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Explain the transaction in plain language
Start with what you want to achieve: a shareholder exit, a family transfer, a buy-in, an acquisition or a change to the business structure. List the entities and people involved, what would move between them and the proposed sequence.
Our team's tax and business-structure experience supports these conversations. The more clearly the commercial purpose is expressed, the easier it is to identify the questions requiring detailed advice.
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Identify what is changing hands
Selling shares and selling business assets are different transactions. The treatment of particular assets, liabilities and payments depends on the facts. Read our asset sale and share sale comparison to prepare the commercial questions.
For an asset sale, bring a schedule of what is included and the proposed allocation of the price. Stock, depreciable assets and other rights may need separate consideration. Discuss tax and GST before treating the net proceeds as settled.
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Connect tax, value and funding
A valuation, a proposed payment timetable and a tax analysis answer related but different questions. Make sure advisers are working from the same entities, dates and proposed steps. Ask how a change in one assumption affects the rest of the plan.
The guide to tax when selling a business sets out useful preparation questions. It is a starting point for a discussion about your circumstances, rather than a calculation of your outcome.
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Create one decision record
Keep the agreed transaction outline, outstanding questions and adviser responsibilities together. Record which assumptions have been tested and which still need confirmation. A change to the buyer, assets, consideration or timing should trigger a review of the advice it affects.
For succession and wider ownership questions, use our business structure review NZ guide to map the entities, assets and funding arrangements. Its worked manager-buy-in example shows the questions to resolve before the ownership and leadership changes proceed. Include your legal adviser where documents, rights or obligations need to change.
Use this in your business
Information for a focused tax discussion
| Bring | Why it helps |
|---|---|
| Entity and ownership chart | Shows who owns the assets and interests. |
| Proposed transaction steps | Identifies what moves, when and between whom. |
| Asset and liability schedule | Separates items needing different treatment. |
| Draft price and payment terms | Connects the commercial agreement to the analysis. |
| Previous advice and agreements | Highlights assumptions and existing commitments. |
A practical example
The same headline price, different questions
A buyer may propose acquiring selected assets rather than shares in the trading company. Even if the parties discuss the same headline amount, the assets transferred, retained obligations and tax questions can differ. Review the revised structure as a complete proposal before relying on an earlier net-proceeds estimate.
Your next move
Talk through the tax and structure questions
Bring the proposed ownership change and the questions you need resolved. We can help connect the tax work with the wider commercial and structural decision.
Talk through the tax and structure questions