Phase 1 · Structure

Group Structure

Every entity in the portfolio, the relationships between them, and how the structure maps to the proposed tax-consolidated group.

Total entities

Trust + Pty Ltd

Active or operational

Live today

Proposed

Pending incorporation

Family Trust reach

Direct + indirect holdings

Group diagram

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Multi-agent consultation

On the proposed structure

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Agent

Legal

Pushes back

Web Dev wears two hats — service business and tech-platform holding. The asset-protection wall between them is thinner than a clean Sub-Holding split.

If Web Dev is sued over a service-client claim, creditors can in principle reach Oyra and HELM under it. Currently the only barrier is the corporate veil, which is weakened when one entity hosts both operations and IP holdings.
Recommend a Tech Sub-Holding Pty Ltd (pure holding, no operations) mirroring the Action Sports Sub-Holding pattern. Web Dev stays as a sibling OpCo. Re-establishes the asset-protection layer at modest cost (~$3-5k incorporation + minimal ongoing).
Spokespot 50/50 JV correctly excluded from the consolidated group. Reconsider if buy-out becomes feasible — JV minorities create persistent friction on exit and decision rights.

Apply this advice

Corporations Act 2001 s.124Salomon v Salomon [1897] AC 22Strategy doc §2.2

Agent

Accounting

Backs the structure

Consolidation works either way. ESIC eligibility for Oyra and HELM depends on the issuing company itself — but parent history matters in the genuine-startup test.

Tax consolidation election (Div 703 ITAA 1997) flows through correctly with Web Dev as parent. Single-entity rule applies down the chain; intra-group transactions disappear for tax purposes.
ESIC concern: Oyra's eligibility tests look at Oyra itself, but the parent's accumulated history (Web Dev's service revenue) may be relevant in the principles-based innovation test. Verify with current ATO position before founder shares issue.
Transfer pricing on inter-entity charges (Web Dev → operating subsidiaries) needs a documented services agreement at arm's-length margin. Small-business simplification rules likely apply at current scale.

ITAA 1997 Div 703ITAA 1997 Subdiv 360-A (ESIC)

Agent

Financial

Pushes back

Capital raise into Oyra is messier with an operating service company as parent. Investor diligence will touch Web Dev's history.

Investor due diligence for a Oyra raise will inherit Web Dev as parent. Service revenue, client contracts, IP commingling — all become disclosable items. Slower close, more redactions, more questions.
Exit valuation: selling Oyra as a standalone requires Web Dev to dispose of its shares. Buyer typically prefers a clean cap table. Pre-sale restructure to extract Oyra cleanly costs ~$10-20k and 6-12 weeks.
If Oyra or HELM raises within 18 months, restructure to Tech Sub-Holding now — saves the pre-sale cost and accelerates close. If raise is 2+ years out, current shape is fine and saves $5-7k structural cost in year 1.

Apply this advice

Strategy doc §6.1 (capital raise readiness)

Agent

Principal's Advocate

Trade-offs both ways

Trade-off: $7k saved today vs ~$15-20k cleanup if a tech raise lands in 18 months. Decide on capital-raise timing, then the structure follows.

Today's savings: Tech Sub-Holding adds ~$3-5k incorporation + $310/yr ASIC + ~$2-3k accounting/yr ongoing. Web-Dev-as-parent avoids that. Year-1 saving ~$7k.
Tomorrow's cost: if Oyra or HELM raises capital within 18-24 months, you pay ~$15-20k for a pre-sale restructure plus 6-12 weeks of momentum. Probability-weighted, the savings flip negative if raise odds exceed 50%.
Operator load: 12 entities is heavy enough at BHP-shift cadence. One more entity is one more set of resolutions, one more set of returns, one more thing to track in the Bridge. Lean wins on attention if the legal/financial cost gap stays small.
Personal: this is the kind of decision the strategy doc calls for advisor sign-off on (DP-2.3 already flagged). Don't optimise on speculation — set a capital-raise probability with your accountant first.

