Alex is Sprintlaw's co-founder and principal lawyer. Alex previously worked at a top-tier firm as a lawyer specialising in technology and media contracts, and founded a digital agency which he sold in 2015.
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Dreaming of launching your own venture in Australia? Whether you’ve spotted a gap in the market, developed a product you can’t stop thinking about, or simply want the freedom of being your own boss, starting a business can be incredibly rewarding.
Success isn’t just about a great idea, though. It also requires putting the right legal building blocks in place from day one. That way, you can grow with confidence, protect your brand, and avoid the surprises that catch many new founders out.
In this guide, we’ll walk through the essential legal steps to set up a business in Australia, explain the key laws to know, share the documents most startups need, and flag common pitfalls to avoid.
Planning Your Business: From Idea To Action
Before you register anything, step back and map your plan. A little upfront work will help you make good decisions and keep your setup efficient.
- Market research: Who is your customer? What problem are you solving? How will they find you?
- Competitor scan: Who else is selling something similar? What’s your clear point of difference?
- Business model: How will you make money (products, services, subscriptions, or a mix)?
- Goals and milestones: What does success look like in 6, 12 and 24 months?
- Budget and runway: What are your start-up costs, ongoing expenses and break-even point?
Documenting this in a simple business plan will guide your decisions and make the legal and administrative steps much smoother.
Step-By-Step: Legal Setup For A New Business In Australia
1) Choose Your Business Structure
Your structure affects tax, liability, control and how investors and customers perceive you. The three common options are:
- Sole trader: Quick and low cost. You operate as an individual and are personally responsible for debts and liabilities.
- Partnership: Two or more people (or entities) carry on a business together and share profits and risks.
- Company (Pty Ltd): A separate legal entity that offers limited liability and is often preferred for growth, investors and employees.
If you’re leaning towards a company for limited liability or future investment, consider your company set up roadmap, including governance and records.
Tip: If you’re appointing directors, make sure you meet the Australian resident director requirements for local compliance.
2) Register Your ABN (And Decide On Your Name)
Most businesses will apply for an Australian Business Number (ABN). It’s used on invoices, tax registrations and when dealing with suppliers. If you’re weighing up operating as a sole trader first or incorporating from the start, it can help to understand the advantages and disadvantages of having an ABN.
Your “name” has a few moving parts:
- Company name vs business name: A company’s legal name is registered with ASIC. You only register a separate business name if you trade under a different name. This nuance trips up many founders, so it’s worth reading up on business name vs company name before you lock anything in.
- Sole traders and partnerships: If you trade under your personal name (e.g. “Sam Lee”), you generally don’t need a separate business name. If you trade as “Sam’s Kitchens”, you’ll register that business name.
- Brand protection: A business or company name doesn’t automatically stop others using a similar brand. Consider registering a trade mark for stronger protection (more on IP protection below).
3) Set Up Your Tax Registrations
Depending on your structure and plans, you may need to register for:
- GST: Required if your business expects $75,000+ in annual turnover (or if you choose to register voluntarily).
- PAYG withholding: If you employ staff.
- Other tax registrations: For example, FBT in some cases.
Because tax choices can have long-term impacts, it’s wise to speak with an accountant early and set up a simple bookkeeping system from the outset.
4) Confirm Licences And Permits
Depending on your industry and location, you may need council approvals, industry licences, or specific permits (for example, food handling, building, childcare, health, importing/exporting, or running events).
Start by mapping your operations (where you’ll operate, what you’ll sell, how you’ll sell it) and then confirm the rules that apply in your state or territory. If you plan to lease a premises, factor in fit‑out approvals and timing.
5) Set Up Banking, Insurance And Operations
Open a separate business bank account for clean record-keeping. Consider appropriate insurance (e.g. public liability, product liability, professional indemnity or cyber) and speak with a broker about coverage that matches your risk profile.
Set up your website, ordering and invoicing systems, and decide how you’ll securely store customer, supplier and employee information.
Essential Legal Documents For Startups
Good contracts and policies reduce risk, prevent disputes and set clear expectations with customers, co‑founders, staff and suppliers. The right selection depends on your model, but most startups should consider the following.
- Customer Terms and Conditions: The rules of engagement with your customers, including pricing, delivery, warranties and liability. If you sell online, include clear Website Terms and Conditions.
- Privacy Policy: Explains how you collect, use and store personal information. Even when not strictly required (see the Privacy section below), many businesses include a Privacy Policy as best practice and because platforms, partners and customers expect it.
