When Is It Time To Change From A Sole Trader To A Company?
Written by: Jamie Arrington l Accounting Team
Embarking on the entrepreneurial journey as a sole trader is a common starting point for many business owners. Being a sole trader provides simplicity while allowing individuals to test their business ideas within a flexible and cost-effective business structure. However, as the business grows and the complexity of its operations increases, there comes a point where a business owner must consider “Is now the time to change my structure to something else?”
Below, we will explore the key considerations that signal that it’s time for a sole trader to evolve into another more appropriate business structure like a company.
Understanding The “Sole Trader Structure”
Before considering the transition into a company, it’s important to understand the basics of the sole trader structure.
As a sole trader, an individual operates their business as an individual entity, and they will obtain an Australian Business Number (ABN) under their own name. The individual has full control over the decision-making and enjoys simplicity in financial reporting, but the individual is also held personally liable for all business debts, liability, and legal proceedings. The income and expenses of the business form part of the individual’s marginal tax rate.
While this structure suits many businesses just getting off the ground, as the business expands and grows, there will come a time to consider moving the business into a company structure.
Signs It’s Time For A Transition in Business Structure…
Increasing Business Complexity + Scale
One of the primary indicators that it might be time to shift from a sole trader to a company is the growing complexity of business operations.
A business can experience growth in a variety of ways. Maybe a business has revenue increases to the point that the business needs to hire employees to help with the increased workload or it has expanded from one state to another and must rent out or buy new premises from which to operate. Transitioning into another structure may provide a more sophisticated framework that accommodates complex business activities and makes it easier for the business to scale and to be managed.
Liability Concerns + Asset Protection
Sole traders are personally responsible for their business debts, liabilities, and litigation.
This means personal assets, such as the family home or personal savings, are at risk in case of business insolvency or should legal issues arise. Transitioning to a company can mitigate this risk. For example, a company is a separate legal entity and offers a level of asset protection for the business owner. This separation between personal and business assets can be a crucial factor in protecting wealth.
Tax Advantages + Structured Growth
Sole traders are taxed as individuals and taxable profits are taxed at an individual’s marginal tax rate.
Conversely, a company is a separate legal entity that has its own taxing framework which currently exists as a 25% to 30% tax on taxable profits. If a business’ taxable profits are high, it may be more tax effective to have the business in a company structure and limiting the amount of tax the business has to pay. Additionally, a company structure allows for more flexible profit distribution through dividends, providing opportunities for tax planning and allowing strategic decision-making around paying wages to the business owner.
If your business is reaching a point where tax considerations play a significant role in financial decisions, transitioning to a company may be a strategic move.
Attracting Investment + Building Credibility
When seeking external funding or partnerships, operating as a company can enhance a business’s credibility.
Investors and stakeholders often prefer dealing with companies due to the clear legal structure and governance mechanisms in place. If growth plans involve securing funding, partnerships, or entering into larger contracts, transitioning to a company structure can present the business as more stable and is capable of handling increased responsibilities.
The Process of Transitioning the Structures Of A Business
Legal + Regulatory Steps
Transitioning from a sole trader to a company involves several legal and regulatory steps.
Firstly, you need to create your company and register it with the Australian Securities and Investments Commission (ASIC). This involves:
- Choosing a company name;
- Appointing directors; and
- Outlining the company’s structure and operations.
It’s crucial to comply with ASIC regulations to ensure a smooth transition and avoid legal complexities.
Tax Implications + Considerations
The transition to a company structure has tax implications that should be carefully considered.
The business will need to apply for a new ABN and inform the Australian Taxation Office (ATO) about the change in the business structure. Additionally, understanding the different tax obligations, such as corporate tax and Goods and Services Tax (GST), is essential for compliant operations.
Seeking advice from a tax professional during this transition can help navigate the complexities and optimise your tax position.
Employee Considerations + Compliance
If the business has employees, the transition to a company structure involves additional considerations.
The business will need to update employment contracts, payroll systems, and superannuation arrangements to align with the new company structure. Compliance with employment laws and regulations is paramount during this transition to avoid any legal issues.
Communicating the Change to Stakeholders
Effective communication is key when transitioning from a sole trader to a company.
You will need to consider notifying your customers, suppliers, and other stakeholders about the change and clearly communicate how this transition will benefit your operations. You may need to reassure stakeholders about the continuity of your products or services. Managing this transition transparently can help maintain trust and goodwill.
Post-Transition Considerations + Challenges
Governance + Reporting Requirements
Once the transition is complete, a company comes with additional governance and reporting requirements. Directors have specific duties and responsibilities, and there are annual reporting obligations to regulatory bodies. Understanding and adhering to these requirements is crucial to maintaining compliance and avoiding penalties.
Ongoing Financial Management
With the transition to a company structure, financial management becomes more complex. Companies are required to maintain accurate financial records, conduct annual audits (depending on the size of the company), and may need to comply with financial reporting standards. Implementing robust financial management practices is essential for the ongoing success of the company.
Adapting to Cultural Shifts
Transitioning from a sole trader to a company can involve a cultural shift within the organisation. Decision-making processes may become more structured, and there might be changes in the dynamics of how the business operates. Ensuring a smooth cultural transition by communicating the benefits of the company structure and involving key employees in the decision-making process can contribute to the overall success of the transition.
Monitoring + Evaluating The Impact
Regularly monitoring and evaluating the impact of the transition is crucial. Assess whether the anticipated benefits, such as tax advantages, assets protection, and improved credibility, are being realised. This ongoing evaluation allows for adjustments and refinements to the business strategy, ensuring that the company continues to thrive in the evolving business landscape.
Canny Accounting + Your Business Structure
Deciding when to transition from a sole trader to a company is a strategic choice that should align with the growth and development of your business.
By recognising the signs, understanding the transition process, and addressing post-transition challenges, business owners can navigate this change successfully. Whether driven by the need for liability protection, tax advantages, or enhanced credibility, the transition to a company structure marks a significant milestone in the journey of entrepreneurial success in Australia.
Get in touch with our team to have a chat, and if you’re ready, we can start the process for you.
