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Startup consulting in Australia is mostly about getting a company into a shape an investor, an accelerator or an acquirer can accept. That is a narrower job than general business advice. It covers the corporate structure, the share register, the founder arrangements, the intellectual property position and the employee equity plan, plus the financial model and materials that sit around a raise.

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The structural work has to happen early because it is expensive to unwind. A company registered with ASIC gets an Australian Company Number, and every director must hold a director identification number. Founders who start as a partnership or as sole traders and try to convert after a term sheet arrives usually discover that the intellectual property, the share splits and the tax position all need fixing at once.

Employee equity is the piece Australian founders most often get wrong. The Corporations Act contains a dedicated employee share scheme regime that sets out when an offer of shares, options or incentive rights can be made without the usual disclosure documents, subject to caps. A consultant who treats employee equity as a handshake and a spreadsheet has created a problem for the next funding round.

What startup consultants are engaged for

  • Incorporation and structure: choosing between a company, a holding structure and a trust, and getting the share classes right.
  • Founder arrangements: vesting, reverse vesting, what happens if a founder leaves, and how decisions are made.
  • Intellectual property assignment from founders, contractors and previous employers into the company.
  • Employee equity plan design under the Corporations Act employee share scheme regime.
  • Investment readiness: financial model, cap table, data room and the diligence questions that always come.
  • Grant and program applications, and getting the records those programs later audit.

Incorporation and the registrations that follow

A company is registered through the Business Registration Service, and business.gov.au states that registering typically takes around fifteen minutes online with confirmation usually within two business days where the documents and fee are in order. Every company receives a unique nine-digit Australian Company Number, managed by ASIC.

Anyone who is a director of a company, a registered foreign company or an Aboriginal and Torres Strait Islander corporation must apply for a director identification number. Directors must comply with the Corporations Act, and ASIC publishes guidance aimed at small business directors on what those duties mean in practice.

The company then has continuing obligations: an annual statement from ASIC after the annual review date, annual fees, keeping details current and passing a solvency resolution. Founders who treat these as paperwork discover during diligence that a lapsed registration or an out-of-date register is a finding an investor will price.

Employee share schemes under the Corporations Act

Division 1A of Part 7.12 of the Corporations Act sets out a regime for employee share scheme offers, defining ESS interests and specifying when an offer is eligible to be made under that Division rather than under the ordinary fundraising and licensing rules.

One of the conditions for offers involving consideration is an issue cap. Unless the company's constitution specifies an issue cap percentage, the default is the greater of five per cent for a body corporate included in the official list of a recognised financial market and twenty per cent for a body corporate that is not listed, measured against shares actually on issue and counting offers made over the preceding three years.

There are separate requirements for unlisted companies, including a monetary cap on what an individual participant can be required to pay over a twelve-month period, and disclosure requirements about the terms of the offer. ASIC has powers to grant exemptions, make modifications and issue stop orders under the Division. This is an area where founders should use a lawyer, with the consultant coordinating rather than drafting.

Where startup advice crosses into licensed territory

Raising money is regulated. Under the Corporations Act a person who carries on a financial services business in Australia must hold an Australian financial services licence covering the services they provide, and providing financial product advice or dealing in a financial product are financial services. Securities in a company are financial products.

A consultant who helps you write a financial model, structure a cap table or prepare a data room is doing advisory work. A consultant who introduces you to investors for a fee, arranges the issue of shares or advises investors on whether to invest may be doing something that requires a licence or an authorisation from a licensee. Ask any adviser who is paid on a successful raise what licence or authorisation they hold, and check it.

Tax structuring is likewise regulated: advising on tax matters for a fee is work reserved to registered tax practitioners, overseen by the Tax Practitioners Board. A good startup consultant knows where their own boundary sits and brings in the lawyer and the tax agent rather than improvising.

Structural mistakes that surface during due diligence

  • Intellectual property still sitting with a founder personally, or with a company a founder used to contract through.
  • Contractor agreements with no IP assignment clause, so code or designs were never transferred to the company.
  • Equal founder splits with no vesting, so a founder who left in year one still holds a large parcel.
  • Verbal equity promises to early staff with nothing documented, which become a disputed liability.
  • A share register that does not reconcile to the ASIC record or to the option grants issued.
  • Grant money spent on activities outside the funding agreement, with no records to show what was claimed.

Consultant, accelerator, adviser or board member

A startup consultant sells time against a defined piece of work, usually structure, model or raise preparation. An accelerator sells a program and a network, usually for equity, and the value depends heavily on the cohort and the mentors rather than the brand.

