Business & commercial

Business set-up & structuring.

The structure you trade through decides how much tax you pay, who is personally exposed when something goes wrong, and how easily you can bring in a partner, borrow, or sell later. At CMK Legal in Richmond, a commercial solicitor recommends the right structure for your situation, then registers the company, drafts the trust deed and lodges everything for you on a fixed fee.

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Solicitor-drafted

Constitutions and deeds prepared by a lawyer, not generated from a kit.

Same-day registration

Most companies are registered and ACNs issued the day we receive your details.

Fixed fee

Quoted in writing before we start, ASIC and duty costs itemised separately.

Compliance handled

Registers, minutes, share certificates and stamping all completed for you.

Set-up & structuring services.

Every company, trust and SMSF document we prepare, drafted, executed, stamped and lodged by our commercial team on fixed fees.

What is business structuring?.

Business structuring is the choice of legal vehicle you trade and hold assets through, sole trader, partnership, company, discretionary trust, unit trust, or a combination of them, and the documents that bring that vehicle properly into existence.

Registration is only part of it. A company needs a constitution, director consents, a member register and share certificates. A trust needs a deed that names the right trustee, appointor and beneficiary class, executed in the correct order and stamped within the state deadline. An SMSF needs a compliant deed and, in almost every case, a sole-purpose trustee company. Miss one of those steps and the structure can be treated as never having been validly established.

Structuring also anticipates what happens next: someone buys in, someone leaves, someone dies, a lender wants security, or the business is sold. Those events are far easier to manage when the founding documents already contemplate them.

Why structure matters.

Your personal assets sit behind a wall

A sole trader or partnership carries unlimited personal liability: a claim against the business reaches the family home. A company, or a corporate trustee holding a trust, separates trading risk from what you own personally. Getting that boundary right at set-up is far cheaper than trying to build it after a dispute starts.

Tax outcomes are decided by the structure

Flat company rates, discretionary distributions through a family trust, the CGT small business concessions and access to the 50% discount all depend on the vehicle you trade through and how it is documented. We work alongside your accountant so the legal documents actually deliver the tax position you were promised.

Partners, investors and family are dealt with up front

Shareholders, unit holders, appointors and guardians all need to be named deliberately. Who controls the company, who can be removed, what happens on death, divorce or a falling-out: these are drafting decisions, and they are much harder to negotiate once there is money on the table.

You stay compliant with ASIC and the SRO

Registrations, constitutions, member registers, share transfers, trust deed variations and Victorian or NSW stamping each have their own rules and deadlines. We prepare and lodge the documents so your structure holds up under an audit, a finance application or due diligence on a sale.

Do you need structuring advice?.

  • You are starting a new business or side venture
  • You are trading as a sole trader and want to limit liability
  • You are going into business with a partner or investor
  • You want to hold assets separately from a trading entity
  • You are buying a business, practice or pharmacy
  • You need a corporate trustee for a trust or SMSF
  • Your trust deed is out of date or needs varying
  • You are borrowing and the lender requires structure changes

If you are testing an idea with no assets and no staff, trading as a sole trader is often the sensible starting point, and we will say so rather than sell you a structure you do not need. Once there is property, revenue, staff, borrowing or a second person involved, the drafting matters far more than the registration, and a short conversation with a commercial solicitor in our Richmond office avoids an expensive restructure later.

How CMK Legal sets up your structure.

  1. 01

    Tell us about the business

    Start online or come into our Richmond office. We cover what you do, who is involved, the assets at risk and where you want the business to be in five years.

  2. 02

    Structure recommendation

    A CMK commercial solicitor sets out the options, company, discretionary trust, unit trust, or a combination, with the liability and control consequences of each.

  3. 03

    Drafting and registration

    We register the company with ASIC, draft the constitution or trust deed, prepare consents, minutes, registers and share or unit certificates.

  4. 04

    Execution and stamping

    Documents are signed correctly, stamped where Victorian or NSW duty applies, and the register is completed so the structure is properly constituted from day one.

  5. 05

    Handover to your accountant

    You receive a complete digital pack, deed, constitution, registers, certificates, ready for TFN, ABN, GST and bank account applications.

