Restructuring a Business in Queensland

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Where most owners are when they call me

A restructure usually has a reason behind it, and a date it needs to be done by. Most owners call me at one of these points:

1. You’ve traded as a sole trader or in a partnership for years, and the business has outgrown it.
2. Your accountant has recommended a company, a holding company or a family trust, and someone has to do the legal work.
3. You want the property, equipment or intellectual property the business uses held apart from the business that trades.
4. You’re preparing to sell, bring in an investor or hand the business on, and the structure has to be right first.
5. The structure has grown in pieces over the years, and nobody is sure any more which entity owns what.

The earlier we plan it, the more choice you have over how and when each step happens.

What goes wrong when the legal side comes last

When a new structure is set up on paper and the legal steps are left to catch up, the business often keeps running in the old one. This is what can go wrong:

1. The new company is registered, but customers, suppliers and the bank still deal with the old business, because the contracts, accounts and registrations never moved.
2. A key contract needs the other side’s consent before it can be transferred, and nobody asked.
3. Staff are moved to a new employer without the paperwork, and their service and entitlements are left unclear.
4. You assume that moving into a company ended your personal liability for the old business’s debts and the guarantees you signed. It didn’t, unless the creditor agreed to release you from that debt or guarantee.
5. Assets are moved out of a company for less than they’re worth when it can’t pay its debts, and its liquidator later asks the court to undo the transfer.
6. The trust deed doesn’t allow what the plan needs, or nobody checked who controls the trust.
7. The share register, the ASIC records and the constitution don’t match the new structure, and the gap surfaces when you sell or bring in an investor.
8. The tax advice covers one set of steps, and the documents carry out another.

What I do on a restructure

I work in four stages, and you commit to one stage at a time.

1. Plan. With you and your accountant or tax adviser, I map the structure you have, the structure you’re moving to and each step in between: what moves, in what order, and who has to agree. You get a step plan showing the approvals and consents each step needs.
2. Set up. I register the new companies and prepare the trust deeds, constitutions, share issues, registers and resolutions, with a shareholders or unitholders agreement where there’s more than one owner. You get a structure ready to receive the business.
3. Move. I prepare the transfer of the business, its assets or its shares, the assignments and novations of contracts, and the documents moving staff to the new employer. I also ask lenders, key customers and suppliers for any consent their contracts require. You get a signed set of documents, with a record of each consent request and its outcome.
4. Complete. I update the registers and the ASIC records, ask creditors to release old guarantees, which they don’t have to do, and confirm what stays behind in the old structure and what has to be closed. You get a completion checklist with each item confirmed.

Your accountant or tax adviser leads on tax and stamp duty, and I don’t give tax or duty advice. The documents follow the steps they have confirmed, so the legal work carries out what they’ve advised.

Three common restructures, and what each involves

Many restructures are one of these three, or a combination of them:

1. Sole trader or partnership to a company. A company is a separate legal person, so the business has to be transferred to it: its assets and goodwill, its contracts, its registrations and the business name. Staff move by accepting employment with the company, and each licence and registration is either transferred or applied for again. Moving doesn’t release you, or your former partners, from a debt or guarantee from before the move unless that creditor agrees, and you stay liable under any contract that is assigned rather than novated.
2. Adding a holding company or a family trust. Usually the owners transfer their shares in the trading company to a new holding company, or the trustee of a family trust becomes the shareholder, so the trading company keeps its own contracts and staff. The constitution, any shareholders agreement and any change of control clauses in key contracts and finance facilities have to be checked first.
3. Separating assets from the trading business. Property, equipment or intellectual property moves to a separate entity, which makes it available to the trading business under a written agreement. If the trading company makes a transfer for less than the asset is worth when it can’t pay its debts, or the transfer leaves it insolvent or leads to its external administration within a year, its liquidator can ask the court to undo it, and the directors can be personally liable.

Each of these can have tax and stamp duty consequences, and those often decide the order of the steps. Your accountant or tax adviser works them out; I prepare the documents to match.

