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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Thinking of starting a business with someone else? A partnership can be a straightforward way to combine skills, share costs and build something together.
Before you jump in, it’s important to understand what a partnership business actually is in Australia, how liability works, which type of partnership fits your goals, and the key legal steps to set up and run things properly.
In this guide, we explain the essentials in plain English - from choosing a partnership structure to the documents and laws you’ll need to stay compliant and protect your interests.
What Is a Partnership Business?
A partnership is a business structure where two or more people (up to 20 in most cases) carry on a business together with a view to profit. Unlike a company, a partnership is not a separate legal entity. In practice, that means partners share control, profits and legal responsibility for the business’ activities.
Because the partnership isn’t separate from its owners, each partner can be jointly and severally liable for partnership debts and obligations. In simple terms, if the partnership owes money or faces a legal claim, each partner may be responsible - even if another partner made the decision that led to the debt or issue.
Partnerships are common for professional services, creative agencies, trades, family-run businesses and early-stage startups where the founders want a collaborative structure without immediately incorporating a company.
This setup can work brilliantly when partners have aligned values, complementary skills and clear rules for how decisions are made. The flip side is that unclear expectations can lead to disputes. Setting those rules early makes all the difference.
Which Type of Partnership Should You Choose?
Australian law recognises three main types of partnerships. Your choice affects liability, control and the formalities of registration and compliance.
- General Partnership: The default form. All partners can participate in management and are generally personally liable for partnership debts. Simple to set up, but higher personal risk.
- Limited Partnership (LP): Includes at least one general partner (with unlimited liability) and one or more limited partners (liability limited to their contribution). Often used for investment or project vehicles. LPs are registered under state or territory legislation and have specific record-keeping and disclosure requirements.
- Incorporated Limited Partnership (ILP): A special regime (also state/territory-based) commonly used for venture capital. ILPs offer limited liability to limited partners, with added registration, compliance and reporting obligations.
LPs and ILPs must be registered in the relevant state or territory (requirements vary, and the terminology and regulator can differ by jurisdiction). General partnerships don’t usually require a formal partnership registration, but you’ll still need to meet your business naming, tax and licensing obligations.
If you’re weighing personal risk against setup complexity and growth plans, this is a good moment to get tailored legal guidance on your structure options and the compliance pathway in your state.
How Do You Set Up a Partnership?
Getting started is more than a handshake. Here’s a practical roadmap to set up your partnership properly from day one.
1) Align On Vision, Roles And Contributions
Agree what you’re building, how you’ll make decisions, and who’s responsible for what. Discuss capital contributions, time commitments, profit-sharing and what “success” looks like. Clear expectations now prevent conflict later.
2) Choose Your Partnership Type
Decide whether a general partnership, LP or ILP suits your goals and risk appetite. Remember LPs and ILPs come with state/territory registration and additional compliance obligations.
3) Pick A Name (And Register It If Needed)
If you trade under a name that isn’t simply the personal names of all partners, register a business name with ASIC. You can handle this yourself or arrange it via a service - Sprintlaw offers Business Name Registration packages to ensure your details are lodged correctly.
4) Get Your ABN And Sort Tax Registrations
Apply for an Australian Business Number (ABN) for the partnership, and consider GST registration if your projected turnover is $75,000 or more per year. If you’ll employ staff, you’ll also need PAYG withholding and super obligations in place. For the ABN generally and what it means for how you work, see our overview of working under an ABN.
Tax rules can be complex. Partnerships lodge a partnership tax return, but the partnership itself doesn’t pay income tax - each partner includes their share of profit or loss in their individual return. Speak with your accountant for tax advice tailored to your situation.
5) Put A Written Partnership Agreement In Place
While not legally mandatory, a professionally drafted agreement is crucial. It should cover decision-making, partner authorities, profit distribution, dispute resolution, admitting or retiring partners, restraints, confidentiality and what happens on a sale or wind-up.
If you ever need to unwind or restructure, having clear exit terms saves time, cost and stress. Where a partner is departing, a Partnership Dissolution Agreement can document the handover, liabilities and final accounts.
6) Set Up Your Banking And Admin
Open a separate bank account in the partnership name to keep business finances distinct from personal funds. This isn’t a legal requirement for a general partnership, but it’s best practice for clean records, easier tax time and clear cash flow management.
Put in place your accounting system, invoicing process and record-keeping practices. Good admin now means fewer headaches later.
7) Prepare Your Customer, Supplier And Team Contracts
Before you start trading, finalise the key contracts you’ll use day-to-day: customer terms, supplier agreements, employment or contractor agreements and your privacy and website documents (more on these below). Getting them right up front reduces risk and helps you get paid on time.
Legal And Compliance Obligations For Partnerships
Partnerships must follow the same broad business laws that apply to most businesses in Australia, with a few structure-specific points. Here are the key areas to consider from day one.
