Slides from a presentation to the ReCreate course at the Eastern Enterprise Hub on 4th April 2014.
Overview of possible legal structures and legal issues throughout the business life-cycle.
CAFC Chronicles: Costly Tales of Claim Construction Fails
Start up structures and legal growing pains
1. Eastern Enterprise Hub – 4 April 2014
Start-up structures and growing pains
Jon Bloor
Partner – Corporate Services
jbloor@prettys.co.uk
01473 298219
2. Company limited by Shares
–Articles of Association
–Companies Act 2006
–Companies House
–NOT suitable for charities
–Limited liability
–Dividends
–Directors duties
3. Company limited by guarantee
–No shares
–Members' guarantee
–Limited liability
–Suitable for charitable status
–Can have "asset lock"
4. Company limited by guarantee
–Shares or guarantee
–CIC regulation
–Limited liability
–Can't be a charity
–Asset lock
–Community interest test
7. Limited liability partnership
–Members Agreement??
–LLP Act 2000
–Limited liability
–No charitable status
–Companies House administer
–Taxed like a partnership
8. And the rest…
–Charitable Trust
–Charitable Incorporated Organisation (CIO)
–Industrial & Provident Society (Comm. Ben. or Coop)
–Unincorporated association
–Limited Partnership
–Hybrid structures (tax planning)
12. Supplier contracts
• Payment terms
• Distribution (exclusive, sole etc.)
• Likely to be stuck with standard terms
• But… don’t overlook smaller suppliers
13. Customer contracts
• Standard terms for sales of products and services
• Payment terms
• Passage of ownership and risk
• Limitations of liability
14. Shareholders Agreements
• Granting shares to promising new employee
• Transfer restrictions
• “Leaver” provisions
• Management and disputes?
15. Employee incentives and ownership
• Share Options
• Enterprise Management Incentive
• Employee Shareholder status
• Mutualisation
16. Moving into e-commerce
• New website
• Distance Selling Regulations
• Payment processing
• Fulfilment and delivery
• More contracts?!
23. Growing by acquisition
• Horizontal (competitors)
• Vertical (supply chain)
• Diversification
• Due diligence and legal documents
24. Corporate governance
• Banks and investors
• Management team
• Non-exec directors
• Corporate governance code (listed companies)
25. Exit routes (1)
• Sale
• Winding up
• Management buyout
• Initial Public Offering
26. Exit routes (2)
• Due diligence (again)
• Sustainable without founders?
• Legal documentation
• Impact on value
• Succession planning (not just an “exit” issue)