Company, Trust & Structuring

Your Accountant Designs the Structure. We Draft the Documents That Make It Real.

  • Company constitutions, family and unit trust deeds, partnership agreements.
  • Change of trustee, change of appointor and deeds of variation.
  • Shareholders and unitholders agreements for newly incorporated companies.
  • Business succession and buy-sell deeds.
  • Drafted to work with your accountant’s advice, not around it.
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Solicitor preparing a trust deed and company documents for a NSW business

Where we sit in the process

Two Jobs, Two Advisers — and They Have to Match

Deciding what structure you should have is your accountant’s work. It turns on tax, on how income will be distributed, on asset protection and on what you plan to do in five years. We do not do that part, and we will tell you plainly when a question belongs to them.

What we do is the second job: drafting the documents that give the structure legal effect. The trust deed that actually governs how the trust operates. The constitution the company is bound by. The agreement between the people who own it. Those documents have to say what the advice assumed they would say, or the structure exists on paper and not in substance.

That is why we work directly with your accountant rather than in parallel with them. It costs nothing extra and it avoids the common outcome where a client pays for good advice and then a deed that quietly doesn’t implement it.

Corporate Legal provides legal services only. We do not give taxation, accounting or financial advice, and we do not advise on which structure is right for you. Those decisions are for you and your accountant or licensed adviser; we prepare the documents that give effect to them.
Accountant already recommended a structure? Send us their advice

What we prepare

Entity and Structuring Documents

All available on a fixed fee, quoted before we start.

Company Constitutions

A tailored constitution replacing the replaceable rules — share classes, director powers, transfer restrictions and pre-emptive rights that the default rules do not give you.

Family (Discretionary) Trust Deeds

Discretionary trust deeds with a properly drafted beneficiary class, appointor and trustee provisions, and the foreign-person exclusions that avoid surcharge duty and land tax.

Unit Trust Deeds

Fixed and non-fixed unit trusts for joint ventures and co-investment — unit classes, issue and redemption, distributions and what happens when one unitholder wants out.

Change of Trustee & Appointor

Deeds retiring and appointing a trustee, or changing the appointor — including the transfers, notifications and duty steps that have to follow.

Deeds of Variation

Varying an existing trust deed — carefully, because an amendment beyond the deed’s own power can resettle the trust and trigger duty and capital gains.

Partnership Agreements

Who contributes what, how profits are split, how decisions are made, and how a partner joins, retires or is bought out — written down before it is tested.

Shareholders & Unitholders Agreements

For newly incorporated companies and new trusts — decision-making, deadlock, drag and tag rights, share transfers and exit. See the note below on existing companies.

Business Succession & Buy-Sell

Buy-sell deeds setting out what happens to an owner’s share if they die, become disabled or leave — the legal document that sits alongside the insurance your adviser arranges.

Joint Venture Agreements

Incorporated and unincorporated joint ventures where the parties have already agreed the commercial terms — contributions, control, profit share and exit.

Tell us the structure and we’ll quote the documents it needs.

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The one to be careful with

Trust Deeds Are Easy to Get Wrong Expensively

A trust deed is not a form. It is the document that decides who can benefit, who controls the trust, who can change it, and what the trustee is allowed to do — and every one of those has consequences that show up years later.

Two mistakes come up again and again. The first is a beneficiary class that has not excluded foreign persons, which can expose the trust to surcharge purchaser duty and surcharge land tax on any NSW residential property it holds. The second is a variation made beyond the power of amendment in the deed itself, which can amount to resettling the trust — a new trust, with duty and capital gains consequences nobody budgeted for.

We draft with both in mind, and where an existing deed is being varied we read the amendment power first and tell you if what you want to do cannot safely be done that way.

Setting up a trust to hold property? See our SMSF and property work
Trust deed and structuring advice for a NSW family trust

How we work

From Structure to Signed Deed

01

Tell Us What’s Needed

The structure that has been recommended, who the parties are, and what you need drawn. A short call or email is enough to start.

02

Fixed Fee Quoted

The documents, the scope, the exclusions and the fee, confirmed in writing before anything starts.

03

Instructions Taken

A structured intake capturing the parties, the roles, the beneficiaries or shareholders and how control is meant to sit.

