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- 2 -BUSINESS STRUCTURESCowell ClarkeForeign citizens doing business in Australia can establish, own and carry on businessusing a variety of business structures. Those structures include:• Sole trader – an individual typically conducting a small business with a smallamount of capital investment.• Partnership – 2 or more individuals or entities carrying on business together witha view to sharing profits. Each partner is jointly and separately liable for theliabilities of the partnership business. Establishment of a limited partnership insome circumstances is possible but is not prevalent in Australia.• Joint venture – similar to a partnership but usually established for a particularproject. Joint ventures may be unincorporated or incorporated. The rights andliabilities of each joint venturer will depend upon the terms of the joint ventureagreement.• Trust – trading trusts are widely used in Australia and are commonly a form ofunit trust where the equity interests are units, which are similar to but distinctfrom shares in a company. Most trading trusts will have a corporate trustee.• Foreign company – a foreign company may apply to the Australian Securities &Investments Commission (“ASIC”), the body that regulates Australiancorporations, to be registered in Australia as a foreign company.Foreign companies may apply for listing as publicly traded entities. Almostinvariably such a listing would occur on the Australian Securities Exchange(“ASX”), which is the primary securities exchange in Australia. To be listed onASX, a company must comply with the ASX Listing Rules and with otherlegislative requirements, particularly those under the Corporations Act 2001,which is the principal (but certainly not the only) piece of legislation governingAustralian companies.A foreign company registered in Australia must have a registered office inAustralia and must appoint a local agent who will be responsible for ensuring thecompany complies with its legal obligations in Australia. As with almost all publiccompanies in Australia, the company will be required each year to lodge withASIC a copy of its financial accounts and to notify ASIC from time to timeregarding details of its structure including the provisions in its constitution and itsoffice holders.• Public company limited by shares – these companies have issued shares. Apublic company does not have a limit on its number of shareholders. It must havea registered office in Australia and at least 3 directors and at least 1 companysecretary. Two of the directors and the secretary must ordinarily reside inAustralia.P950592_191.doc