A successful restructuring is never just paperwork — registering a company or drafting a standard trust deed is the easy part. What matters is understanding exactly what's at stake: the assets involved, the commercial goals behind them, the tax consequences, the governance obligations, and the risks waiting down the line if any of it is done wrong.

June Stacey Marks Attorneys designs and builds bespoke legal structures for individuals, families, entrepreneurs, shareholders and privately held businesses — structures made to hold up under pressure, not just look good on paper.

We bring legal precision and financial insight to every structure we build, so what we hand you is practical, compliant, and built to withstand scrutiny.

OUR RESTRUCTURING EXPERTISE

We restructure businesses, investments, property holdings, family assets and corporate groups — wherever the structure needs to change to protect what matters.

Our work includes:

• Reorganising existing companies and asset-holding structures
• Separating operating assets from investment or property assets
• Consolidating fragmented family or business interests
• Transferring assets into the right corporate structure
• Introducing holding companies and subsidiary structures
• Reuniting or restructuring bare dominium and usufruct interests
• Restructuring ownership after succession, divorce, death or a shareholder exit
• Repairing structures that are outdated, ineffective or were never implemented properly
• Preparing every agreement, resolution and governance document the restructuring requires Every restructuring is built around what you're actually trying to achieve — commercially, financially and for the people who come after you.

SECTION 42 ASSET-FOR-SHARE TRANSACTIONS

Section 42 of the Income Tax Act can let you move an asset into a company in exchange for shares — on a rollover basis, without triggering an immediate tax bill — provided every statutory requirement is met.

This matters when: • Assets are held personally but belong inside a corporate structure
• A business or investment portfolio needs to move into a company
• Family or business holdings need to be pulled together
• A new holding structure is going in
• Property, shares or other qualifying assets are being reorganised
• The restructuring has to happen without triggering a tax consequence you don't need to trigger

Section 42 is not an automatic exemption, and treating it like one is how restructurings go wrong. The nature and value of the asset, the shares issued, the interest retained, the commercial purpose of the deal, and the surrounding tax provisions all have to be got right.

We structure the transaction, prepare every piece of legal documentation it requires, and work directly with registered accountants to get the accounting and tax side implemented correctly.

BESPOKE TRUST CREATION AND REGISTRATION

A trust built from a generic template is a problem waiting to happen.

The trust deed decides everything — how assets are controlled, how trustees have to act, who benefits, and what happens when circumstances change. A poorly drafted trust is one of the fastest routes to disputes, regulatory headaches, and tax or succession consequences nobody saw coming.

We build bespoke inter vivos and testamentary trusts around what you actually need, including:

• Family and succession trusts
• Asset-holding trusts
• Business and investment trusts
• Property-holding trusts
• Trusts for minor or vulnerable beneficiaries
• Testamentary trusts established through a will
• Specialised trusts for defined commercial or family purposes

Our service can include:

• Drafting the trust deed
• Defining trustees' powers and duties
• Structuring beneficiary rights and distributions
• Introducing independent trustee and governance protections
• Preparing trustee resolutions and supporting documents
• Registration with the Master of the High Court
• Assistance with letters of authority
• Beneficial-ownership compliance
• Amendments to existing trust deeds
• Reviews of existing trusts and governance arrangements
• Advice on trustee duties, disputes and trust administration We're not just registering a trust.

We're building something that can actually be administered, relied on, and defended if it's ever challenged.

COMPANIES AND BESPOKE SHARE STRUCTURES

Different shareholders bring different things to the table — capital, expertise, risk, assets. They shouldn't all be forced into the same class of shares just because that's the default.

We advise on company formation and restructuring, and build bespoke share classes tailored to the deal actually in front of us — covering:

• Voting and management control • Dividends and economic participation
• Preference returns • Growth in the value of the business
• Conversion or redemption
• Restrictions on the transfer of shares
• Succession and exit arrangements
• Protection of founders, investors or family interests
• Minority-shareholder protections
• Deadlock and dispute-resolution mechanisms

We prepare and align the Memorandum of Incorporation, shareholders' agreement, subscription agreements, resolutions and supporting documents — so the legal structure actually reflects the deal you made, not a generic version of it.

LEGAL STRATEGY SUPPORTED BY FINANCIAL EXPERTISE

Restructuring decisions can't be made in a vacuum, separate from their tax and accounting consequences — that's how expensive mistakes happen.

