Structuring Advice

Designing corporate structures that protect value, enable growth, and provide long-term optionality.

Interested in structuring advice and would like to learn more about our expertise?

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The problem we solve

Many founders and business owners establish their company structure quickly, often prioritising speed over long-term strategy. As the business grows, the original structure can become a barrier exposing founders to unnecessary risk, limiting investor participation, complicating share ownership, or creating tax inefficiencies.

Poor structuring decisions also become expensive and disruptive to unwind, particularly where intellectual property, international expansion, employee share schemes or related-party arrangements are involved. Put simply, getting things right from the beginning pays off.

Startups and mid-market organisations face the added challenge of needing structures that meet immediate operational needs while preserving flexibility for future capital raising, acquisitions, exit events, or commercial partnerships. It’s often under that pressure to ‘run fast’ where poor decisions are made. Without clear structuring advice, businesses adopt arrangements that appear simple but create downstream issues in governance, investment readiness, founder equity protections and regulatory compliance. 

Our approach

Auscorporate takes a strategic and commercially grounded approach to structuring advice. We begin by understanding the founder’s intent, the business model, regulatory considerations, and future growth scenarios. From there, we analyse the commercial, legal and tax implications of different entity structures, shareholder arrangements, and ownership pathways. This includes assessing intellectual property protection, governance frameworks, equity allocation, and the suitability of vehicles such as companies, trusts, joint ventures, operating subsidiaries or holding companies.

We translate these considerations into a clear, forward-looking structuring strategy centred on value protection, commercial alignment and long-term scalability. Unlike firms that focus primarily on tax or compliance mechanics, our advice is grounded in real-world commercial experience and an understanding of how structure impacts future negotiations, investment, M&A activity and founder control.

Our work emphasises practical implementation as much as strategic design. We establish structures that anticipate multiple growth and exit scenarios, ensuring founders retain optionality as the business evolves. Where restructuring is required, we assess the downstream impacts on equity arrangements, dilution, tax outcomes, regulatory obligations, intellectual property ownership and group-wide risk exposure by providing advice that balances commercial urgency with long-term consequences.

We incorporate entities, design operating and holding structures, and prepare governance documentation that strengthens discipline from day one. We coordinate closely with legal advisors to ensure commercial intent is accurately embedded into constitutions, shareholder agreements and corporate instruments, rather than lost in generic drafting. Our role includes designing shareholder agreements that align economic rights, control mechanisms and founder protections with the strategic direction of the business.

Most importantly, we help clients avoid the costly and disruptive problems that arise from informal arrangements, misaligned equity structures or hastily assembled entities. By setting the structure correctly upfront — or restructuring with precision — we ensure the organisation remains investor-ready, scalable and protected as it grows.

What we deliver

Auscorporate provides structuring advice that is commercially robust, strategically aligned and grounded in real operating experience. Unlike firms that take a predominantly compliance-first or tax-driven approach, we design structures that optimise commercial outcomes, protect founder interests, support investment readiness and preserve long-term optionality.

Our deliverables give founders, investors and advisors the clarity they need to make confident decisions, reduce structural risk and support sustainable growth.

Typical outcomes include:

  • A recommended structure tailored to the business model, risk profile and long-term strategic intent including future capital raising, acquisitions and exit scenarios.

  • Group structure diagrams with clear functional purpose for each entity, supporting operational efficiency, risk separation and investor transparency.

  • Intellectual property protection models that clearly delineate ownership, licensing pathways and value preservation across the group.

  • Share capital design and equity allocation guidance for founders, employees (including ESOP design) and investors, with a focus on control, dilution and economic rights.

  • Advice on accommodating multi-jurisdictional shareholders, cross-border holding structures and international expansion considerations.

  • Governance documentation including constitutions, shareholder agreements and board frameworks that reflect commercial intent and strengthen decision-making discipline.

  • Mechanisms to protect founder control, reinforce accountability and support scalable governance through growth and investment cycles.

  • Implementation support including entity incorporation, ASIC registry setup, coordination with legal advisors, and execution of the agreed corporate structure.

Our work ensures your structure is not simply compliant, but commercially resilient — capable of supporting capital raising, M&A activity, international expansion or exit events without costly redesign. By establishing a structure that reflects both current operations and future ambitions, we provide founders with a strong, scalable foundation for long-term value creation.

Who we work with

We partner with start-ups, scale-ups, and established businesses seeking to incorporate a new company, streamline compliance, or navigate complex regulatory obligations.

Our clients come from diverse backgrounds and industries, seeking our support to solve unfamiliar commercial challenges or to augment their experience during critical periods of growth or transformation. Our Commercial Advisory team works with boards, executive teams, business owners, and entrepreneurs seeking expertise to protect their IP.

