We are on-boarding Australian partner to run Australia operation. We want to structure equity in a way that they only own the equity for the Australia portion of the business. How can we structure our corporate structure to accommodate such need?
Your primary consideration, between AU + US jurisdictions is how taxation is handled.
In AU, you pay $0 cap gain + $0 on foreign earned income.
In US, you're taxed on global income.
Before you consider setting up a complex web of entities domiciled in different taxing jurisdictions, contact someone like H&R Block Executive Tax services + walk through your entire money flow with them.
The Executive Tax Branch contain some of the smartest people I've ever come across.
Talk with them first + you'll likely save a truckload of taxes.
There are a couple of options to consider. You can create a joint venture agreement, whereby profits attributed to the Australia operations are directed to the Australia partner, or it may make sense to form a separate subsidiary entity with multiple share classes. Your company can own the voting shares while the Australian partner can retain the non voting common equity. Consideration should be given to the tax implications of the arrangement. There is an Australia-U.S. income tax treaty in place, so the treaty implications should be assessed to ensure its the most tax advantageous arrangement for both parties. If the subsidiary is formed in the U.S. there will likely be federal withholding taxes on the dividend distributions to the Australia partner.
