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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If you’re planning to start a business with someone else, a partnership can be a straightforward way to join forces, pool your skills and share profits. But before you commit, it’s important to understand what a partnership actually is under Australian law, how liability works, and how it compares to other structures like sole trader and company.
In this guide, we’ll explain how partnerships work in Australia, outline the different types, compare structures, walk through the setup steps, and flag the key legal requirements and documents you’ll need. By the end, you’ll have a clear roadmap to decide whether a partnership is right for your venture-and how to set one up properly.
What Is a Partnership Business in Australia?
A partnership is a legal relationship where two or more people (or entities) carry on a business in common with a view to profit. Unlike a company, a partnership is not a separate legal entity. The partners are the business, which means profits and losses flow through to the partners and each partner has legal responsibilities.
In practice, partners agree how they’ll run the business, share profits (and losses), make decisions and contribute capital or skills. Partners can be individuals or entities (for example, a company could be a partner), and day-to-day operations are typically handled under an agreed management approach.
Key Features Of Partnerships
- Not a separate legal entity: the partners own assets and owe obligations personally (or through their entity).
- Taxed at partner level: the partnership lodges a return, but the partners pay tax on their share of the net income.
- Decision-making and profit sharing: usually set out in a written agreement to avoid disputes.
- Liability: in a general partnership, partners are usually “jointly and severally” liable for partnership debts incurred in the ordinary course of business.
Types Of Partnerships
- General Partnership: The most common model. All partners typically take part in management and are personally liable for partnership debts and obligations.
- Limited Partnership: At least one general partner manages the business with unlimited liability, while one or more limited partners have liability capped at the amount they contribute and usually do not manage the business.
- Incorporated Limited Partnership (ILP): A specialist, state/territory-registered vehicle often used for venture capital. Some partners have limited liability and there are added compliance requirements.
Partnership vs Sole Trader vs Company: Which Fits Your Goals?
Before you lock in a structure, consider your risk profile, growth plans and funding needs. Here’s how partnerships stack up against other common options.
Sole Trader
One person owns and operates the business. It’s simple to start and control, but you are personally liable for debts and claims against the business. This can be suitable for very small operations or testing an idea.
Partnership
Two or more people operate together and share profits, losses and decision-making. It’s collaborative and relatively low-cost to set up, but in a general partnership you can be personally responsible for partnership debts (including debts caused by your partner’s actions in the ordinary course of business).
Company
A separate legal entity registered with ASIC and owned by shareholders, managed by directors. It usually provides limited liability and can be more attractive to investors, but it has stricter compliance and governance requirements. If you’re considering a company instead, explore what’s involved with a company set up so you understand the trade-offs.
How To Set Up a Partnership (Step‑By‑Step)
Setting up a partnership is about more than shaking hands. These steps will help you get the foundations right and reduce risk from day one.
1) Choose The Right Partners
Align on values, expectations and working style. Be candid about skills, time commitment and financial contributions. You’ll be sharing control and liability, so trust and communication matter.
2) Agree On Commercial Terms Early
Discuss profit split, capital contributions, decision-making processes, banking authority, responsibilities, conflict resolution, and what happens if someone wants out. Capture the commercial intent first-then document it properly.
3) Put It In Writing With A Partnership Agreement
While not legally mandated, a written agreement is essential to avoid disputes and provide a clear playbook for operations and exits. It should address profit distribution, partner duties, admitting new partners, restraints, dispute resolution and exit/buy-out mechanics.
4) Decide On Your Business Name
If you trade using only the partners’ personal names (for example, “Khan & Smith”), you generally do not need to register a business name. If you trade under any other name, you’ll need to register that name on the national register with ASIC. You can manage this through a business name registration.
5) Get An ABN For The Partnership
Most partnerships apply for an Australian Business Number (ABN) to issue invoices, deal with suppliers and the ATO, and (if required) register for GST. While some people ask if they can trade without an ABN, operating a business in Australia typically requires one-see practical considerations about running a business without an ABN to understand the risks.
6) Consider GST, Registrations And Banking
If your GST turnover is at or above $75,000, you must register for GST. It’s smart to open a separate partnership bank account to keep finances clean and support ATO reporting. For tax registrations (TFN, PAYG if you’ll have employees), speak with an accountant to set them up correctly.
7) Check Licences And Permits
Industry and location determine what you need-this could include council approvals, professional registrations, or sector-specific licences (e.g. food business, building). Verify requirements with your state regulator and local council before you start trading.
