One group, four sets of books that finally agree

What was broken

A SaaS startup serving international clients wanted to expand into North America and Europe. Overseas investors had expressed interest in the company, but the existing single-entity corporate structure created challenges for foreign investment, intellectual property ownership, and international contracting. The founders needed a scalable structure without disrupting existing operations in the home entity.

What we did

Working alongside international legal and tax advisors, CapEasy designed a holding company structure that aligned with the founders' expansion plans. We advised on cross-border regulatory compliance, shareholding arrangements, intellectual property ownership, and inter-company agreements while ensuring the home entity stayed compliant. The founders were also guided on future fundraising implications and operational governance.

Where it landed

The company successfully established an international corporate structure that improved investor confidence, simplified overseas contracting, and positioned the business for global fundraising while keeping the home entity compliant.

A holding company changes your compliance calendar before it changes anything else

The moment a group adds a holding company or a second operating entity, the paperwork does not average out — it multiplies. Every proprietary company registered with ASIC gets its own annual review date, tied to its own registration date, and carries its own review fee, its own obligation to verify the details ASIC holds, and its own solvency resolution passed by the directors within two months of that date. A holding company incorporated in March and an operating subsidiary incorporated in September do not share a review date just because they share a boardroom — the group is now running two review cycles, not one, unless someone is tracking both against a single calendar.

The fix is not asking ASIC to merge the dates. It is building one internal close calendar that lists every entity, its own ASIC annual review date, its own BAS due dates, and its own STP finalisation deadline, so the group meets each entity’s obligations on time without discovering a lapsed review six months after the fact.

GST grouping: one BAS instead of three, if the group qualifies

A New Tax System (Goods and Services Tax) Act 1999 lets closely related companies form a GST group under Division 48, provided they satisfy the membership requirements — broadly, common ownership at the level the Act sets — and jointly nominate one member as the representative member. Once the group is formed, GST-taxable supplies and acquisitions between group members are largely disregarded for GST purposes, and the representative member lodges a single BAS covering the group rather than each entity lodging its own.

That simplification is real, but it does not remove the underlying bookkeeping: each entity still needs its own set of accounts, its own intercompany account, and a record of what moved between entities during the period, because the representative member is now reporting on behalf of everyone and has to be able to substantiate the combined figure. The value of grouping is fewer BAS lodgements for the registered agent to manage — not fewer transactions to record.

Eliminations are where a multi-entity close actually breaks

The engagement’s core discipline — inter-company agreements that state what each entity owes the other, and a structure designed so the accounting could be checked against those agreements rather than reconstructed from memory — is exactly what a group close needs every month, not just at formation. An intercompany loan, a management fee charged from the holding company down to an operating subsidiary, or an IP licence between entities all have to net to zero across the group: what one entity books as income, the other books as an equal and opposite expense or payable. When the two sides drift — a fee booked in one entity’s ledger a month before the other side records it, or a loan balance nobody reconciled — the group P&L and balance sheet overstate the business, and it shows up at the worst possible time: when a registered agent is trying to lodge, or an investor is trying to read the numbers.

The practical routine is a monthly intercompany schedule, kept next to the group chart of accounts: every balance between entities, dated, with the agreement or invoice behind it, checked to net to zero before the month is called closed. CapEasy’s part in that work is the reconciliation and the schedule; the return each entity lodges — GST, income tax, or otherwise — is prepared for your registered BAS or tax agent to lodge, and any advice on whether a given group structure qualifies for GST grouping sits with them.