An adviser taking small equity for ongoing informal help is common in Australia and is worth having only where the person opens specific doors or brings specific operating experience. Vest advisory equity over time and make it terminable, because an adviser who disengages after three months should not keep a permanent holding.

A non-executive director is a different commitment again, with statutory duties under the Corporations Act and a director identification number requirement. Do not appoint someone to the board simply to access their advice; an advisory arrangement achieves the same thing without the obligations.

Documents an investor will ask for

  • Constitution, share register and ASIC company extract that reconcile to each other.
  • Executed founder agreements including vesting and leaver provisions.
  • IP assignment deeds from every founder, employee and contractor who created anything material.
  • Employee share scheme plan rules, grant letters and an up-to-date option register.
  • Employment contracts and contractor agreements, with the employee or contractor classification defensible.
  • Financial statements, tax lodgements, and evidence that superannuation and pay-as-you-go withholding are current.

Startup Consultants: frequently asked questions

How quickly can I register an Australian company?

business.gov.au states that registering a company through the Business Registration Service takes around fifteen minutes, with confirmation usually within two business days if you have provided the required documents and paid the fee. You also need a director identification number for each director, and you will receive a nine-digit Australian Company Number. Registering through an accountant or other private service provider may run on different timeframes.

Do I need a director identification number?

Yes, if you are a director of a company, a registered foreign company or an Aboriginal and Torres Strait Islander corporation. It is a personal number, it stays with you across directorships, and it is applied for by the individual rather than by the company. Directors also have duties under the Corporations Act, and ASIC publishes guidance specifically for small business directors.

How much equity can I give employees without a prospectus?

The Corporations Act employee share scheme regime sets the conditions. For offers involving consideration there is an issue cap: unless the constitution specifies a percentage, the default is five per cent for a company listed on a recognised market and twenty per cent for an unlisted company, measured against shares on issue and counting offers made over the previous three years. Unlisted companies also face a monetary cap per participant per twelve-month period and disclosure requirements. Get a lawyer to set the plan up; the rules are detailed and the consequences of getting them wrong land at the next raise.

Can a startup consultant introduce me to investors for a success fee?

Possibly, but check their licensing. Under the Corporations Act, a person carrying on a financial services business in Australia must hold an Australian financial services licence covering the services provided, and dealing in a financial product or providing financial product advice are financial services. Shares are financial products. Ask whether the person holds a licence or is an authorised representative of a licensee, and verify it rather than accepting the assurance.

What is the most common structural problem found in diligence?

Intellectual property that does not belong to the company. It usually sits with a founder personally, with a contractor who had no assignment clause, or with an employer a founder worked for while building the early version. It is fixable but awkward and occasionally expensive, and it is discovered at exactly the moment you have least leverage. Assign IP into the company from the first day and keep the deeds.

Should founders have vesting even without investors?

Usually yes. Vesting protects the founders who stay from a co-founder who leaves in the first year holding a large permanent stake. It is much easier to agree while everyone is aligned than after a departure, and investors will require something similar anyway. Document it properly rather than relying on a shared understanding, since a shared understanding is what disputes are made of.

Sources

  1. Corporations Act 2001 (Cth) - Part 7.12 Division 1A on employee share schemes, and section 911A
  2. business.gov.au - Register a company

Written by the LokalMatch editorial team. Last reviewed 22 September 2026. How we write and check our guides

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What affects the fees startup consultants charge

Fees depend on the work involved and how the professional bills. We only publish fee ranges when they’re backed by real LokalMatch data or reliable sources. Until then, here’s what usually changes the fee:

  • Scope and complexity of the work
  • How the firm bills: hourly, per project or on a monthly retainer
  • Experience of the team
  • Timeline and how urgent the work is
  • Ongoing support after the work is delivered

How to compare startup consultants before you hire

  • Ask for examples of similar work for clients like you.
  • Read reviews and ask for references you can contact.
  • Make sure the scope, deliverables and timeline are written down before work starts.
  • Ask who will do the work: an in-house team, freelancers or subcontractors.
  • Compare two or three proposals before you decide.

Questions to ask startup consultants before you hire

  • Have you done work like this before, and can I see examples?
  • Who will work on this, and who is my main contact?
  • How do you charge: hourly, per project or monthly?
  • What is included, and what costs extra?
  • How long is the contract, and how can either side end it?
  • How will you report on progress?
  • Who owns the work, files and accounts you set up for me?

Licences and registration

This kind of work is often limited to licensed or registered professionals, and the rules depend on where you are. Ask which body they’re registered with, and check their status on that body’s public register before you hire.

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