CHAPTER 3
Business Structure
Getting the structure of your business right from the start is incredibly important. The structure you use will have a flow-on effect on everything you do as a business, from hiring employees to having the ability to scale up as your business grows.
In this chapter, we’ll examine the most common business structures – sole trader, partnership, and company – and each of their relative advantages and disadvantages. We’ll also help clarify some misconceptions about ‘naming’ your business and the difference between a registered business name and a trade mark.
We like to think of your business structure as the foundational frame of a house. Once you’ve put a structure in place and started building the house, it’s difficult to turn back and restructure!
Setting up your business correctly from the beginning is much easier and less stressful. As your business starts growing, it could get very complicated to change your structure. This could cost you valuable business opportunities in the long run, for example if you suddenly find opportunities to scale up but get held up by business structure issues.
You’ve got three main structures to choose from, all of which you’ve likely heard of
somewhere before:
There’s also a fourth structure that is sometimes used called a ‘trust’. This one is a little more complicated and is generally used for tax reasons. If you’re interested in learning more about this, we’d recommend speaking to an accountant or tax advisor.
We’ve summarised some of the key differences between sole traders, partnerships, and companies below.
Your choice of business structure will be influenced by your individual circumstances. Many people choose to start as a sole trader because it’s simple and cheap, which can be a great way to begin if you’re starting out without a lot of resources or capital behind you.
As the business grows, people who have started out as a sole trader can consider setting up a company. A proprietary limited company (usually marked with the suffix “LTD”) — also known as a private company — is the most common option for small businesses and startups in New Zealand. To register as a company, you’ll need to follow the Companies Office processes and ensure various consent forms are signed by directors and shareholders. There are some upfront costs involved: the Companies Office takes a fee for every company registration.
Researching and making decisions about your business structure can be confusing, especially if you’re new to running a business and not familiar with the terminology. The New Zealand government provides lots of information on this topic online (easily found via a quick Google search). However, even if you’ve done your homework, it’s always a good idea to seek professional help. Your business might determine your livelihood, so it’s not something to mess around with. A good lawyer can explain the potential implications of each option and guide you with your choice.
If you’re starting a company alone by yourself, you’ll be the sole director and shareholder, all rolled into one person. This just means that you’ll be calling all the shots, and it’s a typical arrangement for most people with small businesses and startups who start out alone.
When making your choice, it’s important to get separate tax advice in relation to your individual circumstances and how your business structure will affect your tax obligations. You may also want to consider getting tax advice on other structuring options such as trusts. Talking to an accountant as you are starting out is a good idea. If you’re confused, you can ask us and we’ll point you in the right direction.
You’ve probably seen references to NZBNs and NZCNs thrown around, and it can sometimes be confusing. Here’s a quick explanation of what they are:
When thinking of a name for your business, you need to be wary of choosing a name that has already been taken. A good start is to do a quick search online and check that the name isn’t being used elsewhere. This is quite an important decision because your business name is what your customers will see, and what they will hopefully come to trust, so it’s important not to make the decision lightly.
When it comes to the legal side of things, there are 2 steps to take regarding your business name.
If you are setting up a company, you should get to know the difference between directors and shareholders.
Often, as a founder of a new business, you are both a director and a shareholder. For detailed information about the responsibilities associated with various business roles, have a look at NZ Company Office’s website here.
In this chapter, we’ve learned about the importance of choosing the right business structure and some of the factors to consider when deciding which one is right for you. If you’re not sure whether you’re making the right choices, you’re welcome to contact us and ask about how we can help!
Tell us about your legal issue and we’ll put together a fixed fee quote for you.