The corporate structure is the most consequential decision an owner makes. It sets the ceiling on borrowing, the floor on tax, the cleanliness of a sale, and the resilience of the business when something goes wrong. We design it like architects — for the building you will need in ten years, not the one you have today.
Most owners inherit a structure — a single company set up at incorporation — and live with the consequences for a decade before discovering them. We start with the end in mind: where you want to be at sale, at capital raise, at handover. The entity follows.
Asset protection works only when it is established years before a claim, dispute or downturn arrives. Retrospective protection is rarely effective and often legally voidable. We put the walls up while everything is calm.
A trust is not a tax trick — it is a governance instrument. Used well, it concentrates control, distributes economic benefit, and survives the death of every individual in the structure. Used poorly, it creates tax leakage and family disputes for decades.
Most shareholder agreements are written for what should happen. The good ones are written for what will — disagreement, exit, death, divorce, dilution. We draft them with the lawyers, but we draft them with our scars on the table.
Existing businesses rarely start from a structure that supports their next chapter. Borrowing capacity is capped, the cap table is tangled, key contracts are in the wrong entity. We restructure — surgically, with the right tax and legal counsel — so the next twelve months of capital, transaction or transition actually happen.
Restructures done late are expensive. Restructures done on time are how the top half percent move from operator to investor without losing decades of compounding.
Most accountants design a structure for tax. Most lawyers design it for liability. We design it for the transactions you will run through it — the raise, the buy, the carve-out, the sale — and we sit alongside both disciplines while it gets built.
Map the next 5–10 years of capital and transactional events first.
Then design the entities, ownership and agreements to fit.
Engage your accountant and lawyer with a brief, not a blank page.
Stay engaged while the structure is implemented — and used.
“A great structure is invisible until the moment it matters — then it makes the deal possible.”
We do not file the forms. We design the architecture — entity, ownership, agreements, succession — and engage the accountants and lawyers who execute it, while staying on the field until the structure is alive.
Our structures are tested by the capital raises, acquisitions and exits we run through them every quarter. That feedback loop is what makes the next structure tighter than the last.
We design for the business you will need in ten years — not the one you have today. That long horizon is what separates compounding architecture from disposable paperwork.
Whenever the structure is constraining a future event: raising capital, taking on a private credit facility, bringing in a partner, divesting a loss-making arm, preparing for sale, or planning succession. The earlier the better — restructures done close to a transaction are expensive and sometimes ineffective.
A company is taxed as its own entity, can issue equity and is the natural vehicle for raising capital and reinvesting profit. A trust distributes economic benefit flexibly between beneficiaries each year, with strong asset-protection and intergenerational features but limited ability to retain profit cheaply. Most serious private structures use both — a company for operations, trusts above for ownership and succession.
If the business owns property, IP, key contracts or accumulates surplus capital, a holding-company architecture is almost always worth the modest extra cost. It separates risk, allows tax-effective dividend movement, and is the structure private credit and PE expect to engage with. If you are still pre-revenue and pre-IP, a single Pty Ltd may be enough — for now.
Yes, but the cost rises with time. CGT rollover relief, small business concessions and scrip-for-scrip rollover can make a restructure tax-neutral if the business is eligible. Outside those reliefs, you are pre-paying tax to reach a structure you should have started with. We map the right entry point with your accountant before any restructure begins.
The shareholder agreement is what makes the legal entity behave like a business with rules. Without it, default Corporations Act provisions apply — which are rarely what the actual owners want. Good agreements pre-empt disagreement, exit, death and dilution, and align with the funding and exit path the structure is built for.
Yes — we are not a substitute for either. We design the architecture, brief the accountant and lawyer with a precise scope, and stay engaged through implementation. That avoids the most common failure mode: a structure that is technically correct but commercially wrong.
Whether you are planning a capital raise, contemplating sale, or simply re-thinking how the business is held — start with a confidential introduction. There is no obligation, and no second party in the room.