Practice · 02
Business structuring and start-up
The structure you start with is the one you will be explaining to a buyer, an investor, or a departing partner. Worth a day's thought now.
Companies, trusts and partnerships, and the agreements between the people who own them.
The work
Most businesses are set up in an afternoon, online, for a few hundred dollars. That part is easy. The part that is not easy is deciding, in advance, how decisions get made, how profit gets split, what a founder who leaves takes with them, and how a new investor comes in without upsetting all of that.
The practice does the second part. It drafts constitutions and trust deeds that match how the business will actually be run, shareholders and partnership agreements that answer the awkward questions while they are still hypothetical, and the founder terms that sit underneath a start-up. It also handles the quieter annual work: minutes, resolutions, share transfers, and keeping the ASIC record honest.
Fixed fees for a constitution, a shareholders agreement, or a start-up document set. The scope is written down before the first draft.
This work includes
- Choosing a structure
- Company constitutions
- Shareholders agreements
- Partnership agreements
- Discretionary and unit trust deeds
- Founder and co-founder terms
- Director duties and board basics
- Joint ventures
- Company secretarial and ASIC filings
- Restructures and share transfers
How it usually runs
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A conversation about the business, not the entity
Who owns what, who does the work, where the money comes from, and what happens if one of you leaves. The structure follows from those answers. Your accountant is part of this conversation on the tax side.
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The documents, in the right order
Constitution or trust deed first, then the agreement between the owners, then the registrations. Doing the ASIC registration before the shareholders agreement is the most common mistake, and the hardest to unwind.
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A set you can run the company on
Signed documents, a register, the first minutes, and a one-page note on what needs to happen each year. Nothing that sits in a drawer unread.
Where the line is
- Tax advice is your accountant's. The practice drafts the documents to carry the structure your accountant recommends, and says so when the two do not line up.
- Capital raising from the public, and anything needing a disclosure document under the Corporations Act, is outside the practice's scope and referred on.
Nobody pays anybody for a referral here, in either direction. How the practice hands work on →
Common questions
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Do two co-founders really need a shareholders agreement?
Yes, and the earlier the better. Without one, the Corporations Act and the standard constitution decide what happens when you disagree, when one of you wants out, or when a third person wants to invest. Those defaults were not written with your business in mind. A shareholders agreement written while you still like each other is cheap. The alternative, worked out later through lawyers on both sides, is not.
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Company, trust or sole trader?
It depends on liability, tax, who else is involved and where the business is going. The practice will give a view on the legal side and will not give tax advice, which is your accountant's territory. The best outcomes come when the two are in the room together, in whatever order, before anything is registered.
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We already have a company. Can the documents be fixed later?
Usually. A constitution can be replaced by special resolution, a shareholders agreement can be signed at any time, and share transfers can move ownership into the right hands. What cannot be undone easily is a deal already done on the wrong footing, so if something is about to happen, an investor, a new partner, a sale, do the documents first.
Often sits beside this
Make an enquiry
Send a short note about what is happening. You will hear back within one business day, and there is no charge for finding out whether the matter is a fit.