Business Naming And Branding
If you use a business name, make sure it’s registered with ASIC and isn’t too close to someone else’s brand. Your brand is valuable - consider filing a trade mark for your name and logo to secure rights nationwide. You can get help to register your trade mark so you’re protected as you grow.
Note: Copyright protection in Australia is automatic for original works; there is no copyright “registration” system. Trade marks and registered designs, however, require a formal application to obtain those rights.
Permits And Licences
Depending on what you do and where you operate, you may need council approvals, industry licences or registrations (for example, food business permits, health services registration, building and construction licences or professional practice requirements). Check your state/territory and local council rules before you launch.
Australian Consumer Law (ACL)
If you sell goods or services, you must comply with the Australian Consumer Law. That includes avoiding misleading or deceptive conduct, honouring consumer guarantees and having a fair, clear refund and returns process. Strong, plain-English customer terms help you meet your obligations and set expectations early.
Employment Law And Workplace Safety
If you’ll have staff, you need the right employment contracts, pay in line with minimum wage and any applicable Modern Award, leave entitlements, superannuation, and a safe workplace. For employees working full-time or part-time, a tailored Employment Contract sets out duties, remuneration, confidentiality and IP ownership. Keep an eye on Fair Work changes and ensure your policies stay current.
Privacy And Data Protection
If you collect personal information (for example, through your website, CRM or marketing tools), you should be transparent about how you handle that data. The Privacy Act 1988 (Cth) generally applies to businesses with an annual turnover of $3 million or more, and to some smaller businesses in specific sectors or activities. Even if you fall under the small business exemption, having a clear, user-friendly Privacy Policy builds trust and is often expected by customers and partners.
Pair your policy with good cybersecurity practices and only collect the data you actually need.
Tax And Superannuation
As noted, the partnership files a partnership return, while partners pay tax on their share of income. Register for GST if you meet or expect to meet the $75,000 threshold, and manage PAYG withholding and super if you employ staff. This article is general information - for tax planning, we recommend speaking with your accountant or tax adviser.
State/Territory Partnership Rules
Partnerships are governed by state and territory laws (for example, Partnership Acts). If you set up an LP or ILP, you’ll need to register and maintain compliance in the relevant jurisdiction. Keep your partnership records up to date and follow any state filing or notice requirements that apply to your structure.
Essential Legal Documents For Partnerships
The right documents protect your cash flow, clarify expectations with customers and suppliers, and reduce the risk of disputes between partners. Here are the essentials most partnership businesses should consider.
- Partnership Agreement: Sets the rules of the road - decision-making, roles, profit distribution, restraints, dispute resolution, admitting/leaving partners and exit events. This is the foundation of a healthy partnership.
- Business Name Registration: If you trade under a business name, make sure it’s properly recorded. Sprintlaw can arrange your business name registration so your public details are accurate from day one.
- Customer Terms (Terms Of Trade): Clear terms covering scope of work or products, fees, payment timing, delivery, warranties, risk allocation, limitation of liability and how disputes are handled. See our Terms of Trade options for service or product businesses.
- Supplier/Contractor Agreements: Set pricing, service levels, delivery, IP ownership, confidentiality and termination rights with the third parties you rely on.
- Employment Contracts And Policies: For employees, use a tailored Employment Contract and implement essential workplace policies (leave, WHS, conduct, privacy) to align expectations.
- Privacy Policy And Website Terms: Publish a Privacy Policy and website/app terms to explain data practices and set rules for site use, online sales and acceptable behaviour.
- Non-Disclosure Agreement (NDA): Protects confidential information when you collaborate with suppliers, contractors, potential partners or investors.
- Trade Mark Applications: Consider filing for your name and logo to secure a defensible brand position as you scale. Our team can assist with trade mark registration.
- Exit Documents: If a partner is resigning or you’re winding up, a formal Partnership Dissolution Agreement records the liabilities, asset transfers and timing so everyone leaves on the same page.
As your partnership grows, you may decide to convert to a company for limited liability or investment. If you’re heading that way, we can help with company set up and - where relevant - a Shareholders Agreement to govern decision-making and ownership among founders or investors.
Key Takeaways
- A partnership is a simple way for two or more people to run a business together in Australia, but it isn’t a separate legal entity - partners generally share profits, control and liability.
- Choose the right structure: general partnerships are simple but carry personal risk; LPs and ILPs reduce liability for some partners but require state/territory registration and stricter compliance.
- Set up properly from day one: register your business name if needed, obtain an ABN, consider GST and PAYG obligations, and put a written partnership agreement in place.
- Stay compliant with core laws: Australian Consumer Law, employment law, privacy (noting the small business exemption may apply), permits/licences and your state’s partnership rules.
- Protect your operation with strong contracts: customer terms, supplier agreements, employment contracts, website and privacy documents - plus consider trade mark protection for your brand.
- Keep your finances clean with a dedicated partnership bank account (best practice), robust record-keeping and advice from your accountant on tax and super obligations.
- Plan for change: document exits and changes in ownership; if you outgrow the structure, consider transitioning to a company for limited liability and investment readiness.
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.
