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Put a control structure over your group

We put a control structure over the entities so the group operates as one, and can be sold as one.

A group of entities assembled over years rarely has a deliberate control structure. Each was added for a reason at the time. What is missing is the layer above. Who controls what, how authority passes between entities, and whether anyone outside could tell from the documents.

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The group in one diagram

Every entity, holding and control point mapped, usually answering questions that have been open for years.

Control where you intend it

Shareholdings, directorships and trustee appointment powers checked so they point the same way.

Ready to be looked at

The structure holds up when an investor, a financier or a buyer reads the documents.

What a group control structure does

A control structure determines who directs each entity in a group, how authority flows between them, and how decisions at one level bind another. It covers shareholdings and unitholdings, directorships, trustee appointments, constitutional documents and delegations.

In a single company this is straightforward. Across a group with operating companies, trusts and a holding entity, it is where the ambiguity lives. It stays invisible until a transaction, a dispute or a financier’s lawyers start reading the documents.

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What is a board charter and do we need one?

It sets out what the board is for, who sits on it and what the chair does. It also sets what is reserved for board decision and how meetings run. It is not legally required for a private company. It is worth having once there is more than one director, an outside shareholder, or a management team the board does not sit in.

What is a delegation of authority framework?

A written statement of who can approve what, up to which financial limits and in which categories. Without one, authority is a matter of assumption, and the risk of someone committing the group to something they could not is real.

Who controls a trust in our group?

Usually whoever can appoint and remove the trustee, which is often not the trustee itself and not always who the family assumes. It is set out in the trust deed. It is one of the first things a buyer’s lawyers look for and one of the last things most owners check.

What does the Corporations Act require of a proprietary company?

At least one Australian-resident director, a registered office, a share register and adequate financial records. Directors have to comply with their duties, including on insolvent trading. Beyond that the Act leaves a lot of room, which the constitution is meant to fill.

Control is where you think it is, or it is somewhere else

Shareholdings, directorships and the power to appoint a trustee do not always point the same way. It is worth knowing which, before anyone else asks.

The entities were each added for a reason. The layer above them was not designed

Groups grow by accretion. A trust for the assets, a company for the trading, another entity for the new venture. Each decision made sense on its own.

What nobody did was design the relationship between them. So control rests on who happens to be a director, who holds the shares, and who can appoint the trustee. Usually those answers do not line up, and nobody has checked whether they do.

We will map the entities in your group and where control actually sits in each.
We will advise on the control structure appropriate to the group and where it is heading.
We will prepare or update constitutions, trust deeds, board charters and delegation frameworks.
We will advise on how to move from the current arrangements to the new structure.
We will make sure the framework is consistent with the Corporations Act 2001 (Cth).

When the group has more entities than anyone has mapped

Your group has grown into several entities and the arrangements between them were never designed as a whole. Decisions are made inconsistently and it is not always clear which entity is contracting. You are also not confident the control sits where you think it does. Perhaps an investor or a buyer is coming and the structure is about to be looked at closely.

What's included in your group control structure service

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Group structure and control mapping.
Control structure design.
Constitutional and trust document review or update.
Board charter and delegation of authority framework.
Implementation and transition support.

The structure is read properly for the first time by someone else's lawyers

Group structures are rarely examined from the inside. Everything works, the entities do what they have always done, and nobody has reason to read the trust deed.

Then a buyer’s lawyers do, in due diligence, and the questions start. Why does this entity own that asset. Who actually controls the trustee. Why is there no record of the decision to move the business here. Every unclear answer becomes a warranty, a price adjustment or a delay, on someone else’s timetable.

From a group that accumulated to one that was designed

We start by mapping what is actually there. Every entity, who holds what, who controls the trustee, who the directors are, and which entity is party to which contract. The map alone usually answers questions that have been open for years.

Then we design the structure the group should have and work out how to get there. Constitutional documents, board and trustee arrangements, delegations, and a record of the decisions along the way. The result is a group that can be explained to an investor or a buyer in one diagram.

How the structure gets built

From a group that accumulated to one that was designed.

Map the group

We record every entity, who holds what, who controls each trustee and which entity contracts with whom.

Design the structure

We design the control arrangements the group needs and the path from where it is now.

Document and transition

We prepare the constitutional documents and delegations and manage the transition.

Control structures designed across a group of entities

Nobody sets out to build an unclear group. It is what happens when each entity is added for a good reason and the whole is never drawn.

We map the group as it actually is, including who can appoint and remove trustees. That is the control question most owners have never been asked. Then we design the structure it should be and the path between the two. The tax and duty consequences of restructuring matter as much as the destination. We have 2 Accredited Specialists in Business Law.

Our great lawyer guarantee

Six principles we hold to, whatever you bring us and however long it takes.

Take the time

We listen carefully to understand what you want to achieve, then step you through the advice and the documents.

Share our knowledge

We pass on as much as we can, so you can make your own informed decisions.

Stick to our knitting

We only do what we are good at, so you never pay for our learning.

Work as one team

Someone is always available to answer your question or point you the right way.

Fair pricing

A fixed or capped quote for advice and documents, so you do not carry the price risk.

It is your show

We are in it for a front row seat to witness your success, not for our egos.

Get the structure mapped before someone else maps it

The worst time to discover the group does not hold together is during due diligence. Tell us what entities exist and what each one does. We will map the control as it currently stands and tell you what needs to change.

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