Most construction businesses turning over between $5M and $200M are running on a structure that made sense years ago. One entity added when the bank required it. A trust the accountant recommended. A licence that stayed put because moving it was complicated.
Nobody has asked whether any of it still works for the business you are running now.
The company that signed your first contract is almost certainly still the entity running your business today. The structure has accumulated rather than been designed.
The trust, if there is one, was set up when your accountant recommended it. The QBCC licence has stayed in the same entity because moving it seemed complicated and there were always jobs more pressing. When someone finally maps out the whole arrangement and asks whether it still makes sense for the business as it exists now, the answer is rarely comfortable.
A business doing $15 million in revenue on a structure designed for a much smaller operation carries problems that do not show up in any monthly report. Bringing in a business partner requires a structure with a mechanism for it. Retaining capital requires the right tax arrangements. Protecting accumulated wealth requires the trading entity to have somewhere to pass it.
Taking on larger contracts requires confidence about what the structure means for QBCC licensing. Selling the business requires a structure a buyer can step into. None of those things happen by accident.
These problems are visible to anyone who knows where to look. What they are not is urgent, right up until they are. The Contractors who come to Blaze Business & Legal while the business is growing well have the most options. Those who come after a dispute, a QBCC audit or a failed finance application have fewer.
The Contractors who come to me when the business is growing well have the most options. By the time most people come to see me, the structure has already cost them something, in tax they did not need to pay, in deals that did not work out, in exposure that has already crystallised.
Rachelle Hare, Construction Lawyer, Commercial Manager and Business Adviser, Blaze Business & Legal
A construction business structure that works does things a structure left to accumulate cannot. Revenue scales without scaling personal financial exposure proportionally. Profit moves through the group in a way that keeps more capital inside it each year. Accumulated wealth sits somewhere other than the entity signing contracts and carrying project risk. Bringing in a business partner is a documented process with agreed rules. When the time comes to exit, your business has a structure a buyer can step into rather than one they need to unpick first.
An illustration of how construction groups are commonly structured in practice, not a formal tax consolidation election. The right arrangement for your business depends on your revenue, QBCC category, number of directors and plans for growth or exit.
These are the problems that accumulate when a structure has grown bit by bit over time and nobody has stopped to check whether it still works.
Your QBCC licence sits in an entity that no longer does the actual work or signs the contracts. Financial reporting falls on the wrong entity, which may not reflect the group’s actual trading position.
A single company holds the licence, runs operations, holds equipment and accumulates profit. A significant claim against the business is a claim against everything the business has built.
Intermingled assets, undocumented intercompany loans and no separation between goodwill and operations. Buyers discount heavily for structural complexity. Some transactions do not proceed.
A single operating company with no trust and no dividend strategy means profits are drawn as director salary and taxed at the top marginal rate each year. The right structure keeps substantially more capital in the group.
A business with two or more directors and no shareholders agreement has no settled answer to what happens if one director wants to exit, dies, or cannot agree on a major decision. Without documentation, these are resolved in a lawyer’s office, slowly and expensively.
Strong years leave cash building up inside the entity carrying project risk. When a claim arrives, the retained profit is directly in scope. Moving profit out regularly through dividends to a holding company is how a structure protects what the business has earned.
Former directors, shareholders and partners sometimes remain in shareholding registers, trust deeds and legacy arrangements because removing them was complicated. This affects financing decisions, director authority and any attempt to restructure or sell.
Multiple guarantees signed over years with no running total of exposure, trigger events or limits negotiated. The problem only becomes visible after a demand is made, when the options have already narrowed.
Two directors came to me after one of them decided to leave. They had built the business together for over a decade. Neither had ever discussed what leaving would actually look like. Without a shareholders agreement, every question about value, entitlement and process was a dispute. The legal fees were significant. The damage to the business while it was happening was worse.
Rachelle Hare, Construction Lawyer, Commercial Manager and Business Adviser, Blaze Business & Legal
The StructureSAFE app builds a visual diagram of your company structure in about 10 minutes. You can then choose to purchase a StructureSAFE Report for $497 + GST, which provides a gap analysis of risks with urgency ratings. The Report fee is credited in full against the Comprehensive Business Structure Analysis fee of $2,950 + GST if you decide to proceed.
Free. Takes about 10 minutes. The Report fee is credited in full against the Comprehensive Analysis.
