Do I need a separate ABN for my holding company?

Only if the holding company is itself carrying on an enterprise. The Australian Business Register issues ABNs to entities running an enterprise in Australia, and a pure holding company that only owns shares and receives dividends often does not meet that test. Many holding companies operate without an ABN and lodge a company tax return each year using just their ACN (Australian Company Number) and tax file number. If your holding company will charge management fees to the trading company, license intellectual property, lease premises to subsidiaries, or otherwise carry on activity beyond passive shareholding, an ABN is usually required. Your accountant will look at the actual cash flows between entities before deciding. The Company Essential bundle includes an ABN application so you can switch it on without an extra lodgement. If the accountant later confirms an ABN is not needed, the application simply does not proceed. There is no penalty for applying and being assessed as ineligible.

Can a holding company own a trust as well as another company?

Yes. A holding company is just a Pty Ltd that holds assets, and there is no restriction on what type of asset it holds. It can own shares in trading companies, units in a unit trust, real property, intellectual property, equipment leased to operating entities, or a portfolio of investments. A common structure is a holding company acting as trustee of a family trust while also directly owning shares in trading subsidiaries. In that setup the same Pty Ltd wears two hats: in its corporate capacity it owns the subsidiary shares, and in its trustee capacity it holds the trust assets on behalf of beneficiaries. Most accountants recommend keeping these roles separated into two companies so liability does not leak between functions. The correct combination depends on your assets, family situation and tax position. Speak to your accountant before settling on the layout, then come back to Structly to register the entities you need.

What does it cost to keep a holding company running each year?

The unavoidable cost is the ASIC annual review fee. For 2025-26 ASIC publishes this fee at $329 for a standard proprietary company. If the holding company is set up purely to act as trustee of a regulated trust (such as a Self-Managed Super Fund) and meets the special-purpose company definition, the fee drops to $67. ASIC reviews and publishes these fees each financial year. On top of the ASIC fee you should budget for accounting and tax return preparation, which typically runs several hundred to a few thousand dollars depending on complexity. A pure asset-holding entity with one or two transactions per year sits at the lower end. Structly Assist at $39.90/month bundles the ASIC annual statement workflow, registered office service, ASIC correspondence handling and reminder system. It does not include tax return preparation, which stays with your accountant.

What is the bucket company strategy?

A bucket company is a Pty Ltd that sits inside a family trust structure and receives distributions from the trust at the corporate tax rate rather than at the individual marginal rate. The Australian Taxation Office taxes corporate beneficiary distributions like any other company income, currently at 25% for base rate entities or 30% for other companies. The term bucket reflects how income is captured at a lower rate than it would be in the hands of an individual on the top marginal bracket. Franked dividends can then be paid to shareholders later, often in a year when their personal income is lower. Whether this saves you tax depends on your trust structure, family income, Division 7A loan arrangements, and how the company will eventually pay dividends. The ATO has specific rules around unpaid present entitlements and minimum yearly repayments. Speak to your accountant before assuming a bucket company is the right move, then use Structly to register the entity once the strategy is signed off.

Can I move shares of my existing trading company into a new holding company without triggering tax?

Sometimes, but it depends entirely on your circumstances. The ATO administers two main concessions that can apply: small business CGT (Capital Gains Tax) concessions and CGT rollover relief under Subdivision 122-A or 615-A of the Income Tax Assessment Act 1997. Both have strict eligibility tests and require careful documentation. For existing trading companies with retained earnings, intellectual property or appreciated goodwill, restructuring without professional advice can trigger unexpected capital gains tax, stamp duty or Division 7A issues. The cost of getting it wrong typically dwarfs the cost of getting accounting advice up front. This is one area where Structly cannot help directly. Our role is registering the new holding company with ASIC once your accountant has confirmed the restructure plan. The actual share transfer, valuation and rollover election sit with your tax adviser. Speak to your accountant or solicitor before lodging anything.

Does the holding company need its own director?

Yes. Every Australian Pty Ltd must have at least one director who ordinarily resides in Australia, per the Corporations Act 2001 administered by the Australian Securities and Investments Commission. The same individual can be the director of multiple companies, so in a typical group the same person often acts as director of both the holding company and the trading subsidiaries. Each director needs a Director Identification Number (Director ID) issued by the Australian Business Registry Services. If you already hold a Director ID for your trading company, you do not need a new one for the holding company. The same number follows you across every directorship for life. Directors of a holding company carry the same legal duties as any other director, including duties of care, good faith and avoiding insolvent trading. If the holding company is a pure asset-holder with no debt and no trading activity, these duties are usually simple to discharge, but they still apply.

Should the holding company own the trading company's assets, or just its shares?

