Setting up a business in Queensland

The four structures, and what each one really costs you

Two points that get missed. First, a company protects you from the company's debts, not from your own conduct: directors' duties in sections 180 to 184 of the Corporations Act are personal, and so is liability for insolvent trading under section 588G. Second, limited liability disappears the moment you sign a personal guarantee, and your landlord, your bank and half your suppliers will ask for one.

Asset protection, honestly

Asset protection is sold harder than it is delivered. Here is the realistic version.

• Separate the risk from the assets. The entity that trades, employs and signs leases should not be the entity that owns the premises, the intellectual property or the family home.
• A corporate trustee should be a shell. If the trustee company also trades, the separation you paid for does not exist.
• Personal guarantees defeat the structure. Read what you are guaranteeing, ask for a cap, ask for a release on sale, and know that a spouse who signs is exposed too.
• Moving assets after a problem appears does not work. Transfers made to defeat creditors can be clawed back, and a transfer made while insolvent is worse than useless.
• Insurance is asset protection. Public liability, professional indemnity, cyber and management liability cover do more day to day than any structure does.

What you have to register before you trade

1. An ABN through the Australian Business Register. Free.
2. A company with ASIC if you are incorporating, which gives you an ACN, then an ABN for the company.
3. A business name with ASIC if you trade under anything other than your own name or the company's exact registered name. Registration of a business name gives you no ownership of it, which is a common and expensive misunderstanding. Ownership comes from a trade mark registered with IP Australia.
4. GST once your turnover reaches $75,000, or $150,000 for a not for profit. You can register voluntarily below that.
5. PAYG withholding and superannuation before your first pay run.
6. WorkCover Queensland within days of employing your first worker. This is compulsory and the penalties for not holding a policy are real.
7. Payroll tax with the Queensland Revenue Office once your Australian taxable wages exceed the threshold, currently $1.3 million a year at August 2026. Check the current figure, and note that grouping rules can drag related entities together.
8. Industry licences, which is where Queensland catches people out: QBCC for building work, liquor licensing, food business licences from your council, motor dealer, security and real estate licences.

The paperwork that should exist on day one

Structure is the easy part. What actually prevents disputes is the set of documents that says who owns what and who owes what.

If there is more than one owner, you need a shareholders agreement or a partnership agreement from the beginning. If you are selling to customers, you need terms of trade that are actually incorporated into the contract rather than printed on the back of an invoice. If you are engaging people, you need the right form of contractor agreement or an employment contract. The full list is on our agreements checklist.

Get your accountant involved at the same time, not afterwards. The legal question is who is liable. The tax question is what it costs to earn a dollar through that entity and what it costs to get the dollar out. Those two answers frequently point in different directions, and the sensible structure is the compromise between them.