8) Set Up Your Operations And Risk Management
Choose systems for bookkeeping, invoicing, and record-keeping. Consider insurance appropriate to your activities. Put key contracts and policies in place before you onboard your first client or employee.
Legal Requirements You’ll Need To Follow
Partnerships are simpler than companies, but there are still important compliance obligations. Build these into your plan from the outset.
Partnership Laws
Each state and territory has a Partnership Act that outlines how partnerships are formed, governed and dissolved. If you don’t have a written agreement, these default rules can apply-sometimes with outcomes you didn’t intend-so a tailored agreement is important.
Consumer Law
If you sell goods or services, you must comply with the Australian Consumer Law (ACL). Key duties include avoiding misleading or deceptive conduct (see section 18), honouring consumer guarantees and being clear in advertising and pricing. Strong customer terms will help align expectations and reduce disputes.
Employment Law
Hiring staff triggers obligations under the Fair Work system, including minimum pay, award coverage, leave entitlements, and safety obligations. Put a compliant Employment Contract and basic workplace policies in place before anyone starts.
Privacy And Data
Not every small partnership is an “APP entity” under the Privacy Act 1988 (Cth). Many small businesses under $3 million in annual turnover are exempt-but there are important exceptions (for example, health service providers, businesses that trade in personal information, or those handling certain kinds of sensitive data). Even if you’re not legally required, having a clear Privacy Policy and good data practices is often expected by customers and is best practice, especially if you collect personal information via a website or app.
Intellectual Property (IP)
Protect your brand by registering your trade marks (such as your name and logo). This makes it easier to stop copycats and build brand value as you grow. Consider an application to register your trade mark early, and ensure any IP created by contractors or suppliers is assigned to the partnership in writing.
Tax And Reporting
Partnerships file a partnership tax return, but the partnership itself doesn’t pay income tax. Each partner reports their share of partnership net income (or loss) in their own return. You may also need to manage BAS lodgements for GST, PAYG withholding and superannuation if you employ staff. Because tax treatment can be complex (e.g. partner drawings vs. distributions, special rules for professional firms), it’s a good idea to get advice from a registered tax agent or accountant.
Essential Legal Documents For Partnerships
The documents you’ll need depend on your industry and how you operate, but most partnerships should consider the following as a minimum foundation.
- Partnership Agreement: Sets out profit sharing, decision-making, partner duties, banking authority, dispute resolution, restraints, and entry/exit or buy-out mechanics.
- Business Name Registration: Required if you trade under a name that isn’t simply the partners’ personal names (registered with ASIC on the national business names register).
- Client or Customer Terms: Clear scope, pricing, payment terms, IP ownership, liability limits and termination rights make engagements smoother and reduce risk.
- Employment Contracts: If you’re hiring, use a compliant Employment Contract and basic policies (e.g. leave, code of conduct, WHS) to set expectations.
- Privacy Policy: Where required by law-or as best practice if you collect personal information-publish a concise, accurate Privacy Policy and keep your data practices aligned with it.
- Website Terms: If you operate online, website or platform terms help set rules for users, manage acceptable use and limit liability.
- Supplier/Contractor Agreements: Lock in deliverables, timing, pricing, IP assignment and confidentiality with third parties providing services or goods.
- Confidentiality (NDA): Use non-disclosure terms when sharing sensitive information with potential partners, suppliers or contractors.
Depending on your plans, you might also need specialised contracts (e.g. distribution agreements, licensing agreements) or industry-specific documents. The right set of tailored contracts up front will support growth and help you resolve issues quickly if something goes wrong.
Key Takeaways
- A partnership is a simple way for two or more people to run a business together in Australia, sharing profits, losses and control-remember it’s not a separate legal entity.
- In a general partnership, partners are usually jointly and severally liable for partnership debts, so choose your partners carefully and document how you’ll operate.
- Compare structures before you decide: sole trader (full control, full personal risk), partnership (shared control and risk), or a company (separate entity and limited liability) via a company set up.
- Set up essentials include agreeing your terms, writing a Partnership Agreement, registering a business name if required, obtaining an ABN, and sorting GST if your turnover reaches the threshold-speak with an accountant about tax registrations and reporting.
- Stay compliant with consumer, employment, privacy and IP laws-publish a practical Privacy Policy where appropriate, and consider early trade mark protection.
- Strong, tailored contracts (client terms, Employment Contract, supplier agreements, NDAs) reduce risk and make day-to-day operations smoother.
If you would like a consultation on starting a partnership business, you can reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no-obligations chat.