  6. 06

    Ongoing changes

    Share transfers, new directors, name changes, deed variations, vesting and deregistration are all handled by the same team as the business evolves.

Fixed-fee set-up.

Company registrations, trust deeds, SMSF establishments and structure changes are each quoted in writing before work starts, with ASIC fees and state duty itemised separately. You receive a complete digital document pack, ready for your accountant and your bank.

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FAQs

Business structuring FAQs.

Still unsure? Call us on (03) 9008 7224 and speak to a lawyer, not a call centre.

Company or trust: which structure is right for me?
It depends on what you are protecting and how profits are taken out. A company gives a flat tax rate, easy investment and clean limited liability, and suits a business you intend to grow or sell. A discretionary trust gives flexibility in distributing income among family members and strong asset protection, but cannot retain profits cheaply. Many clients use both, a trust that owns shares, or a company acting as trustee. We talk you through a recommendation before anything is registered.
How quickly can a company be registered?
Usually the same business day. Once we have director and shareholder details, consents and the registered office address, ASIC issues the ACN within hours and we deliver the constitution, registers and certificates in a digital pack.
Do I need a corporate trustee for my trust or SMSF?
It is not compulsory, but it is strongly recommended. A sole-purpose trustee company keeps trust assets clearly separate, avoids retitling every asset when a trustee dies or resigns, and is required by most lenders for SMSF borrowing. The ongoing ASIC fee for a special-purpose company is modest compared with the alternative.
Can I change my structure later?
Yes, but it can trigger capital gains tax and stamp duty on the transfer of assets. Restructure rollovers exist for small business, and they have strict conditions. It is materially cheaper to get the structure right at the beginning than to move a trading business between entities two years in.
Do you work with my accountant?
Routinely. Your accountant drives the tax analysis and we make sure the legal documents give effect to it, the right beneficiary classes, share classes, appointor and guardian appointments, and the correct execution and stamping. We are happy to run a joint call before anything is settled.
What is stamp duty on a trust deed in Victoria?
Victoria charges duty on the establishment of a discretionary trust deed, payable to the State Revenue Office within a set period after execution. NSW has its own rate and deadline. We calculate the amount, arrange stamping and return the stamped deed to you, so you are not left with an unstamped deed that a bank will reject.
What does it cost?
Every set-up is quoted as a fixed fee before we begin, with ASIC registration fees and any state duty itemised separately so you can see exactly what is government cost and what is legal work. Company registrations, trust deeds and SMSF establishments each have a set price.
Do you help with existing entities?
Yes. Changes of trustee or appointor, deeds of variation, ratification and rectification, share transfers and buy-backs, adopting a new constitution, name changes, reinstatements and deregistrations are all part of the same service.
What are my options: sole trader, partnership, company or trust?
In broad terms, a sole trader is the simplest and cheapest to run but leaves you personally liable for everything and unable to split income. A partnership is two or more people sharing profits, and each partner is personally liable, including for what the others do. A company is a separate legal entity that limits your liability to unpaid share capital and suits a business you plan to grow or sell. A discretionary trust holds assets and distributes income flexibly with strong asset protection. Many businesses combine them, for example a trust or company that owns the premises and a separate company that trades. The right mix turns on liability, tax, who shares in the income and how you plan to exit, which we work through with your accountant.
Can I hold my business premises or assets separately for protection?
Yes, and it is a common reason to use more than one entity. Valuable assets such as the premises, intellectual property or plant can be held in a separate trust or company and leased or licensed to the entity that actually trades, so the trading risk does not sit in the same place as the assets. It needs to be set up properly at the start, because moving assets later can trigger tax and duty.
Does my structure affect tax when I eventually sell?
Significantly. The structure a business trades through has a real effect on the tax payable when it is sold, including whether the small business capital gains tax concessions are available and whether a sale is better done as a sale of the business assets or a sale of the shares or units. The numbers are your accountant's domain and they change, but getting the structure right early is what keeps those options open, so structure and exit are worth thinking about together from the outset.

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Get your structure right from day one.

Start online in a few minutes or book a consultation with a CMK Legal commercial solicitor in Richmond, Melbourne.

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