Starting up new limited company
Starting up new limited company
Author
Discussion

chonok

Original Poster:

1,183 posts

266 months

Sunday 6th December 2015
quotequote all
I currently run my own limited company and have am looking to start another separate company with a business partner.

With the funding that I have, i will probably be looking at a 20% -25% share of the company.

As there will be 2 of us for this new company, is there anything that I need to be aware of? Obviously being just me in my existing company, things are very simple.

I assume that when dividends are paid out I will only receive a 20-25% share, but what about salary - how is this decided, is it just a case of an agreement between the two of us?

Eric Mc

125,838 posts

296 months

Sunday 6th December 2015
quotequote all
In a simple world - salary is based on what you would expect -

level of experience

amount of time put into the enterprise

what you can wangle/negotiate

trickywoo

14,264 posts

261 months

Sunday 6th December 2015
quotequote all
I would tread very carefully with a minority holding. How much do you trust your business partner?

I say from bitter experience that when money is involved people can be ruthless with little or no prior indication that it will be the case.

You need to be very clear, ideally in writing, about what you are expecting to get out of having a 25% interest both from an ongoing business perspective and if the company is sold / other minority holders are brought in etc.

sumo69

2,164 posts

251 months

Monday 7th December 2015
quotequote all
I would always recommend a Shareholders Agreement in these circumnstances.

David

VX Foxy

3,962 posts

274 months

Monday 7th December 2015
quotequote all
trickywoo said:
I would tread very carefully with a minority holding. How much do you trust your business partner?

I say from bitter experience that when money is involved people can be ruthless with little or no prior indication that it will be the case.

You need to be very clear, ideally in writing, about what you are expecting to get out of having a 25% interest both from an ongoing business perspective and if the company is sold / other minority holders are brought in etc.
This cannot be stressed enough...but it matters not one jot how much you trust your business partner. SA may help but you also need to make certain that the Articles are appropriate for your needs and that they cover all eventualities.

PS. OP, are you Chuno?

Edited by VX Foxy on Monday 7th December 00:48

AndrewCrown

2,502 posts

145 months

Monday 7th December 2015
quotequote all
Double underlining Trickywoo's and Sumo69's advice.
Proper and very clear shareholder agreement. Be sure to include all the what happens if things go wrong/awry clauses...
trickywoo said:
I would tread very carefully with a minority holding. How much do you trust your business partner?

I say from bitter experience that when money is involved people can be ruthless with little or no prior indication that it will be the case.

You need to be very clear, ideally in writing, about what you are expecting to get out of having a 25% interest both from an ongoing business perspective and if the company is sold / other minority holders are brought in etc.

chonok

Original Poster:

1,183 posts

266 months

Monday 7th December 2015
quotequote all
Thanks guys - I am meeting him this morning and will mention a shareholders agreement and see what he says.

Yes, it is chuno Foxy - I still have the VX as well - 11 years and counting!

VX Foxy

3,962 posts

274 months

Monday 7th December 2015
quotequote all
chonok said:
Thanks guys - I am meeting him this morning and will mention a shareholders agreement and see what he says.

Yes, it is chuno Foxy - I still have the VX as well - 11 years and counting!
Nice one! Hope you're well smile
PM me if you need a solicitor recommending.

chonok

Original Poster:

1,183 posts

266 months

Saturday 12th December 2015
quotequote all
Thanks again...

Having looked into it further, it appears that a shareholder with more than 25% share can block 'special resolutions'

At the moment, we are ready to pull the trigger on Monday on a 75/25 split with the solicitor.

Shall I try for 26/74 at the last minute, or will it make little difference as the majority shareholder is so high?

VX Foxy

3,962 posts

274 months

Sunday 13th December 2015
quotequote all
26% won't make any difference. Are you sure about doing this?
Are you putting in 25% of the money? What's your exit strategy?
Need more info but I can't say I like the sound of this deal... What is the solicitor doing?

singlecoil

35,836 posts

277 months

Sunday 13th December 2015
quotequote all
If a business makes money that money can be paid out in dividends and wages, or just dividends, or just wages. The majority shareholder makes the decisions about the wages/dividend split. He might decide to pay all the profit to himself in wages. If all the profit goes in wages there won't be any dividends.

chonok

Original Poster:

1,183 posts

266 months

Sunday 13th December 2015
quotequote all
Yes, I am putting in 25% of the money.

The solicitor is sorting the articles of association and shareholders agreement etc.

Interesting that you say 26%won't make any difference as according to a few sites it gives you more rights?


Please could you elaborate why you think it's a bad deal




I

chonok

Original Poster:

1,183 posts

266 months

Sunday 13th December 2015
quotequote all
Foxy do you run a business with a partner?

Could I be cheeky and ask if you are free for an online, or telephone chat at some point?

Looks like I could do with a bit of advice!

VX Foxy

3,962 posts

274 months

Sunday 13th December 2015
quotequote all
YHM

The threshold for those shareholder rights is 25% you don't need 'a bit over'. Of course, ideally you want 50%!

chonok

Original Poster:

1,183 posts

266 months

Sunday 13th December 2015
quotequote all
Thanks Foxy, will call you tomorrow.

chonok

Original Poster:

1,183 posts

266 months

Monday 14th December 2015
quotequote all
Foxy,

Interesting that you say 25% is ok, as I have just looked at the relevant legislation here;

http://www.legislation.gov.uk/ukpga/2006/46/sectio...

and it says that it requires a vote 'of not less than 75%'....

VX Foxy

3,962 posts

274 months

Monday 14th December 2015
quotequote all
Sorry, you're right. I was thinking of it the other way round...ie. 75% is the magic number, doesn't need to be 75.01% but you know that now.
Good luck! smile