Construction business structuring covers which entities you operate through, how those entities relate to each other, how profit flows between them, where assets sit, how your QBCC licence is held and managed, how business partners and family members are brought in, and how your business is positioned for growth or exit.
Legal structures carry financial consequences. Financial arrangements have licensing implications. Tax planning has operational effects. Getting the structure right requires legal, financial and commercial thinking applied to the same set of facts at the same time, not separate opinions from separate advisers who have never spoken to each other.
At Blaze Business & Legal, Rachelle Hare’s construction law and commercial advisory work runs alongside Shannon Drew’s management accounting and business advisory on the same brief. You receive one integrated set of recommendations, not two independent opinions from advisers in different offices.
When a Client brings us a structure question, Rachelle can see the legal implications and Shannon can see the financial ones. The advice holds together across both disciplines. You do not get that when your lawyer and your accountant are in different firms giving advice separately.
Shannon Drew, Management Accountant and Business Adviser, Blaze Business & Legal
The entity type your business operates through determines your legal exposure, your tax position, your QBCC compliance obligations and your options when things change.
No legal separation between you and the business. Every asset you own is available to creditors. Generally unsuitable once a construction business is generating real revenue, taking on Subcontractors or signing contracts with developers.
Each partner is personally liable for all the partnership’s debts, including debts created by other partners without your knowledge or agreement. Significant unmanaged exposure for any construction business.
A company is a separate legal entity from its shareholders. The standard minimum for a trading construction business. On its own, a single company gives no tax flexibility and no separation between what takes on risk and what holds value.
An operating company sits below a holding company, alongside a plant entity, trust or subsidiary structures. The operator holds the QBCC licence and runs operations. Accumulated assets are held separately, away from project risk.
A discretionary trust typically sits above a company structure as a way of passing profits through to shareholders and other beneficiaries on lower marginal rates. Your QBCC licence must be held by a company or individual, a trust cannot hold it directly.
The QBCC’s Minimum Financial Requirements do not apply to the group. They apply to the entity holding your contractor licence. How your structure is designed determines what the numbers for that entity actually look like.
Intercompany loans sitting on the operating company’s balance sheet as liabilities reduce its net tangible assets. Related-party transactions between entities in your group affect how the financials are presented. A structure designed without the QBCC’s Minimum Financial Requirements in mind can make the licence-holding company appear financially weaker than your group actually is, potentially pushing it below its compliance threshold while the overall business is trading profitably.
Revenue growth creates a separate risk. As your construction business grows it moves through QBCC licence categories. Each category carries different annual reporting obligations. A business that has grown into a higher category but is still lodging reports at the level of an earlier category is in breach, whether or not it knows it. The QBCC can suspend your licence mid-Project. Your contractual obligations to every Client on every current job remain in force regardless.
If your business has grown significantly since you last reviewed your licence category, a structural review should confirm you are lodging the correct reports for your current category. Operating in a higher category without the required reports is a compliance breach that can result in licence suspension.
A structural review confirms the licence is in the correct entity and that entity’s Minimum Financial Requirements position is sound. Misalignment is one of the most common and most avoidable QBCC compliance issues in growing construction businesses.
Most construction business owners assume their structure is protecting their personal assets. Whether it actually is depends on whether the protection has been maintained since it was first set up.
A holding company that has never received a dividend protects nothing. Plant that was supposed to sit in a separate entity but ended up in the trading company because the documentation was never completed is not protected. A trust that holds the right assets on paper but has not been properly administered for years is in a far more vulnerable position than you realise.
Genuine asset protection means accumulated wealth moves out of the trading entity on a regular basis. Dividends flow to the holding company before profits can become targets for claims against the operator. Plant and equipment sit in a separate entity that leases them back, keeping them out of reach of the operator’s creditors. Real property sits in a trust. Director loan accounts are cleared rather than allowed to build into balances that create their own problems.
Establishing the structure is the first step. Running it as designed, year after year, is what determines whether the protection holds when it is needed.
No construction business structure protects your personal assets from a personal guarantee. When you sign a guarantee, you have agreed that if the company does not pay, you will. Your house, your savings, everything you hold personally is in scope.
In construction, personal guarantees are routine. Banks require them for finance. Suppliers require them for trade credit. Some back-to-back Subcontract arrangements carry guarantee obligations. Most construction business owners have signed several without tracking total exposure, trigger events or whether any limits were ever negotiated.