Why owners come to me

1. I’m a Queensland Law Society Accredited Specialist in Business Law, with more than 30 years’ experience acting for Queensland business owners. What accreditation means
2. Most of my work is with established, owner-managed businesses, and I look after the contracts and structures they run on, including shareholders agreements and company and trust structures.
3. As a sole practitioner, I work directly with my clients. When you engage me, you deal with me, from the first call to completion.
4. I work alongside your accountant and your other advisers, not instead of them, and I act only for you.
5. I have experience with manufacturing and marine businesses, engineering, technical and IT firms, professional practices, health practices, business services, hospitality and retail.

Joe's been our company’s lawyer from the beginning and has been instrumental in our journey as company owners and directors. When dealing with both complex and sensitive company issues, Joe is able to provide us with clearly articulated strategies that are well thought‐out and with the bigger picture in mind. He genuinely cares and is always willing to share his personal views, which are both honest and just. Joe is highly professional and knowledgeable in his field. You will definitely benefit having him on your team.

Questions owners ask

My business is struggling. Will a restructure fix it?
Not on its own, and not before you’ve had advice about the debts. If a company that can’t pay its debts moves assets out for less than they’re worth, its liquidator can ask the court to undo the transfer, and the directors can be personally liable.

Who decides the new structure?
You do, usually on your accountant’s recommendation, because tax drives much of it. I advise on the legal side, such as control, liability, the owners’ agreement and what has to be transferred, and I make sure the documents carry out the steps your accountant has confirmed.

My accountant has already set up the company. Do I still need a lawyer?
If you’re moving an existing business into it, yes. Registering the company is only the start: the business, its contracts, its staff and its assets still have to be moved into it, and the registers and records set up, with an owners’ agreement where there’s more than one owner.

What happens to my contracts?
If the business moves to a new entity, each contract stays with the old one until it’s assigned or novated, many need the other party’s consent, and only a novation releases you from the old contract. I check each key contract, including any change of control clause, and ask for consent where it’s needed.

What happens to my staff?
If the old and new employers are associated, for example because you control both, staff who start with the new employer within three months of leaving the old one keep their past service, including for annual leave and redundancy pay. If they aren’t, the new employer may be able to choose not to recognise that service for those two entitlements, so I check which applies before anyone moves.

Will a company protect my personal assets?
It can limit what you owe for the company’s future debts, but it doesn’t release you from debts you already owe or guarantees you’ve already signed, and lenders often ask directors for new guarantees. Directors can also be personally liable in some cases, such as debts the company incurs while it is insolvent.

Will you need to verify my identity?
Usually, yes. Since 1 July 2026, before I act on a restructure, the law may require me to verify your identity and that of others it treats as my customer, such as the directors and beneficial owners of a new company, or the trustee, settlor and beneficiaries of a new trust.

What will it cost?
Before I start, I give you a written estimate. Where the work can be clearly defined, I charge a fixed fee for each stage, so you commit to one stage at a time; otherwise my hourly rate is $825 including GST ($750 plus GST), with government fees (such as ASIC fees) and any duty on top.

Further reading

1. Building a Business: Structure for Success
2. Starting a New Business: Companies, Trusts, Partnerships, Sole Traders, and Joint Ventures
3. Personal Guarantees: What You Sign for Your Company

Before we speak: what to send me

If you book a consultation about a restructure, these documents help me most. Send what you have; you don’t need all of them.

1. A list or diagram of the entities you have now (companies, trusts and partnerships), and who owns and controls each.
2. Your accountant’s recommendation or structure plan, if you have one.
3. The constitution of each company, any shareholders or partnership agreement, and each trust deed.
4. The latest financial statements for each entity.
5. A list of the key contracts, finance facilities and licences the business relies on.
6. What’s prompting the change, and any date it has to be done by.

This page is general information, current at 26 October 2026. It isn’t advice about your situation.