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Business Structures
Structure types
When setting up your new business, careful consideration must be given to selecting your trading structure. The most used business structures are listed below, and includes an overview of associated benefits, limitations and obligations.
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A sole trader is an individual who runs a business without partners or a company structure. This is an inexpensive business structure, but provides no asset protection as there is no separation between the business and the individual and the asset they own. A sole trader has full control of the business, including ownership of all profits and responsibility for all debts. You can hire staff to support your business operations.
You may need:
Australian Business Number (ABN)
business name registration
trade mark registration
to register for GST if turnover is $75,000 or more.
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A partnership is a relatively simple, informal and inexpensive way to set up or structure a business. It involves two or more co-owners participating together in a business. A partnership also requires an intention to make and share profits and an understanding that these co-owners act on behalf of each other in business. Similarly to sole traders, partnerships provides no asset protection.
The Partnership Act 1891 sets out various rules for partnerships. This act places joint liability on all partners for the business's debts and obligations incurred during their involvement in the partnership (other than in an incorporated limited partnership). Partners are obligated to keep their co-owners properly informed. To ensure that all partners have a clear understanding of their rights, responsibilities and obligations, a written partnership agreement is vital.
To establish a partnership, you may need:
Australian Business Number (ABN)
business name registration
trade mark registration
limited partnership formation (only if you have a silent partner)
to register for GST if turnover is $75,000 or more.
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A company must be registered under the Australian Corporations Law. One of the biggest advantages of the company structure is that the liabilities of the company's shareholders may be limited to their share capital. This means shareholders' personal assets cannot usually be seized to pay company debts. As separate legal entities, companies rather than owners are liable for debts. Establishing a company structure does include higher initial costs and ongoing fees. In addition, company losses cannot be offset against shareholders' other income.
To establish a company you may need:
registration of an Australian company
Australian Business Number (ABN)
business name registration
trade mark registration
register for GST if you turnover $75,000 or more
comply with all obligations under the Corporations Act 2001 (Cwlth).
When trading as a company you will need to:
update the Australian Securities and Investments Commission (ASIC) within 28 days of changes to company details
keep valid and accurate financial records
understand and company with your obligations as a director.
apply for a personal DIN (director identifier number)
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A trust is a legal relationship where a trustee (an individual or a company) carries on business for the benefit of other people (the beneficiaries).
Trusts are more complex to establish but are effective vehicles to protect the business assets for the beneficiaries and can be part of your intergenerational wealth transfer plan.
To establish a trust, you may need:
a trust deed
Australian Business Number (ABN)
a trade mark registration
register for GST if you turnover $75,000 or more
Glossary
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Australian Business Numbers (ABN) are managed by the Australian Taxation Office. Applications can take up to 4 weeks to process.
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Business name registrations are managed by the ASIC and have an associated cost. Apply online on the ASIC website or try the Business Registration Service to apply for key business and tax registrations. You need an Australian Business Number (ABN) to register a business name. You also need to notify ASIC if you change certain details on an existing business name registration. Phone ASIC on 1300 300 630 for more information.
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To register your Australian company, contact the Australian Securities and Investments Commission (ASIC) or try the new Business Registration Service to apply for key business and tax registrations. Registration costs will vary depending on your business type. Before you register, you need to know how many directors your company will have.
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To form and register a limited liability partnership or an incorporated limited partnership (ILP), visit the Queensland Government limited partnership forms and fees page. Applications costs will vary and it may take up to 1 week to process your application. A limited partnership formation is only required if you have a silent partner.
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Trade mark registration is managed by IP Australia. Applications can take 7 or more months to process and application costs vary depending on the type of trade mark registration you need. A trademark protects your business name and/or logo from use by others. You need to review your trade mark registration after 10 years.
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If you're not registered for GST, you will need to check your turnover against the threshold each month. You need to register within 21 days of your GST turnover exceeding the relevant threshold.
You must register for GST if:
your gross annual business turnover is $75,000 or more ($150,000 or more for a non-profit organisation)
you provide taxi or limousine services - regardless of your gross annual turnover.