Pivot Point Advisory / Practical thinking

Business structure review NZ: prepare for succession

A business structure review tests whether today's ownership and operating arrangements support the succession you want. Map what exists, describe what will change and bring the legal, tax, valuation and funding questions together before committing to a transfer.

Connect ownership structure with the transition decisions in our succession planning for business owners guide.

Discuss your next decision
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See clearly. Choose deliberately. Move decisively.

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Map what exists today

Start with the entities, people and relationships involved. A business name alone does not show who owns the operation, the premises, equipment or intellectual property. Draw a simple diagram and write down which entity holds each significant asset, contract and borrowing arrangement.

Separate ownership from day-to-day leadership. The person running the business may not own it, and the owner of the property may be different again. Include relevant trusts and related entities in the information you give advisers. Mark gaps for confirmation and attach the documents that support the map.

Check the share register, governing documents, shareholder agreements, leases, lending documents and material contracts relevant to the proposed change. Record where a personal guarantee or consent question needs professional review. The aim is a complete briefing picture, not a legal interpretation of each document.

In New Zealand, business structure affects ownership, tax, responsibilities and the ability to grow or sell. Business.govt.nz explains the main structures and why the choice depends on the circumstances. For an established business, the practical starting point is how the existing arrangements support the intended transition.

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Describe the intended change

Write the desired destination in plain language. Are you transferring ownership, handing over management, bringing a manager into equity, introducing an investor or preparing for a sale? These changes can happen on different dates. Set out what you want to retain as well as what you intend to transfer.

For family succession, distinguish the business objective from each person's expectations. Who wants to work in the business? Who wants income or an ownership interest? Who will make decisions after the transition? Our family business succession guide helps you organise that first conversation.

Then record the commercial constraints: the owner's proposed exit date, the successor's readiness, funding capacity, working capital needs and relationships that must continue. If one assumption changes, such as the availability of finance, identify which other parts of the plan need to be reconsidered.

A useful review brief can be one page: current position, intended destination, proposed sequence, unresolved questions and the people who must agree. Put dates beside assumptions and keep one version for all advisers to work from.

Use this in your business

A structure-review briefing pack

  • Ownership map: Entities, owners, shareholdings and relevant trust or related-party relationships, with supporting records.
  • Operating map: Where premises, assets, intellectual property, customer contracts and employment arrangements sit.
  • Funding map: Borrowings, security, guarantees, related-party balances and the questions to raise with lenders.
  • Proposed change: What moves, between whom, in what sequence and on what intended dates.
  • Owner objectives: Desired future role, income needs, retained assets and the outcome sought for the family or other owners.
  • Decision register: Each open issue, the adviser responsible, information required, dependencies and the date for a response.

Bring existing professional advice and draft agreements. Ask advisers to confirm which assumptions remain current and which parts of the proposal need fresh analysis.

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Compare options with coordinated advice

Ask for a comparison against the same commercial objectives. For each option, record what would change, what would remain, the implementation steps, costs to establish and maintain it, and unresolved legal, tax or funding questions. Include the option of keeping the current structure while changing roles or timing.

Allocate responsibilities explicitly. Tax and structure advice should connect with the legal documents; valuation should address the interest actually being transferred; funding should match the proposed payments and continuing business needs. Our business tax advisory service supports the tax and structural questions around ownership changes.

Separate the price discussion from the structure decision, while keeping them coordinated. A different set of assets, rights or obligations may call for a different valuation scope. Use the business valuation report template to identify the interest, purpose and date that your valuation brief needs.

Before implementation, ask the responsible advisers to confirm the required documents, approvals, notifications and sequence for your circumstances. Record dependencies so a later step is not treated as settled while an earlier consent or funding question remains open.

Illustrative worked example

A manager joins ownership while the founder steps back

Consider a fictional founder who wants a manager to acquire an initial 20% interest and take over day-to-day leadership. The trading company runs the operation, while a related entity owns the premises. The founder also has a personal guarantee connected with lending.

  1. Current map: The accountant assembles the ownership and balance records. The legal adviser identifies the relevant agreements. The map makes clear that buying shares in the trading company does not describe what happens to the premises or guarantee.
  2. Destination: The founder wants less operational involvement but intends to retain the premises. The manager wants clarity about their role, decision rights and how a later ownership increase would be considered.
  3. Questions: What interest is being valued? What property arrangements would the operation rely on? What does the lender require? How would the initial purchase be funded? Who decides matters outside the manager's delegated role?
  4. Compare routes: Advisers examine the proposed share transfer and any alternatives against those objectives. They explain the legal, tax and funding consequences for the specific facts before an option is chosen.
  5. Decision record: The parties record the agreed route, remaining conditions, responsible people and sequence. They align the ownership documents, leadership handover and funding timetable.

The output is a coordinated plan with visible conditions. No particular structure or tax result is assumed. Use a business succession plan template to carry the agreed actions into the wider transition.

Your next move

Bring the current map and the destination

We advise on tax and structure around buying, selling and succession. Start with your ownership map, the change you are considering and the questions that need a coordinated answer. Our Hawke's Bay team works with owners across New Zealand.

Discuss your structure and succession plansMeet our advisory team

This guide helps you prepare for advice. Have the legal, tax and financial consequences assessed for your circumstances before implementing a change.