04

Drafted & Reviewed

Prepared and checked by a solicitor, with a short plain-English note on the provisions that carry real consequence.

05

Your Review

You review the draft, we work through any changes, and the documents are settled ready for signing.

06

Execution & Stamping

Signing instructions, stamping where required, ASIC lodgements, and the register and record-keeping that follows.

Why Businesses Use Corporate Legal

Deeds That Hold Up

Foreign person exclusions, proper amendment powers, and variations kept within the deed’s own limits — the details that decide whether a structure survives scrutiny later.

Property Expertise Behind It

Most structures we document end up holding property. Being a property firm means duty, land tax and title are considered while the deed is still being drafted.

Fixed Fee

Agreed in writing before we start, so you are not exposed to an open ended bill for a set of documents.

Turned Around Quickly

Documents come back in days, which matters when a settlement or a year end is driving the deadline.

SMSF Work Too

Bare trusts, custodian deeds and limited recourse borrowing arrangements are everyday work for this firm, not an occasional one.

Plain English

You get a short note on the provisions that carry real consequence, not a deed handed over without explanation.

Need the documents drawn for a new company or trust?

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Structures That Hold Property

Most of the trusts and companies we document are set up to hold or acquire property — an investment, business premises, or an asset inside a self-managed super fund. Corporate Legal handles the structuring documents, the conveyancing and the lease in the one practice, which is why the duty and land tax consequences get considered while the deed is still being drafted rather than after settlement.

Explore: SMSF · SMSF Bare Trust & Custodian Setup · Commercial Conveyancing · Title & Ownership Changes · All Commercial Services

Company & Trust FAQs

Who does what — my accountant or you?
Broadly, your accountant decides the structure and we prepare the documents that give it legal effect. They weigh up tax, how income will be distributed, asset protection and what you intend to do over time. We draft the deed, the constitution or the agreement so it does what that advice assumed it would, and we attend to registration, stamping and lodgement.
Should I set up a company or a trust?
That comes down to tax, how income will be distributed, asset protection and what you intend to do with the entity over time — your accountant’s call rather than ours. Once it is decided, we prepare the documents that give it effect.
Do I need a constitution, or are the replaceable rules enough?
The replaceable rules in the Corporations Act are a default and they work for a simple single-director company. They become inadequate as soon as you have more than one owner, different share classes, or want restrictions on who shares can be transferred to. A tailored constitution is where those things live.
What is the difference between a trustee and an appointor?
The trustee runs the trust day to day and holds the assets. The appointor (sometimes called the principal or guardian) has the power to remove and replace the trustee — which makes the appointor the person who really controls the trust. Who holds that role, and what happens to it on death, is one of the most important decisions in the deed.
Can I just amend my trust deed myself?
This is genuinely risky. A trust deed can only be varied within the amendment power the deed itself contains. Going beyond it can be treated as resettling the trust — effectively creating a new one — with duty and capital gains consequences. We read the amendment power first and tell you whether what you want to do can be done that way.
What is the foreign person exclusion and why does it matter?
A discretionary trust whose beneficiary class is wide enough to include a foreign person can be treated as a foreign trustee for NSW surcharge purchaser duty and surcharge land tax — even if no foreign person will ever actually receive anything. The deed needs an irrevocable exclusion to avoid it. This catches a lot of older deeds.
Do you prepare shareholders agreements for existing companies?
We prepare these for newly incorporated companies and new trusts, where the parties have agreed terms. Where a company has been trading for some time, the agreement also has to deal with what has already happened between the owners, so it is scoped separately. Mention it on the first call and we will let you know what is involved.
Can you register the company or trust for me?
We attend to company registration and the documents that follow — the constitution, consents, share certificates, minutes and registers — and for trusts, the deed and stamping where required. Tax registrations such as an ABN, TFN and GST are usually handled by your accountant.

Have advice from your accountant and need the documents drawn?

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Get the Structure Documented Properly

A structure is only as good as the deed behind it. Corporate Legal prepares company, trust and partnership documents for NSW businesses at a fixed fee, working directly with your accountant so the paperwork does what the advice intended.

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