What business structure should I use?
How do I set up a company?
What is a sole trader?
Will I be personally liable for the debts of the business?
What is a partnership?
Is it advisable to draw up a partnership agreement?
Can I invite the public to invest in my registered business name?
Which Government department registers companies?
What is a proprietary limited company?
What is a limited company?
What is a limited partnership?
What is a limited partner?
What is a general partner?
What is a trust?
How does a trust work?
How do I set up a trust?
What are the advantages of a trust structure?
What is a co-operative?
What is the difference between a co-operative and a company?
How does a co-operative work?
What are the advantages of a co-operative structure?
The choice of a business structure is one area where you should seek professional advice from your accountant and also your solicitor. You should make sure you understand the advantages and disadvantages of each type of structure before you make the decision. All aspects of each structure should be explored and a choice made which best suits the way you intend to run the business. More detailed information about the advantages and disadvantages of each structure can be obtained from the information sheet titled "Business Structure" which is available from your local Business Advisory Service or here.
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There are a number of ways to set up a company. The easiest way of starting a company is to buy what is known as a shelf company and then change its name if necessary. This can be done through an accountant or solicitor or companies that specialise in selling shelf companies. You can also register a company yourself through the ASIC directly or through their website at www.asic.gov.au/asic/asic.nsf.
If you conduct a business alone, without a partner, then you are classified as a sole trader. This definition applies whether or not you have employees working for you. It is an inexpensive business to establish and maintain, with the least reporting to Government.
Yes, you are personally liable for all business debts, which means your assets may be at risk.
A partnership enables a group of people to contribute their time, talents and money towards the business. In return they share the responsibilities and profits. In the absence of a formal partnership agreement, the law will assume that each partner has an equal share. The responsibility of running the business is shared and the ability to raise finance for the business is enhanced. It should also be noted that all partners may be personally liable if the business incurs any debts. If you are entering into a partnership, it is a good idea to draw up a partnership agreement. There is a fact sheet about this available at your Business Advisory Service, or you can get some information here.
Yes, a written partnership agreement sets out specific conditions applying to the partnership, it should spell out the rights and duties of each partner, and should include some method for resolving disputes. It should also make clear the liabilities of each partner and their entitlement to and share of profits.
No. A business owner cannot use or refer to a registered business name in connection with an invitation to the public to lend or deposit money with the business.
The Australian Securities and Investments Commission registers all Australian companies - both public and private. Any company that is registered with the ASIC will have an ACN number (Australian Company Number).
It is a private company registered by the Australian Securities and Investments Commission. At least one person is required to form a proprietary limited company who must fill the role of both Director and Secretary. Companies are required to lodge annual returns each year. A proprietary limited company cannot invite the public to invest or deposit money with it. The liabilities of the shareholders are limited to the share capital they have subscribed and any debts they may have personally guaranteed. Contact ASIC for further details.
A limited company is a public company consisting of at least five people who fill the roles of directors and secretaries. Limited companies also have shareholders and can raise capital by offering shares to the public by issuing a prospectus.
A limited partnership is a variant of an ordinary partnership. The NSW Partnership Act makes provision for limited liability partnership structures whereby the liability of a partner contributing capital can be limited to the amount of financial contribution, provided that the person doesn't take part in the management of the business.
A limited partner is a passive investor in a business. A limited partner does not manage the business and has limited liability towards the debts and obligations of the business to the amount contributed.
A general partner is responsible for the management of the business. A general partner has unlimited liability for the debts and obligations of the business and has the power to bind the limited partnership.
A trust is a business structure whereby the trustee holds property and earns and distributes income on behalf of the beneficiaries. One of the most common types of trusts is a family trust. The trustee (usually a company) owns the property and distributes income to the beneficiaries of the trust, who are usually family members. In this way a person who would otherwise earn a large taxable income can split his or her income between family members.
Income is earned by the trust company. The trustee is empowered to distribute the trust income to whom of the beneficiaries and in what proportions he or she chooses. In the case of a family trust the trustee could, for example, distribute income to the children of the family and thereby reduce the taxable income of the parents.
Your accountant or solicitor will help you to establish a trust. As it is a complicated way of conducting business, you will need professional advice to ensure that the laws are complied with and you get the most out of this type of arrangement.
The main advantage of a trust structure is tax minimisation.
A co-operative is a business structure that has corporate status, ie it is a separate legal entity and has the advantages of limited liability. Co-operatives are created under the Co-operatives Act 1992 (NSW).
The main difference between co-operatives and companies is that under a company structure there is a profit motive, returning dividends to the members of the company; whereas a co-operative operates on a service motive, providing adequate services to its members and any return of capital is limited.
Unlike a company, all members of a co-operative have only one vote, irrespective of their shareholding. It is run in a similar fashion to a company. A board of directors is elected which controls the management of the business of the co-operative.