Best Investment & Business Structuring Lawyers in Melbourne

1. About Investment & Business Structuring Law in Melbourne, Australia

Investment and business structuring law in Melbourne blends Commonwealth and state rules to govern how individuals and entities organise ownership, control, and risk. The structures commonly used include companies, discretionary trusts, unit trusts and partnerships. In Melbourne, as in the rest of Australia, the choice affects liability, taxation, asset protection, and succession planning.

Key regulatory bodies shape these structures. The Australian Securities and Investments Commission (ASIC) oversees company and financial services law. The Australian Taxation Office (ATO) administers tax implications for trusts, companies and individuals. The Foreign Investment Review Board (FIRB) applies to foreign investments into Australian businesses and real property. The Victorian Government administers state duties, land tax and stamp duty considerations through agencies like the State Revenue Office (SRO) and Business Victoria.

Melbourne investors should also consider how state laws interact with national regimes. For example, stamp duty and land tax impacts vary with property or share transfers in Victoria, while corporate governance and director duties are framed by the Commonwealth Corporations Act. Understanding this cross jurisdictional landscape helps avoid costly missteps as you structure or restructure assets in Victoria.

Source: Commonwealth and Victorian regulatory frameworks for business structures are described by ASIC, FIRB and SRO Victoria resources. See ASIC, FIRB, and SRO Victoria.

2. Why You May Need a Lawyer

These Melbourne-specific scenarios illustrate why a lawyer who specialises in Investment & Business Structuring is essential:

• Setting up a Melbourne real estate investment through a private company and a family trust. A lawyer helps choose a structure that optimises liability protection, tax outcomes, and succession planning for a property portfolio in inner Melbourne suburbs.
• Restructuring existing assets when a Melbourne-based business expands into partnerships or joint ventures. Drafting a clear joint venture agreement reduces disputes about IP, profit sharing, and governance across multiple parties.
• Foreign investment scenarios requiring FIRB approval for a Melbourne acquisition. A solicitor or legal counsel determines if FIRB notification is required and guides the application process to avoid delays or penalties.
• Buying or transferring shares in a Victorian company that holds commercial property. Advise on stamp duty implications, potential exemptions, and the correct transfer documentation to prevent unexpected costs.
• Due diligence and risk assessment for a Melbourne SME merger or acquisition. A lawyer coordinates corporate, tax, and regulatory diligence to identify hidden liabilities and ensure compliance.
• Governance and compliance when converting from a sole trader to a corporation or trust structure in Victoria. An attorney helps implement robust governance documents and director duties.

3. Local Laws Overview

The following laws and regulations govern Investment & Business Structuring in Melbourne. They reflect both Commonwealth and Victorian requirements and are frequently updated.

• Corporations Act 2001 (Cth) - the primary Commonwealth statute for company formation, governance, director duties and financial services. It applies to Melbourne-based companies and fiduciary structures. Official information is available via legislation.gov.au and ASIC.
• Trustee Act 1958 (Vic) - governs the duties and powers of trustees operating in Victoria, including discretionary and unit trusts used for asset protection and control. See Victoria Legislation for the current text.
• Duties Act 2000 (Vic) / Duties related to stamp duty - administers state-based stamp duty on transfers of property and certain share transfers in Victoria. The State Revenue Office Victoria provides guidance on rates and exemptions at sro.vic.gov.au.
• Foreign Acquisitions and Takeovers Act 1975 (Cth) / FIRB - governs foreign investment review and approvals for acquisitions of Australian businesses or land. See firb.gov.au for current thresholds and timelines.

Recent trends in this area show heightened FIRB scrutiny and ongoing state-level reforms to stamp duty and land tax. See official sources for current thresholds and rules: FIRB and SRO Victoria.

4. Frequently Asked Questions

What is the difference between a Pty Ltd company and a discretionary trust?

