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Commercial legal aspects of business structures

Ben Ryan, Avant Law - Senior Associate, Commercial & Corporate

Monday, 13 May 2024

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The amount of choice and customisation available to people when looking to establish a practice can be overwhelming. There are so many variations of practice structures that it can be difficult to know which is best for your circumstance. This overview outlines some of the more common structures and why they may be right for your practice.

This decision will depend on several factors including the number of owners involved and the scale of the business to be operated. The most typical methods of ownership include:

  1. Sole trader
  2. Partnership
  3. Company
  4. Trust (whether Unit, Discretionary or Hybrid) or
  5. A company acting as trustee for the trust.

How many owners will be involved?

Where there is only one owner in the business, the governance can be relatively simple, and most doctors will choose to own their business as a sole trader, i.e. in their personal capacity.

If you are looking to add a layer of protection, you could utilise a company (potentially acting as trustee for a family trust). The benefit of the company is that it can add a veil of protection for some claims made against the business while maximising potential tax advantages. You should discuss these advantages further with your accountant.

Where there are multiple owners in the business, you will need to consider a:

  • Partnership – where a group of people form a partnership to own and run the business.
  • Trust – where a trust entity is created that will receive the benefit of the business (though a trustee will be             
    required, this can be individuals or can be a company). 
  • Company – where a separate legal entity is created which can operate the business through its directors and distribute profits through its shareholdings.

How will you govern the business?

Where there is more than one owner in the business, the relationship between the owners should also be governed by an ownership document. The table below shows the typical document and its corresponding business structure.

Business structureOwnership document
Partnership Partnership Agreement
CompanyCompany Constitution Shareholders' Agreement
Trust (Unit, Discretionary or Hybrid)Unitholders' Agreement Trust Deed
Trust with a Corporate TrusteeShare and Unitholders' Agreement Trust Deed Company Constitution

These documents can record important factors, including:

  1. The way the owners make decisions.
  2. What process needs to be followed if the owners have a dispute.
  3. How the owners will be paid or how the profits of the business will be used and shared.
  4. How owners can enter and exit the business in the future.

We can help you

If you have any questions, or would like more information about how we can assist you or your practice, please call 1800 867 113, or to organise a confidential discussion at a time that suits you, please click here 

About the author

Ben Ryan

Ben Ryan is a Senior Associate in the commercial and corporate law practice at Avant Law, based in Brisbane. Ben has been working with medical practices since 2013. Ben works primarily on commercial structuring and intellectual property matters to help clients achieve strategic and commercially sensible results. He pursued a career in law to provide reliable and honest support to those in need of legal assistance and enjoys working with clients to develop solutions-oriented legal strategy and advice.

Disclaimers

The information in this article does not constitute legal advice or other professional advice and should not be relied upon as such. It is intended only to provide a summary and general overview on matters of interest and it is not intended to be comprehensive. You should seek legal or other professional advice before acting or relying on any of this content. The information in this article is current to 09 May 2024. Liability limited by a scheme approved under Professional Standards Legislation. Legal practitioners employed by Avant Law Pty Limited are members of the scheme. © Avant Mutual Group Limited 2024

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