When you are starting a business in Australia, one of the first major decisions you will make is how to structure it. For instance, choosing to operate as a sole trader might seem easy and low-cost at first, but it could expose you to significant personal liability if the business incurs debt or is sued. Conversely, setting up a company provides liability protection but also brings added costs and regulatory complexity. This makes it essential to choose a structure that aligns not just with your immediate needs, but also your long-term goals and risk tolerance.

Your business structure determines how your business operates, who is responsible for decision-making, how taxes are applied, and the legal responsibilities you will have. It also influences how profits are shared, how much paperwork you will face, and how easy it is to grow or sell your business.

The right structure sets your business up for success from the outset. That is why it is important to consider all factors—from costs and control to liability and tax—before deciding whether to register as a sole trader, partnership, or company.

To make the right decision, consider how your business will operate day-to-day. Think about factors like the size and type of business you are starting, your tolerance for personal and financial risk, and the level of control you want to retain. These elements will help guide whether a sole trader, partnership, or company structure is best suited to your needs.

Exploring Your Options: Common Business Structures in Australia

Operating Solo: The Sole Trader

A sole trader is the simplest and most cost-effective business structure, making it an attractive option for new entrepreneurs seeking quick decision-making and straightforward tax reporting. It involves one individual operating the business under their own name or a registered business name.

Key Benefits:

• Full control of business operations
• Minimal reporting and administrative requirements
• Personal income tax applies to all business income
• Simple and low-cost to register

Considerations:

• You are personally liable for all debts and obligations
• Limited access to external capital or investment
• Harder to scale or bring in partners

You can quickly explore if this structure fits your goals by visiting the official guide to sole trader structures.

Sharing the Load: Business Partnerships

A partnership is a business structure where two or more individuals or entities come together to jointly operate a business and share its management, financial obligations, and profits. Each partner typically contributes skills, resources, or capital, and their level of involvement and liability depends on the type of partnership established. Partnerships can offer a balanced approach to workload and investment but require strong legal agreements and mutual trust to function smoothly.

Types of partnerships:

• General Partnership – All partners are equally responsible for the management of the business and share profits, losses, and liabilities. Each partner can act on behalf of the partnership, which makes trust and a clear agreement essential.
• Limited Partnership (LP) – Includes both general and limited partners. General partners manage the business and are personally liable, while limited partners contribute capital and share in profits but have limited liability and no role in day-to-day operations.
• Incorporated Limited Partnership (ILP) – A specialised structure often used in venture capital arrangements. It provides limited liability to investors and is recognised as a separate legal entity, unlike traditional partnerships.

Key Benefits:

• Combined skills, resources, and funding
• Simple structure compared to a company
• Costs and responsibilities are shared

Considerations:

• All partners may be liable for debts (depending on structure)
• Potential for disputes without a clear agreement
• Partnership changes (e.g., exit or death) can disrupt operations

For a quick summary of partnership types and legal responsibilities, see this official guide to business partnerships.

Building a Legal Entity: Companies

A company is a separate legal entity from its owners, offering limited liability and protecting personal assets from business debts. It is governed by the Corporations Act 2001 and is often preferred by businesses aiming to grow, raise capital, or build credibility. While companies involve more regulation and a formal governance structure, they provide strong legal protection and operational flexibility.

Key Benefits:

• Limited liability protection for shareholders
• Easier to raise capital or attract investors
• Stronger business credibility
• Clear governance structure through directors and shareholders

Considerations:

• More expensive to set up and maintain
• Greater administrative and reporting responsibilities
• Directors have legal duties and personal accountability in some cases

Learn more about company structures and their responsibilities in this official company guide

Making the Right Call: What to Consider

Choosing a business structure is not just about legal formality—it affects your daily operations and long-term potential. When evaluating your options, think about:

Tax Implications

Each structure is taxed differently. Sole traders and partnerships report income as personal income, which can affect the total tax paid depending on your individual tax bracket. Companies, on the other hand, are taxed at the current corporate tax rate of 25% for base rate entities. For further details, visit the Australian Taxation Office (ATO) website.

Liability and Asset Protection

Consider how much risk your business carries. Companies offer limited liability, while sole traders and most partnerships leave personal assets exposed.

Costs and Complexity

Sole traders and partnerships are easier and cheaper to set up. Companies come with more complexity and costs due to registration and compliance with ASIC.

Control and Management

Sole traders retain full control. Partnerships require collaboration and consensus. Companies involve formal governance with defined roles.

Growth and Exit Strategy

Planning to expand or bring in investors? A company structure may offer more flexibility and better opportunities for long-term scaling or sale.

Helpful Tools and Further Guidance

Use the following tools and resources to evaluate your needs and make an informed decision:

• Step-by-Step Guide – Business Victoria
• Choosing the Right Business Structure – Business Victoria
• ASIC Guide: Setting Up a Business Structure

Final Thoughts

The structure you choose when starting your business will have a lasting impact on how you operate, grow, and manage risk. Whether you are launching as a sole trader, entering a partnership, or registering a company, the key is to make an informed decision based on your goals, circumstances, and long-term vision.

At Pentana Stanton Lawyers, we offer tailored legal advice to help you start your business on the right foundation. From choosing the most suitable structure to ensuring legal compliance, we will guide you through every step of the set-up process.

Need advice? Speak with our experienced commercial law team today.