Business Setup & Structuring Lawyers, Sydney

The structure you choose today determines your options tomorrow

We regularly see founders mid-fundraise discovering that their company structure doesn’t work — the wrong entity type, missing IP assignments, no founder vesting, or a trust deed that makes it impossible to issue share options. Fixing these problems under time pressure is expensive and stressful. Setting them up correctly from the start is neither.

Companies, trusts, or something more complex?

Most startups should be a Pty Ltd company. But “most” isn’t “all.” If you’re not planning to raise venture capital, a unit trust might offer better tax flexibility. If you’re building a group structure with a holding company, the interplay between entities matters. We work with your accountant to make sure the legal structure supports your tax and commercial objectives — not the other way around.

Founder agreements: the conversation you need to have early

When there’s more than one founder, you need written clarity on equity splits, vesting schedules, roles, IP assignment, and what happens if someone leaves. These conversations are easy at the start and brutal eighteen months in. We draft co-founder agreements that address these directly, including provisions on personal liability that founders often overlook.

Non-citizen directors and international founders

If one of your co-founders isn’t an Australian citizen or permanent resident, there are specific rules about acting as a company director. We help international founders understand their obligations and structure their involvement properly.

Cap tables and corporate housekeeping

Your share register and cap table need to be accurate and up to date — especially before a funding round. We help maintain clean cap tables, issue new share classes, and make sure your register reflects reality. I also handle the ongoing corporate governance: board procedures, director duties, ASIC compliance, and annual reviews, scaled to your company’s stage.

Already set up but something feels wrong?

If your current structure isn’t working — because you’ve grown, changed direction, or are preparing for a raise or exit — We advise on restructuring options and manage the implementation. The second-best time to get your structure right is now.

Book a call and let’s work out what you need.

Frequently Asked Questions

Should my startup be a Pty Ltd or a trust?

Most startups that plan to raise venture capital should be a Pty Ltd company — it's the standard structure investors expect and the only one that works cleanly with share-based fundraising. Trusts can offer tax advantages for bootstrapped businesses, but they make issuing equity to investors or employees very difficult.

Do I need a shareholders agreement?

Yes, if your company has more than one shareholder. A shareholders agreement covers critical issues like decision-making, share transfers, pre-emptive rights, and what happens if a founder leaves. Without one, you're relying on default rules in the Corporations Act that rarely reflect the founders' actual intentions.

Can a non-Australian be a company director?

Yes, but at least one director must ordinarily reside in Australia. Non-resident directors have the same duties and obligations under the Corporations Act as Australian residents. There are also tax and regulatory considerations depending on the director's country of residence.

What is founder vesting?

Founder vesting is a mechanism where founders earn their equity over time — typically 3 to 4 years — rather than owning it all outright from day one. If a founder leaves early, unvested shares are bought back at cost. It protects the remaining founders and is often required by investors.