A Pty Ltd company is a separate legal entity with limited liability for shareholders. A discretionary trust shifts income to beneficiaries as the trustee has discretion. Tax outcomes and asset protection differ, so choice depends on goals and succession planning.

How do I know if FIRB approval is required for a Melbourne investment?

FIRB applies if you are a foreign person or entity acquiring substantial Australian interests. The process involves notification and potential approvals before completion. Check eligibility and timelines on firb.gov.au.

What is the standard process to establish a new investment structure in Victoria?

Define objectives, choose the structure, prepare documents, register with ASIC if required, and arrange tax planning. Then implement governance, and set up ongoing compliance programs.

When should I consult a lawyer during a setup or restructure?

Consult at the outset to design the structure, draft key agreements, and plan tax and compliance steps. Early advice reduces later rework and risk of non-compliance.

Where can I find guidance on stamp duty for a share or property transfer in Victoria?

Stamp duty guidance is available from the State Revenue Office Victoria. A lawyer can calculate potential costs and identify concessions that may apply.

Why is the Trustee Act important when using a trust in Melbourne?

It governs trustee powers and duties, ensuring proper administration, fiduciary obligations, and protection of beneficiaries. Clear trust deeds reduce disputes later.

Can I restructure to reduce tax liabilities within the law?

Structuring can optimise tax outcomes if done lawfully with proper documentation. A solicitor or tax adviser can design compliant arrangements that align with Australian tax rules.

Should I update my will when I restructure the business?

Yes. A corresponding testamentary plan helps ensure asset transfers occur as intended and reduces the risk of disputes after death or incapacity.

Do I need ongoing corporate compliance after structuring?

Yes. Ongoing requirements include annual director duties, minimum financial reporting, and potentially annual ASIC reviews. Non-compliance results in penalties.

Is there a cost difference between engaging a lawyer vs a conveyancer for structuring?

Lawyers typically handle complex structures and regulatory compliance; conveyancers focus on conveyancing tasks. For comprehensive structuring, expect higher fees but greater protection.

How long does FIRB approval typically take for a Melbourne investment?

Approval timelines vary by case complexity, usually 30 to 90 days, longer for sensitive sectors. Early preparation improves timing and reduces risk of delays.

5. Additional Resources

• Australian Securities and Investments Commission (ASIC) - regulator for company structures, directors duties, and financial services licensing. asic.gov.au
• Foreign Investment Review Board (FIRB) - administers foreign investment approvals for Australian acquisitions. firb.gov.au
• State Revenue Office Victoria (SRO Victoria) - administers stamp duty and land tax for Victorian transfers. sro.vic.gov.au
• Business Victoria - state government portal with guidance on starting and running a business in Victoria. business.vic.gov.au

6. Next Steps

1. Clarify your investment and business goals, including preferred structures and timelines. Write down assets, liabilities and expected ownership changes in Victoria.
2. Assemble key documents such as current financial statements, property titles, and any existing trust deeds or partnership agreements. Prepare to share these with a Melbourne-based legal adviser.
3. Consult a lawyer who specialises in Investment & Business Structuring in Melbourne to review goals and propose an optimal structure. Schedule an initial 60-90 minute intake.
4. Receive a tailored structure plan outlining the recommended entities, governance documents, and tax implications. Ask for a diagram or matrix showing roles, shareholdings and distributions.
5. Draft and execute documents including share purchase agreements, trust deeds, and shareholder or partnership agreements. Ensure ASIC and VAT/tax considerations are addressed.
6. Apply for necessary regulatory approvals such as FIRB if applicable, and manage stamp duty or land tax implications with SRO Victoria. Track the expected timelines and prepare for contingencies.
7. Implement and institute ongoing compliance processes, including annual returns, tax filings, and governance reviews. Schedule regular reviews with your legal counsel to adapt to changes.

For trusted guidance, consider consulting with a Melbourne-based solicitor who focuses on Investment & Business Structuring, and cross-check all steps against official sources such as ASIC, FIRB and SRO Victoria.