Business & Corporate Law
Start or restructure your business on solid legal ground.
Choosing the right business structure — company, trust, partnership, or joint venture — has lasting consequences for tax, liability, and control. Getting proper legal advice at the formation stage is far cheaper than fixing a poorly structured business later. Submit your request and speak with a business lawyer who can guide you through the right structure for your situation.
⚠ Restructuring an existing business can trigger stamp duty and CGT consequences if not done correctly — submit your request now.
Does This Sound Like You?
Common situations we help with.
Starting a business and unsure which structure to use
You're launching a new business and trying to decide between a sole trader, company, trust, or partnership structure — but the tax, liability, and control implications of each aren't clear to you.
Your existing business needs restructuring for tax efficiency
You've been operating as a sole trader or simple company for years, but your business has grown and your accountant has suggested a trust or holding company structure might reduce your tax burden — you need legal advice on how to restructure without triggering tax liabilities.
Disagreements about profit sharing in your partnership
You're in a business partnership and there's a dispute about how profits or losses are shared, how decisions are made, or what happens if one partner wants to exit. You either don't have a partnership agreement or the existing one doesn't cover the issue clearly.
Your trust deed needs to be updated
Your discretionary or unit trust was set up years ago and the trust deed is outdated, doesn't reflect how the business has evolved, or needs to be amended to add beneficiaries, change trustees, or comply with current ATO requirements.
You need a shareholder agreement before bringing on co-investors
You're bringing a new investor or co-founder into your company and want a shareholder agreement in place before shares are issued — covering voting rights, dividend rights, exit mechanisms, and what happens if a shareholder wants to sell.
Your joint venture is going wrong without a formal agreement
You entered a joint venture on a handshake or with only a basic heads of agreement. Now disputes are arising about contributions, ownership of IP created during the venture, and how to wind it up — without a proper JV agreement, your position is unclear.
How It Works
The right structure from the start — or a clean restructure.
Whether you're starting fresh or fixing an existing structure, describe your business situation and goals. A business lawyer will advise on the right structure, the legal documents needed, and how to implement it efficiently.
Submit Your Business Formation RequestSubmit your request
Describe your business type, the structure you currently have (if any), your goals — whether asset protection, tax efficiency, bringing on investors, or resolving a partnership issue.
Matched with a business lawyer
Your request is reviewed and matched with a business lawyer who advises on structuring, formation, and corporate governance for your industry and situation.
Advice, documents, and implementation
Your lawyer advises on the optimal structure, prepares or reviews the legal documents — constitutions, trust deeds, shareholder agreements, partnership agreements — and guides you through implementation.
Get It Right
The cost of legal advice at the formation stage is a fraction of the cost of unwinding a poorly structured business years later
All 8 States
Requests matched to specialist business lawyers across every state and territory in Australia
Free
Initial consultation — understand your options before committing to any structure or signing any documents
Tax & Legal
Business structure decisions involve both legal and tax considerations — your lawyer can coordinate with your accountant
Before You Structure
Practical questions about business structures and formation.
What is the difference between a company, a trust, and a partnership? +
A company (Pty Ltd) is a separate legal entity with shareholders and directors — it offers limited liability and a flat 25–30% corporate tax rate. A trust is not a legal entity but a relationship managed by a trustee — discretionary trusts offer flexible income distribution to beneficiaries and are commonly used for asset protection. A partnership is an arrangement between two or more parties sharing profits and liabilities — general partners are personally liable for partnership debts. Each structure has different tax, liability, and governance implications. The right choice depends on your specific goals.
What should a shareholder agreement cover? +
A well-drafted shareholder agreement should cover: shareholder voting rights and decision-making thresholds; how dividends are declared and distributed; what happens when a shareholder wants to sell (pre-emptive rights, drag-along, tag-along); how to value shares for a buyout; what happens on a shareholder's death, incapacity, or insolvency; director appointment rights; non-compete and restraint obligations; and dispute resolution mechanisms. The company's constitution works alongside the shareholder agreement — both documents need to be consistent.
How can I restructure my business without triggering tax liabilities? +
Business restructuring can trigger capital gains tax (CGT), stamp duty, and GST consequences if not done carefully. The ATO offers small business restructure rollover relief under Division 328 of the ITAA 1997 for eligible small businesses moving to a more suitable structure — but strict conditions apply. Restructuring typically requires both a tax adviser and a lawyer working together to structure the transaction correctly, prepare the necessary documents, and ensure all ATO requirements are met.
Can a trust deed be amended after it is established? +
In most cases, yes — provided the trust deed includes a power of amendment. However, the amendment must be carefully drafted to avoid inadvertently resettling the trust (which would be treated as a new trust for CGT and stamp duty purposes) or creating other unintended tax consequences. Common amendments include adding beneficiaries, changing trustees, updating distribution provisions, or modernising outdated language. A lawyer must review the specific deed before any amendment is made.
What are the key terms in a joint venture agreement? +
A joint venture agreement should clearly define: the scope and purpose of the JV; each party's contributions (cash, IP, labour, equipment); ownership of jointly created IP; how profits and losses are shared; decision-making rights and governance; confidentiality and non-compete obligations; what happens if one party wants to exit; and the dispute resolution mechanism. Whether the JV is structured as an incorporated JV (a jointly owned company) or an unincorporated contractual arrangement also needs to be decided, with each having different legal and tax implications.
What is a buy-sell (shotgun) clause and should my shareholder agreement have one? +
A buy-sell or "shotgun" clause allows one shareholder to offer to buy the other's shares at a stated price — and the recipient must either accept the offer or buy the offeror's shares at the same price. It's a deadlock-breaking mechanism designed to ensure a fair valuation when shareholders can't agree on an exit. While effective for equal two-shareholder structures, shotgun clauses can disadvantage shareholders who lack the financial capacity to buy — so the appropriateness of including one depends on the specific shareholder arrangement and funding positions.
Have a question not covered here? Submit your request and a business lawyer will be in touch.
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