagement?
Do you handle the legal side of the restructure?
What is an Advance Tax Ruling and when is one needed?
How long does a restructure take?
Will you work with our existing tax advisors and lawyers?
Do you sell financial products (insurance, RAs, investments)?
Restructure once. Properly.
Start with a discovery call: free, no commitment. We discuss the structure, you decide whether the diagnosis is worth doing.
What happens on the call: 30 minutes, online. We get to know your business and check that we are the right fit for each other, answer the questions you bring, share best practice for your setup, and quote for any work that falls within our services.
CA(SA) led practice +27 10 592 7717 info@mawinc.co.za 101 Rose Avenue, Lenasia, Johannesburg