Active management means negotiating cap amounts, expiry provisions and narrow trigger definitions at the point of signing, and understanding your total personal guarantee exposure at any point in time. After a demand has been made, the options narrow considerably. The time to understand what you have signed is before a demand arrives, not after.
A Client came to me after receiving a guarantee demand on a supplier account. He was certain the guarantee covered a relatively small amount. It did not. He had signed an unlimited guarantee years earlier and never checked it again. The structure we put in place afterwards was sound. It could not undo what had already been called.
Rachelle Hare, Construction Lawyer, Commercial Manager and Business Adviser, Blaze Business & Legal
A trust typically sits above a company structure as a way of passing profits through to shareholders and other beneficiaries. The trustee has discretion each year over how income and capital are distributed, which allows your group to direct distributions toward beneficiaries on lower marginal tax rates.
In construction, discretionary trusts are used for income distribution and for holding long-term assets including real property. Unit trusts are used in joint venture arrangements where two or more parties need defined proportionate interests in a shared venture.
Your QBCC licence cannot sit in a trust. A trust has no legal personality and cannot hold a licence directly. The licence must be held by a company or an individual. Assets never formally transferred into a trust remain exposed, regardless of what the trust deed says. A trust whose deed has not been reviewed since establishment, whose annual resolutions were not completed and whose distributions were never formally recorded, offers substantially less protection than the arrangement suggests.
A trust cannot hold a QBCC contractor licence. Your operating company holds the licence separately. Trusts in construction groups are for asset holding and income distribution, not for contracting or licensing.
Maintaining the protection of a trust requires proper administration each year, including resolutions, formal distribution decisions and documented asset transfers. Arrangements that are not followed through in practice offer little real protection.
Most construction businesses have a holding company in their structure on paper. Whether that holding company is actually doing anything is a different question.
A holding company sits above the operating company, receives dividends from it and holds the assets that flow up in a legal entity separated from the one carrying trading risk. Once profits move from the operating company to the holding company as franked dividends, they are beyond the reach of creditors making claims against the operator. The holding company can then invest those funds, hold plant and equipment and lease it back to the operator, accumulate property, or build a cash reserve not accessible to anyone pursuing the trading entity.
When the holding company has been set up but never used, with no dividends paid and cash sitting in the operating company because moving it was always something to deal with next quarter, the structure exists on paper and nowhere else. A holding company earns its cost when the operating company is generating consistent profit and there is something worth protecting.
Clients come to us with a holding company that has never received a dividend in five years. The cash is sitting in the operating company, completely exposed, and they assume they are protected because the holding company exists. The structure is only as good as the discipline behind it.
Shannon Drew, Management Accountant and Business Adviser, Blaze Business & Legal
Once profit moves from the operating company to the holding company as franked dividends, it is beyond the reach of creditors pursuing the trading entity. Many construction businesses have the structure on paper but skip this step in practice, leaving profit exposed in the operator.
Most construction businesses discover structural weaknesses when they attempt to scale, bring in a new partner or prepare for sale. By that point, some of the options available twelve months earlier are no longer on the table.
Maximum options. Structure can be designed around current goals and future plans before constraints appear.
Good options remain. Cost increases with complexity but restructuring is still workable.
Options are limited. Some pathways are already closed, for example when a bank has refused finance because of entity risk or confusion about how the business operates.
Most protective restructuring is no longer available. Crisis management only.
Buyers pay a premium for clean entities, clear ownership of assets and goodwill, and a structure they can acquire without inheriting complexity.
What buyers discount sharply, or walk away from, is a licence-holding entity loaded with historical intercompany loans, commingled assets and unresolved director loan accounts that need to be untangled before any transaction can proceed. Plant and intellectual property sitting in the trading entity when they should have been held separately years ago. QBCC reporting that has not kept pace with revenue growth. Goodwill that depends entirely on your continued presence.
Three to five years before the intended transaction is when structuring for sale should begin. Some restructuring steps, particularly asset transfers between related entities and changes to how profit has historically been distributed, need time to settle before sophisticated buyers and their advisers accept them without scrutiny. A restructure completed in the months before a sale invites questions that years of clean records do not.
Blaze Business & Legal provides integrated construction law, financial management and commercial advisory services to construction businesses across Brisbane, Queensland and Australia.
