If you are like us, you would rather chop off your leg than listen to a lawyer talking about shareholder agreements, articles of association, drag along and tag along, pre-emption rights and the rest...
But, when you take on investors, you need to update the setup of your company...
...if you don't, this will cause problems later as your business grows.
By the end of this slide show you will have a getter understanding of which documents you need to update, and how to get the company setup right before you pitch investors without the legal bill, to give you and the investors the optimum level of protection, without wanting to chop off your leg too.
1. You need to get the investment terms right
2. You need to determine the voting rights of investors.
3. You need to issue the right type of shares to get full tax efficiency
4. You need to plan how to protect yourself when an exit happens
5. You need to pitch in a compliant way without breaking the law.
Tweet @BankToTheFuture if you have more questions.
How To Protect Your Company When Taking On Investors
1. Brought To You By...
Show Me The
Money In 7 Steps
£££’s
SHOW
SHOW SHOW SHOW SHOW SHOW
ME SHOW
ME ME ME ME ME
THE ME
THE THE THE THE THE
MONEY THE
MONEY MONEY MONEY MONEY MONEY
VALUATION MONEY
FINANCE TAX LEGAL BUSINESS FINANCIAL
& PITCHES
SOURCES STRUCTURE STUFF PLAN MODEL
OFFER
Sunday, 13 January 13
2. Brought To You By...
STEP 3 - Get Your
Company Setup To Take
On & Pitch To Investors
(C) COPYRIGHT 2013 BankToTheFuture.com & BnkToTheFuture.com
Sunday, 13 January 13
3. Brought To You By...
£££’s
COMPLIANCE EXIT
VOTING TAX
TERMS
Sunday, 13 January 13
4. Brought To You By...
£££’s
COMPLIANCE EXIT
VOTING TAX
TERMS
Sunday, 13 January 13
5. Brought To You By...
Terms - Must update Articles Of
£££’s Association Or Create Shareholder
Agreement or Both...
COMPLIANCE EXIT
VOTING TAX
TERMS
ARTICLES OF SHAREHOLDER
ASSOCIATION AGREEMENT
PUBLIC ON PRIVATE INTERNAL
PRIVACY
COMPANIES HOUSE DOCUMENT
HOW TO MAKE COMPANY SHAREHOLDER
CHANGES RESOLUTION / EGM MEETINGS
REQUIRED
DIRECTORS ALL SHAREHOLDERS
SIGNATURES
Sunday, 13 January 13
6. Brought To You By...
£££’s
COMPLIANCE EXIT
VOTING TAX
TERMS
Sunday, 13 January 13
7. Brought To You By...
£££’s
COMPLIANCE EXIT
VOTING TAX
TERMS
Sunday, 13 January 13
8. Brought To You By...
£££’s
COMPLIANCE EXIT
VOTING TAX
TERMS
® ®
‘ A’ ®
SH ARES
‘ B’
SHA
PREFERENCE RES
SHARES
S NON
RIGHT - VOT
ING ING
VOT
PULL MY PANTS DOWN
Voting - Need to create ‘A’ Shares (Full Voting), ‘B’ Shares (Non-
Voting) or Preference Shares (Preferential Treatment)...
Sunday, 13 January 13
9. Brought To You By...
£££’s
COMPLIANCE EXIT
VOTING TAX
TERMS
Sunday, 13 January 13
10. Brought To You By...
£££’s
COMPLIANCE EXIT
VOTING TAX
TERMS
Sunday, 13 January 13
11. Brought To You By...
Tax - Need to Issue NEW
£££’s
ORDINARY Shares To
Qualify For SEIS Tax Relief...
COMPLIANCE EXIT
VOTING TAX
TERMS
“Sweet”
Sunday, 13 January 13
12. Brought To You By...
£££’s
COMPLIANCE EXIT
VOTING TAX
TERMS
Sunday, 13 January 13
13. Brought To You By...
£££’s
COMPLIANCE EXIT
VOTING TAX
TERMS
Sunday, 13 January 13
14. Brought To You By...
Exit - Must update Articles of
£££’s
Association / Shareholder
COMPLIAN Agreement To Protect Yourself
EXIT
CE From Painfull Shareholders...
VOTING TAX
TERMS
Pre-Emption
Drag Along
Tag Along
Sunday, 13 January 13
15. Brought To You By...
£££’s
COMPLIANCE EXIT
VOTING TAX
TERMS
Sunday, 13 January 13
16. Brought To You By...
£££’s
COMPLIANCE EXIT
VOTING TAX
TERMS
Sunday, 13 January 13
17. Brought To You By...
£££’s Compliance - Pitch Investors
Without Going To Prison...
COMPLIANCE EXIT
VOTING TAX
TERMS
RULE 1 - You Must Be An
Approved Financial
Promotion
Sunday, 13 January 13
18. Brought To You By...
£££’s
COMPLIANCE EXIT
VOTING TAX
TERMS
RULE 2 - You Must Get
Investors To Self-Certify
As Sophisticated
Sunday, 13 January 13
19. Brought To You By...
£££’s
COMPLIANCE EXIT
VOTING TAX
TERMS
Sunday, 13 January 13
20. Brought To You By...
£££’s
COMPLIANCE EXIT
VOTING TAX
TERMS
Sunday, 13 January 13
21. £££’s - Save Thousands
In Professional Fees By
Pitching On
TRADITIONAL
BankToTheFuture.com...
APPROVED FINANCIAL CORPORATE FINANCE
5% SUCCESS FEE ONLY
PROMOTION FEE £35K
SETUP OF ‘A’ SHARES &
LEGAL FEE £3K FREE
‘B’ SHARES
DRAG, TAG, PRE-
LEGAL FEE £3K FREE
EMPTION
ISSUANCE OF SHARE £1750+VAT ONLY IF
ACCOUNTANT FEE £2K
CERTIFICATES & AML SUCCESSFUL
ISSUING SHARES
CONSULTANT FEE £1K FREE
COMPLIANT WITH SEIS
INVESTOR CERTIFICATION
DOCUMENTS
LEGAL FEE £1K FREE
UP FRONT FEES EVEN
£45K £0
IF UNSUCCESSFUL
Sunday, 13 January 13
22. Brought To You By...
Show Me The Money
In 7 Steps
WANT STEPS 1, 2 & 3-7? - Tweet
@BankToTheFuture & Ask For All 7
Steps with #ShowMeTheMoney
(C) COPYRIGHT 2013 BankToTheFuture.com & BnkToTheFuture.com
Sunday, 13 January 13