- Employment Contract: If you’re hiring, set out duties, pay, IP and confidentiality in an Employment Contract, supported by workplace policies.
- Contractor or Supplier Agreement: Clear scopes, deliverables, timelines, IP ownership and payment terms for suppliers, freelancers and contractors.
- Non‑Disclosure Agreement (NDA): Protects confidential information when pitching, collaborating or engaging vendors.
- Shareholders Agreement: If you have co‑founders or investors, a Shareholders Agreement covers ownership, decision‑making, vesting, exits and dispute resolution.
- Company Constitution: If you operate through a company, ensure your constitution and cap table match how you intend to run the business and raise capital.
The most effective contracts are tailored to your model and written in plain English so everyone understands their obligations. Putting these in place before you launch can save a lot of cost and stress later.
Key Laws And Ongoing Compliance
Corporations And ASIC Obligations (If You Run A Company)
Companies are regulated by the Australian Securities and Investments Commission (ASIC). Directors have legal duties to act in good faith, keep proper records, avoid insolvent trading and comply with the Corporations Act. Keep your registers up to date, file changes on time and make sure any share issues or transfers are properly documented.
Employment Law
If you hire staff, you’ll need compliant contracts, payroll and workplace policies. Meet minimum entitlements under the National Employment Standards (NES) and any applicable modern award, manage leave properly, and ensure a safe workplace. If you’re engaging contractors, avoid sham contracting by making sure the arrangement reflects reality.
Australian Consumer Law (ACL)
The Australian Consumer Law applies to most businesses selling goods or services to consumers. It prohibits misleading or deceptive conduct and sets mandatory consumer guarantees, refund rights and rules around advertising. Pay particular attention to your marketing and refund terms and avoid statements that could be considered misleading under section 18.
Privacy And Data
Privacy obligations depend on your size and activities. Under the Privacy Act 1988 (Cth), most small businesses under $3 million in annual turnover are not “APP entities” and don’t have to comply with the Australian Privacy Principles by default. However, there are important exceptions - such as businesses that provide health services, trade in personal information, are contractors to the Commonwealth, or operate in certain regulated sectors.
Even if you’re not legally required to have a Privacy Policy, it’s often expected by customers, payment platforms and enterprise clients. Having a simple, accurate Privacy Policy and good data hygiene (secure storage, access controls, deletion practices) is smart risk management. Also remember that other laws like spam and electronic marketing rules still apply.
Intellectual Property
Your brand name and logo are key assets. A registered trade mark gives you stronger rights than a business or company name and makes it easier to stop copycats. If brand protection matters to your strategy, consider moving early to register your trade mark. If you’re developing unique product designs or software, ask about whether design registrations or other protections are relevant.
Tax And Finance
Stay on top of BAS and income tax obligations, payroll and superannuation if you employ staff, and keep clean records from day one. A good accountant will help you choose the right structure, register for the correct taxes and set up efficient systems.
Buying An Existing Business Or Franchise?
Starting from scratch isn’t your only option. Buying a going concern or a franchise can accelerate your launch, but it comes with its own legal steps.
- Due diligence: Review financials, key contracts, employee arrangements, IP ownership, licences and any disputes or compliance history.
- Sale agreement: Make sure the contract clearly covers assets, liabilities, price adjustments, restraints, training, transition support and any vendor warranties.
- Franchises: You’ll receive disclosure documents and a franchise agreement - take time to understand fees, territory, performance obligations and termination rights under the Franchising Code of Conduct.
Careful review upfront can prevent expensive surprises post‑completion.
Key Takeaways
- Lay strong foundations with a simple business plan, then work through a clear setup checklist - structure, registrations, licences, and operations.
- Choosing between sole trader, partnership or company affects risk, control and growth; companies add protections and obligations, including ASIC compliance and director duties.
- Register your ABN, decide whether you need a business name, and remember a name alone doesn’t protect your brand - consider a trade mark if brand value matters.
- Put essential contracts in place before launch - customer terms, Privacy Policy, Employment Contracts, supplier agreements, NDAs and (if applicable) a Shareholders Agreement.
- Know your core legal obligations: consumer law for fair marketing and refunds, employment law for staff entitlements, privacy rules where applicable, and ongoing tax and record‑keeping.
- If buying a business or franchise, conduct thorough due diligence and negotiate a robust sale or franchise agreement to protect your position.
If you’d like a consultation on setting up your own business in Australia, you can reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no‑obligations chat.