Strategy doc DP-2.3

Synthesiser

Recommendation

Conditional answer. If Oyra or HELM has a 50%+ chance of raising capital within the next 18 months, restructure to Tech Sub-Holding now. If not, current shape is operator-pragmatic — accept the $7k year-1 saving, revisit at the 12-month review.

Dissent recorded

Legal flags asset-protection erosion regardless of capital-raise timing. The principal's advocate notes operator-attention cost of one more entity is real. Both are weighting the structural-purity argument higher than near-term cost.

Next action

Decide capital-raise probability with the accountant before structuring. Set a 12-month review trigger in the Bridge.

Multi-agent consultation

Convening the team…

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Agent

Legal

Agent

Accounting

Agent

Financial

Agent

Principal's Advocate

Synthesiser

Composing the unified recommendation once the four critiques land. Typical wait: 15-30 seconds.

React Flow

Solid borders = operational. Dashed borders = project stage or proposed. Dotted borders = opportunity. Greyed = parked. Trust in rammed earth; people in glacier; BHP shown as external employer; patents as small glacier-tinted nodes under IP HoldCo. Solid edges = wholly-owned ownership. HoldCo branches into two arms — Action Sports Sub-Holding (Unspoken Union, Aus Action Sports) and Web Dev (Oyra, HELM). The dashed glacier line from Web Dev to Spokespot marks the boundary into the 50/50 JV with Harley (outside the consolidated group). The animated edge is the BHP salary inflow into Dan.

Entity register

Entity	Type	Status	Parent	Notes
Family Trust Family Discretionary Trust	Trust	Active	—	Existing entity with corporate trustee. Top of structure; intended wealth and distribution vehicle.
HoldCo Pty Ltd	Pty Ltd	Proposed	Family Trust	Head company of intended tax consolidated group. 100% owned by Family Trust.
IP HoldCo Pty Ltd	Pty Ltd	Proposed	Family Trust	Parallel to HoldCo. Holds patents, trademarks, course content, platform code. Licenses to OpCos at arm's length.
Action Sports Sub-Holding Action Sports Sub-Holding Pty Ltd	Pty Ltd	Proposed	HoldCo Pty Ltd	Operational coherence and clean divestment path for the action sports arm.
Unspoken Union Pty Ltd	Pty Ltd	Proposed	Action Sports Sub-Holding	Action sports experiences and training. Active build. High physical liability profile.
Aus Action Sports Pty Ltd	Pty Ltd	Operational	Action Sports Sub-Holding	Currently operating via WordPress (ausactionsports.com.au). Existing legal status to confirm; migration into Sub-Holding pending.
Web Dev Pty Ltd	Pty Ltd	Operational	HoldCo Pty Ltd	Service business plus parent holding for the tech platforms (Oyra, HELM). Combines operating service activity with holding-company role — diverges from the strategy proposal's standalone-OpCo recommendation; flag for accountant review (impacts ESIC and capital-raise readiness).
Oyra Pty Ltd	Pty Ltd	Proposed	Web Dev Pty Ltd	AI movie sharing platform. Future capital raise likely; ESIC candidate. Defer US flip until trigger.
HELM HELM Pty Ltd	Pty Ltd	Proposed	Web Dev Pty Ltd	SaaS portfolio operating system — self-referential. This product.
Spokespot Pty Ltd	Pty Ltd	Proposed	—	Bike marketplace. 50/50 JV with Harley Cummins — therefore sits outside the consolidated group. Visualised as a dashed bridge from the wholly-owned tech cluster.
Bike Express	Pty Ltd	Proposed	Action Sports Sub-Holding	Active build under Action Sports Sub-Holding. Currently a project; intended to spin out as a standalone SaaS once the Holstead-reskin product matures (separate Pty Ltd or HoldCo placement TBD with accountant). Tracked here so the diagram + Bridge ranking + capital plan all see it.