Rachelle Hare’s legal and advisory work and Shannon Drew’s management accounting and business advisory run on the same brief, applied to the same facts. You receive one set of recommendations, not two independent opinions from advisers who have never spoken to each other.
Rachelle has more than 25 years of construction industry experience, including in-house roles at Thiess, Laing O’Rourke and Acciona, partner-level roles at Corrs Chambers Westgarth and McCullough Robertson, and six years as a Commercial Manager for Defence and a Tier 2 Construction and Technology provider. Shannon brings more than 25 years of construction industry experience as a Management Accountant and Business Adviser to every construction business structuring engagement.
The StructureSAFE app builds a visual diagram of your company structure and identifies potential gaps as you answer. Takes about 10 minutes. Visual structure diagram, gap count by category and risk flag summary included.
Get your FREE Structure Diagram →Full gap analysis with urgency ratings and preliminary recommendations for each gap identified. The fee is credited in full against the Comprehensive Business Structure Analysis if you proceed.
Learn About the Report →Full professional review delivered by Rachelle Hare and Shannon Drew. Written report, entity map, complete gap analysis, prioritised recommendations roadmap and a written implementation quote.
Apply for Comprehensive Analysis →Most construction businesses that come to Blaze Business & Legal do not need a full rebuild. We start with what still works, identify what does not, and give you a prioritised plan you can act on.
For most construction businesses past the startup phase, the right structure separates the trading entity from the entity holding accumulated value, uses a discretionary trust for income distribution, and keeps the licence-holding company clean for QBCC purposes. What is right for your business depends on your revenue level, number of directors and shareholders, QBCC licence category and your plans for growth, bringing in partners or exiting. There is no single correct answer independent of your specific circumstances.
A structure that was right for an earlier stage of growth creates real constraints as revenue increases. Bringing in a business partner becomes complicated when the structure has no mechanism for it. Retaining capital becomes expensive when the tax arrangements were designed for a different revenue level. Accessing finance is harder when the licence-holding entity looks financially weak because of how the group is arranged. Most construction businesses outgrow their original structure well before anyone notices.
Transferring the QBCC licence to a different entity requires a new licence application to the QBCC. With proper sequencing, the transition can be managed without any gap in your licensing. Attempting to restructure your construction business without planning for the QBCC licensing implications is one of the more common and more expensive structural mistakes construction business owners make.
The Comprehensive Business Structure Analysis covers your entity arrangement, growth constraints, tax arrangements, personal guarantee exposure, intercompany loan positions and your plans for growth or exit. You receive a written report with an entity map, full gap analysis, a prioritised recommendations roadmap and a written implementation quote. Delivered by Rachelle Hare and Shannon Drew. If you have completed the StructureSAFE Report, the $497 + GST fee is credited against the $2,950 + GST engagement fee.
Your accountant can design the tax structure and advise on the financial implications of different arrangements. What an accountant cannot do is prepare the legal documents required to implement it, including trust deeds, shareholders agreements, share transfer documentation and intercompany loan agreements. Your accountant may also not be across the QBCC licensing implications of changing the entity that holds your licence. At Blaze Business & Legal, the legal and financial work runs on the same brief, applied to the same facts.
Construction business structuring and the Small Business Restructuring regime are entirely different in purpose, timing and outcome. Construction business structuring is proactive advisory work carried out while the business is operating and growing. The Small Business Restructuring regime is a formal insolvency process for businesses that cannot pay their debts as and when they fall due. If your business is facing that kind of financial pressure, the conversation is a different one.
Yes. Blaze Business & Legal works with construction businesses across Brisbane, Queensland and Australia. Most engagements are run by phone, video conference and email, with onsite attendance where the engagement requires it.
Our Construction Business Structure Review is a fixed-fee engagement that gives you clarity on your current structure and a practical roadmap for improvement.
Group structure map
Risk and exposure priorities
Finance and control friction points
Step-by-step next actions
Get your FREE Structure Diagram
Not sure whether the Structure Review is the right starting point. Book a $550 Initial Strategy Session and we will recommend the best next step for your business
Most construction business structures change with add-ons over time as the business grows. Most don’t need a full rebuild. We start with understanding what still works, what does not work and what changes need to be made + priorities.
If you want clarity before you commit, our $550 Strategy Session helps you confirm the right starting point.