This is the central design question and the answer depends on what you are trying to protect. If the goal is to keep valuable assets such as property, equipment or intellectual property safe from creditors of the trading business, those assets should be owned directly by the holding company and licensed or leased to the trading subsidiary at arm's length. If the goal is simply to consolidate ownership and access franking benefits, the holding company only needs to own the shares in the trading company. The trading company continues to own its own equipment and operating assets. Most mature group structures use both layers: the holding company owns the trading subsidiary's shares and also separately owns the high-value assets the trading business needs to operate. Lease and licence agreements documented properly are critical to making the structure stand up if the trading company is ever sued. Your solicitor should draft these agreements once the entities are registered.

Holding company Australia: setup guide

What a holding company actually is

A holding company in Australia is a proprietary limited company (Pty Ltd) whose purpose is to own things rather than trade. It might own shares in one or more trading companies, units in a trust, real property, intellectual property, or simply a portfolio of investments. It is registered with the Australian Securities and Investments Commission (ASIC) under the Corporations Act 2001 in exactly the same way as a trading company.

There is no separate legal category called holding company on the ASIC register. The label describes what the company does, not how it is registered. A Pty Ltd becomes a holding company the moment you put assets or subsidiary shares into it. From ASIC's perspective it is just another proprietary company with its own Australian Company Number (ACN), registered office and director.

The reason founders bother with the structure is separation. By splitting the assets from the trading activity, you create a wall between the value you have built and the risks of the day-to-day business. If the trading company gets sued or fails, the assets sitting in the holding company are not part of the trading company's balance sheet.

Holding company

A Pty Ltd that exists to hold assets or shares in other entities. Not a separate legal type — just a company used for ownership rather than trading.

Typical use cases for an Australian holding company

Founders restructure into a holding company for three main reasons: protecting valuable assets from trading risk, owning intellectual property at the group level, and tidying up ownership across multiple businesses. Each use case has a different shape and a different set of compliance considerations.

Before you set anything up, get clear on which of these problems you are actually trying to solve. The structure that works for an SaaS founder protecting a software stack is not the same as the one a family uses to bundle three trading businesses under a single roof.

Asset protection

The most common driver is keeping valuable assets out of the trading entity. A holding company owns the building, the manufacturing equipment, the customer database or the brand, then licenses or leases those assets to the trading subsidiary at commercial rates. If the trading company is later sued by a customer or supplier, creditors can only reach what the trading entity owns, not the assets parked upstream.

For this to work the arrangements must be properly documented and run at arm's length. A handshake licence between related entities will not survive scrutiny in an insolvency. Speak to your solicitor about the lease, licence and intercompany loan documents before relying on a holding structure for protection.

Intellectual property ownership

Software companies, consultancies and brand-driven businesses often hold IP (trademarks, copyrights, source code, patents) in a separate company. The IP holding entity licenses the IP to the trading company under a written licence agreement and charges a market royalty. This keeps the most valuable asset of the business away from operating risk and makes future capital raises or trade sales cleaner.

Group structures

When founders run more than one business, a holding company at the top of the group consolidates ownership. Instead of holding shares in three or four separate trading companies personally, you hold one share in the holding company, and the holding company owns each subsidiary. This simplifies estate planning, share transfers and group reporting. It also opens the door to tax consolidation under the Australian Taxation Office (ATO) rules, though tax consolidation has its own complex eligibility criteria you should work through with your accountant.

The bucket company strategy

Bucket company is informal slang for a Pty Ltd that sits inside a family trust structure to receive trust distributions. Instead of distributing all trust income to individual beneficiaries who pay tax at their marginal rates (up to 45%), the trustee distributes some income to the corporate beneficiary, which pays company tax of 25% or 30% depending on whether it qualifies as a base rate entity.

The strategy can defer tax during high-income years and smooth distributions over time. Franking credits attached to dividends paid out of the bucket company later can be used by individual shareholders in lower-income years. It is a legitimate, mainstream structure used widely by Australian small businesses with family trusts.

What it is not is a one-size-fits-all tax cut. The ATO has detailed rules around Division 7A loans, unpaid present entitlements and the timing of distributions. If a corporate beneficiary is left with an unpaid present entitlement from the trust, the ATO can treat that balance as a deemed loan, with minimum yearly repayments and benchmark interest requirements.

Stanley can walk you through whether a bucket company structure is worth investigating, but the final call sits with your accountant. The bucket only works if the surrounding paperwork (trust distributions, dividends, loan agreements) is correctly run each year. Get the strategy signed off before you register the entity.

Tax advice

Bucket company structures interact with Division 7A, family trust elections and trust distribution rules. Speak to your accountant before you set one up — Structly cannot give specific tax advice.

How to set up a holding company

Registering a holding company in Australia is mechanically the same as registering any Pty Ltd. The difference is in what you do with it once it exists. ASIC does not care whether the company will trade or hold; it registers a Pty Ltd, issues an ACN, and the company comes into existence on the date of registration.

