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Trading Family Trust Vs New Company (Share held in Trust)

Discussion in 'Accounting, Tax & Legal' started by ngz, 8th May, 2013.

  1. ngz

    ngz New Member

    8th May, 2013
    Sydney, NSW

    I will preface this by saying that I am just trying to get a better understanding of possible structures for a new business at the moment, and I will be seeking professional advice before making any decisions but I would love to hear feedback if anyone can help :)

    I have the following structure currently setup.
    Ngz Family Trust
    Ngz Holding Company Pty Ltd (as Trustee for Ngz Family Trust)
    I am the sole Director of Ngz Holding Company Pty Ltd and the only named beneficiary, along with my Family.

    The structure was setup when I launched my first company 8 years ago and until now it has only held the shares in my other 2 companies, distributed 2 dividends and recently I sold my other companies and it will be used to distribute the income amongst my family.

    I am now looking at launching a new business and I am unsure as to whether or not I should register a new company NewCo Pty Ltd, with Ngz Holding Company Pty Ltd holding 100% of the shares in Trust for Ngz Family Trust, or whether I simply start trading directly through the Ngz Family Trust with a registered trading name "My Trading Name".

    With my previous company's (now sold),I did not own 100% of the company's as I had multiple other shareholders and therefore we used a company structure.

    I am looking for any information or pro's and cons on which option makes sense and/or any possible future ramifications for either option.

    I also have some questions on each of the options below:


    - If I trade through the trust, I'd imagine my bank account would be something like "Ngz Holding Company Pty Ltd ATF Ngz Family Trust T/A My Trading Name" , does this mean any contracts I enter into would have to go to this same (long) legal name or can contracts go under the trading name?

    - I will be looking to setup an Internet Merchant Bank Account for the new venture, are there any issues with Banks giving a Internet Merchant bank account to a trading family trust?

    - If for some reason I need to "move" the business into it's own legal structure in the future, (e.g to take on investment or sell it) what ramifications may occur in the future? CGT etc?

    2) NEW COMPANY SETUP - e.g. NewCo Pty Ltd

    - Ngz Holding Company Pty Ltd to hold 100% Shares in NewCo Pty Ltd in trust for Ngz Family Trust.

    - If I am registering NewCo Pty Ltd, the ATO asks whether or not it has an "Ultimate Holding Company" - I'm finding mixed messages on this online. Since the Ngz Holding Company Pty Ltd is simply acting as Trustee and holding shares for the benefit of Ngz Family Trust, would Ngz Holding Company Pty Ltd be an "Ultimate Holding Company" or NewCo Pty Ltd? I have seen some web sites say Yes and others No.

    - Aside from the costs of registering the new company, managing additional sets of accounts/annual ASIC fees and tax returns etc, are there any other major pro's/con's of this option vs the trading family trust option?
    Since the Family Trust effectively still is the beneficiary of NewCo, the same tax advantages are available by distributing to my family. (e.g same setup as my previous companies).

    - What is the most tax effective way of pulling money (my salary) out of NewCo Pty Ltd? I would rather avoid having a salary/PAYG etc at this stage as it will start small with only myself working,but I will still need a way to take money.
    If I pay fully franked dividends to the Trust, is it correct that the franking credits can be used by the individual family members etc?
    In the early phases I was considering doing a directors loan to NewCo Pty Ltd as capital, and pulling money out by repaying that loan initially.

    Like I said I will be seeking professional advice, however in this early stage I figured it best to try get as much information as I can to streamline the process with the Accountants and/or Lawyers.

    Last edited by a moderator: 8th May, 2013