We work directly with registered accountants on every tax-related matter, so the legal structure, the financial information, the valuations, the tax treatment and the implementation steps are all considered together — with each professional owning their own lane.

Our legal work is built on a real understanding of:

• Financial statements
• Asset ownership and valuation
• Shareholder and loan-account structures
• Company and trust governance
• Tax risks arising from asset transfers
• Succession and estate-planning considerations
• What goes wrong with defective or artificial arrangements

That's how we catch legal and commercial risk before documents are signed and assets change hands — not after.

WHY JUNE STACEY MARKS ATTORNEYS?

We don't sell standard structures.

We look at what you actually own, how it's currently held, what you're trying to achieve, and what could go wrong. Then we build a structure that's legally sound, commercially practical, and backed by every governance and implementation document it needs to actually work.

Our approach combines:

• Advanced company, insolvency and commercial-law expertise • Strong financial and accounting insight
• Bespoke legal drafting
• Strategic tax-sensitive structuring
• Real experience in trust and shareholder disputes
• Direct collaboration with registered accountants
• A focus on structures built to survive regulatory, creditor and judicial scrutiny

FREQUENTLY ASKED QUESTIONS (Q&A)

WHAT IS A SECTION 42 ASSET-FOR-SHARE TRANSACTION?

Section 42 of the Income Tax Act allows an asset to be transferred to a company in exchange for shares, on a rollover basis, without triggering an immediate tax liability — provided all statutory requirements are met. It's commonly used when personally held assets, businesses or investment portfolios need to be consolidated into a corporate structure without an upfront tax cost.

DO I NEED A TRUST OR A HOLDING COMPANY?

The right structure depends on your objectives. A trust is generally suited to succession planning, asset protection and managing benefits for family members or vulnerable beneficiaries over time. A holding company is typically better suited to consolidating business assets, separating operating risk from investment assets, and enabling flexible shareholding arrangements. In many cases, the best outcome combines both.

WHY CAN'T I JUST USE A STANDARD TRUST DEED TEMPLATE?

A template cannot account for your specific assets, family circumstances, succession objectives or tax position. Poorly drafted trusts are a leading cause of disputes, regulatory difficulties and unintended tax consequences down the line. A bespoke trust deed defines exactly how trustees must act, who benefits, and what happens as circumstances change.

HOW LONG DOES A CORPORATE RESTRUCTURING TAKE?

Timing depends on the complexity of the existing structure, the number of assets and parties involved, and whether the restructuring requires regulatory approvals, third-party consents, or coordination with accountants on tax treatment. Straightforward reorganisations can be implemented in weeks; more complex multi-entity or cross-border restructurings take longer to plan and execute properly.

WHAT RISKS ARISE FROM AN OUTDATED OR POORLY IMPLEMENTED STRUCTURE?

Structures that were never properly implemented, or that haven't been reviewed as circumstances changed, can expose clients to disputes between shareholders or trustees, unintended tax consequences, challenges from creditors, and difficulty enforcing rights when they're most needed. Reviewing and repairing existing structures is often as important as creating new ones.

WHY INVOLVE LAWYERS AND ACCOUNTANTS TOGETHER IN A RESTRUCTURING?

Restructuring decisions cannot be made in isolation from their tax and accounting consequences. We work alongside registered accountants so that the legal structure, valuations, tax treatment and implementation steps are considered together — while each professional remains responsible for their own area of expertise. This reduces the risk of legal and commercial problems being identified only after documents are signed.

WHAT HAPPENS TO A STRUCTURE AFTER OWNERSHIP CHANGES — THROUGH SUCCESSION, DIVORCE OR A SHAREHOLDER EXIT?

Changes in ownership often require restructuring bare dominium and usufruct interests, reallocating shareholding, or amending trust and company governance documents. Without proper legal attention at this stage, structures can become misaligned with who actually controls or benefits from the underlying assets.

IS A RESTRUCTURING ONLY RELEVANT TO BUSINESSES IN FINANCIAL DISTRESS?

No. While restructuring is often associated with financial distress or business rescue, most of our restructuring work involves healthy businesses and families proactively reorganising assets, consolidating fragmented holdings, planning succession, or introducing more effective governance and shareholding structures before problems arise.