We work predominantly with mid-market companies, high-growth scale-ups and founder-led organisations generating between $2 million and $200 million in annual revenue. Our work spans sectors with meaningful regulatory, operational or commercial risk exposures, including technology, defence, government consulting, energy-adjacent markets, digital services, manufacturing, professional services and health.

Why engage us?

Auscorporate brings executive-level experience and deep commercial insight in structuring Australian and international entities for startups, scaling businesses and complex group organisations. Our advice is shaped by decades of executive leadership, capital raising experience, corporate governance oversight and hands-on responsibility for risk, compliance and commercial outcomes.

We combine strategic insight with operational practicality — ensuring your structure supports growth, protects value and is aligned to regulatory requirements and investor expectations. Clients rely on us because we apply judgement, independence and lived experience rather than hypothetical models or generic templates.

Our experience spans high-growth technology companies, the defence industry, SaaS digital platforms, manufacturing, product companies, and multi-entity groups operating across Australia, North America, Europe, and Asia. We understand how IP behaves under commercial pressure: when investors conduct due diligence, when international partners test the boundaries of licensing rights and when governments require enforceable clarity.

Top 5 Tips for Successful Structuring

Here are our thoughts on successful structuring:

  1. Start with the end in mind — structure for the business you want, not just the one you have
    A structure should anticipate growth, investment, expansion and new markets and eventual exit pathways. Founders often build around immediate operational needs, only to discover their structure limits investor participation, creates tax inefficiencies or exposes intellectual property to unnecessary risk. Designing with future scenarios in mind preserves optionality and avoids expensive restructuring later.

  2. Separate risk, operations and intellectual property to protect long-term value
    Putting all your IP within a single operating entity is one of the most common and costly mistakes. Separating IP, contracts, trading activity and assets creates resilience, improves valuation clarity and strengthens your position in negotiations. It also forces you to contemplate IP as discrete value. This is particularly important for technology, professional services and businesses preparing for capital raising.

  3. Align equity, governance and shareholder rights with commercial reality
    Structuring is not just about entities; it is about how decisions are made, how value is shared and how control is exercised. Shareholder agreements, board composition, decision-rights and equity allocation must reflect founder intent, investor expectations and operational dynamics. When governance aligns with commercial strategy, disputes fall away and investment readiness improves. Structuring is also inevitable when operations expand overseas, this is when the stakes increase as multi-jurisdictional and regulatory requirements become more important considerations.

  4. Build a structure that scales without creating administrative or compliance drag
    A complex structure is not inherently a better one. The best structures achieve protection and flexibility while remaining cost efficient to run. Clear entity purpose, clean registries, defined reporting lines and streamlined compliance obligations ensure your structure supports growth rather than consuming management attention or slowing decision-making.

  5. Don’t leave structuring to accountants or lawyers alone take a commercial-led approach
    Most structural issues emerge not from legal or tax matters alone, but from misalignment with commercial and capital strategy. A successful structure requires input across risk, operations, equity, governance, investor expectations and long-term growth assumptions. Taking a commercially driven, cross-disciplinary approach ensures your structure is not only compliant, but viable, scalable and value-enhancing.

Case Studies

  • Case 1 | Same-day incorporation and structure design for a new automotive venture client

    A founder in the automotive service sector approached Auscorporate seeking to establish a new entity quickly in order to progress commercial discussions with suppliers and partners. Before incorporating, the client wanted clarity on the most appropriate legal structure, including whether to operate through a company, a trust, or a hybrid arrangement—for reasons relating to asset protection, tax efficiency and the long-term operational model of the business.

    Auscorporate commenced the engagement by consulting with the founder to understand the nature of the proposed operations, the expected commercial scale, IP ownership requirements and future growth pathway. We evaluated the suitability of a discretionary or unit trust structure, including the implications for control, distribution flexibility and operational transparency. Based on the planned business model—which involved manufacturing activity, contractual obligations with third parties and the need for clear governance—we advised that a standalone company would provide the most appropriate structure. This ensured both operational simplicity and alignment with future investor, banking and commercial counterpart expectations.

    Following this assessment, Auscorporate incorporated the new company on the same day the request was submitted. The ACN was issued immediately, and applications for the ABN and TFN were lodged concurrently to minimise any delay to business commencement. Once registration was complete, we provided the full suite of formation documents including the constitution, share application, share certificate, consent forms and statutory registers ensuring the client met all Corporations Act record-keeping obligations.

    We then guided the founder through the immediate next steps: executing the formation documents, managing delivery of the ASIC Corporate Key, and preparing for ABN issuance so a company bank account could be opened. We also outlined what was required before trading could begin, including arranging insurance and establishing an accounting and compliance system to meet BAS, PAYGW and broader tax obligations.