There are five practical steps for most founders setting up a holding entity, and each one is worth thinking through before you lodge anything with ASIC.

Decide on the company name (or whether you will operate under the ACN and skip a business name)
Confirm the registered office address and principal place of business
Appoint at least one Australian-resident director and obtain their Director ID from the Australian Business Registry Services (ABRS) if they do not already have one
Set the initial shareholding — for a holding company this is usually the founder personally, or sometimes a family trust
Lodge the registration with ASIC, pay the $611 ASIC fee and receive the ACN and certificate of registration

Choosing the right share structure

A holding company can issue ordinary shares, different classes of shares, or both. Many founders set up multiple share classes from day one so future capital injections, family dividends or estate planning can be handled without amending the constitution later. A solicitor or accountant familiar with corporate structuring should advise on the share classes you actually need before you lodge.

Registered office and address

Every Australian company must have a registered office in Australia where ASIC correspondence is sent. This is a legal requirement under the Corporations Act 2001. Many holding companies use their accountant's address or a registered office service. Structly Assist includes a registered office option as part of the monthly subscription.

What a holding company costs to set up and run

The setup cost is dominated by the ASIC registration fee, which is $611 for a standard proprietary company. ASIC sets and publishes this fee each financial year. On top of that you pay whatever service fee you choose to pay for registration assistance, which varies widely between providers in the Australian market.

Structly's Company Registration package is $699 all-in, comprising the $611 ASIC fee and an $88 service fee. The Company Essential bundle at $887 adds an ABN Package and a 3-year business name registration, which most founders need anyway. If the holding company will not trade, the business name might not be needed and a leaner setup works fine.

The recurring cost is the ASIC annual review fee, which is $329 for a standard proprietary company in 2025-26. If the holding company qualifies as a special-purpose company (for example, acting solely as trustee of a Self-Managed Super Fund) the annual review fee drops to $67. Special-purpose status has strict eligibility rules — your accountant will confirm whether your structure qualifies.

Typical holding company cost comparison

Item	Structly	Accountant
Company registration (incl. ASIC fee)	$699	$1,500 – $2,500
ABN application	$99	$150 – $300
3-year business name (optional)	$159	$159 + accountant fee
Annual ASIC review fee (paid to ASIC)	$329	$329
Ongoing compliance support	$39.90/mo (Structly Assist)	Hourly rate

Ongoing compliance obligations

A holding company has the same compliance obligations as any other Pty Ltd registered with ASIC. There is no lighter-touch version because the company holds assets rather than trades. Directors must keep proper books and records, review and confirm company details on the annual ASIC statement, pay the annual review fee, and lodge a company tax return with the Australian Taxation Office.

ASIC's late fees are not negotiable. For 2025-26, lodging or paying the annual review up to 28 days late incurs a $98 fee, and more than 28 days late incurs $411. These fees are published by ASIC and apply automatically — there is no grace period for holding companies.

If the holding company is carrying on an enterprise (for example, charging management fees to subsidiaries or leasing assets to them), it will need an Australian Business Number (ABN) and possibly Goods and Services Tax (GST) registration if its turnover exceeds the $75,000 GST threshold set by the ATO. A pure passive holder receiving only dividends usually does not need to register for GST.

Director Identification Numbers

Every director of a holding company needs a Director ID from the ABRS. The Director ID is a 15-digit identifier that follows a director across every company directorship they hold for life. If you already have a Director ID for another company, you do not need a new one. Apply directly through the ABRS website — there is no fee.

Annual review

Each year on the anniversary of registration, ASIC sends an annual statement to the registered office. Directors must review the details, correct anything that has changed (registered office address, directors, shareholders), pass a solvency resolution, and pay the annual review fee within two months. Structly Assist handles the reminder and the lodgement workflow for $39.90/month, with the first 30 days free.

When a holding company is and is not worth it

A holding company adds another layer of cost, paperwork and decision-making to your structure. The annual review fee, accountant fees and time spent maintaining intercompany agreements are real. Before you set one up, be honest about whether the benefit justifies the overhead.

Holding companies generally make sense when there are substantial assets to protect, when intellectual property is core to the business, when there are multiple trading businesses to consolidate, or when family income planning genuinely needs a corporate beneficiary. They rarely make sense for solo founders with one small trading business and no significant assets sitting outside the company.

If you are uncertain, work backwards from the problem. What risk are you trying to mitigate? What asset are you trying to protect? What tax outcome are you trying to achieve? If you cannot answer those questions clearly, a holding company is probably premature. Speak to your accountant about whether the structure earns its keep in your specific situation, then come back to Structly when you are ready to lodge.

Stanley can help

If you are deciding between a single trading company and a holding-plus-trading group, Stanley can walk you through the structural trade-offs in about a minute.

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Holding company Australia: what it is and when you need one