    Through this structured and rapid process, the client was able to commence operations confidently and without delay, supported by a corporate structure tailored to the needs of the business and scalable for long-term growth. Auscorporate continues to support the client with ongoing accounting, compliance and advisory services.

  • Case 2 | Registering a multi-entity group structure to protect IP and support scale - technology startup client

    A technology start-up engaged Auscorporate seeking advice on how to structure its new venture in a way that protected its intellectual property, enabled future investment, and avoided the cost and complexity of restructuring later. The founders initially considered a single-company structure but were concerned about the risks of commingling operational activity with valuable IP assets, particularly as they progressed towards a commercial beta release.

    Auscorporate began by assessing the nature of the product, the commercial model, the founders’ longer-term intentions, and the expectations of future investors and strategic partners. We advised that a three-entity group structure, comprising a holding company at the top, a dedicated IP holding subsidiary, and a separate operating company, would provide substantially greater protection for core assets and offer greater optionality for future capital raising, performance rights arrangements, and M&A readiness.

    We guided the founders through the practical implications of this structure, including ongoing governance and cost considerations.

    The client also sought advice on whether to establish a simple company now and later interpose a holding company through a Small Business Restructure. Drawing on our experience assisting clients through complex restructures, Auscorporate advised strongly against this approach. Retrospective restructuring, particularly where IP must be valued and transferred, can be costly, time-consuming and administratively burdensome. Establishing the optimal structure from the outset would avoid these risks and ensure the group was investor-ready from the start.

    Once the structure was agreed upon, Auscorporate provided guidance on naming conventions, including searching for available company names and addressing conflicts with pre-existing trading names. We then outlined the process for registering the group and drafting the formation documentation.

    By designing and implementing a coherent group structure that protected IP, clarified governance, and aligned with the company’s strategic roadmap, Auscorporate enabled the founders to proceed confidently with their product launch and equity arrangements. The business is now positioned to scale securely, supported by a corporate architecture purpose-built for growth.

FAQs

What requirements do I need to register a new company?

All Australian companies are registered on a national database maintained by ASIC through the Business Registration Service (BRS). Common items needed to register a company include a company name, a registered office address, a principal place of business address, a company constitution, a share structure, and the names, addresses and date of birth of each proposed officeholder of your company.

Are there different requirements for registering a company overseas?

Yes. Every jurisdiction applies its own rules for incorporating and operating a company, and these requirements often differ significantly from Australia’s. Many countries offer entity types that appear similar to Australian structures but carry different legal rights, governance obligations, reporting requirements and tax consequences. Some jurisdictions also impose additional conditions such as resident directors, minimum capital, mandatory audits, local employment rules, or AML/CTF compliance.

Because the regulatory and commercial implications can be material, it is important to obtain professional advice before choosing an overseas structure or proceeding with incorporation.

How long does it take to incorporate a new company?

Most Australian companies can be incorporated on the same day the request is submitted. Delays can occur where the proposed company name conflicts with an existing registration, where additional documentation is required, or where directors are non-residents and ASIC requires further verification. In straightforward cases, incorporation is typically completed within hours; in more complex scenarios, it may take longer depending on the circumstances.

Do you provide advice about corporate structrues?

Yes. Establishing the right group structure from the outset is critical, as poorly designed structures can be costly and difficult to unwind. We advise clients on the most appropriate corporate architecture by first understanding their strategic intent and future growth plans. From there, we assess key considerations such as intellectual property protection, tax efficiency, governance requirements, optionality for future M&A, and share class design — including ESOPs, founder equity and investor-specific instruments. Our goal is to ensure the structure supports both immediate operational needs and long-term strategic flexibility. and more.

Can I reserve a name for my future company but not incorporate now?

Yes. In Australia, you can reserve a company name without incorporating immediately, or you can register a business (trading) name to secure branding for future use. A reserved name with ASIC provides exclusive use for a defined period, which can be extended if needed.

Other jurisdictions handle name reservation differently some require a formal reservation process, others only allow a name to be secured at the point of incorporation. Because the rules vary widely, it is important to confirm the specific requirements in the jurisdiction where you plan to register the entity.

Can you help ensure my company remains compliant after registration?

As an ASIC Agent, we provide Australian companies with comprehensive services to help them maintain compliance after a company has been incorporated including attending to annual reviews, preparing and lodging changes with ASIC and more.

Can you help set up a corporate structure to protect IP?

Yes. Because of our unique mix of skills in Auscorporate, we can help clients identify the right corporate structure, incorporate entities, and establish all the necessary structural models from finance to employment while working with legal counsel and tax advisors to ensure compliance.

I am not sure if I need a company set-up or a trust, can you help?

Yes. We help clients identify the right structure to address their business needs. Through our legal and tax partners, we can identify evaluate and recommend trust structures.