Adventures In Micro-Business: 'Will I lose control of my company?'

Russell Smith answers your queries

Q. Two family friends have offered to back my business with investment totalling £165,000 but want 55 per cent of the company shares. Does this mean that I will lose control of my company?

Q. Two family friends have offered to back my business with investment totalling £165,000 but want 55 per cent of the company shares. Does this mean that I will lose control of my company?

A. There are three issues to consider here: funding needs, valuation and loss of control. Firstly, I assume that £165,000 is the amount that your business needs - if you haven't discussed that with your accountant then do so now. Secondly, the investors' offer means that the 45 per cent you would retain equals £135,000 (£165,000 / 55 x 45). That amount also represents the "pre-investment" value that they put on your business as it stands today. You should discuss with your accountant whether this is a fair current value based upon your trading history to date or upon future earnings potential. Thirdly, and only if you are happy with the valuation, you will need a Shareholders' Agreement to be drawn up by a lawyer before investment. This document can be used to define decisions that would require more than 55 per cent of the shareholding to gain approval. Of course, the investors will need to agree to these "minority rights" and so expect some negotiation.

Q. Could you explain what 'flexitime' is please?

A. This simply means flexible working hours. Typically, an employee will work "core" hours of perhaps 10am to 4pm and then work flexible hours at the start or end of the working day to make up the weekly requirement. This works well in large businesses but may be less easy for the small business.

Q. Where can I find out about sources of grants for my business?

A. Speak with your local Business Link adviser but also look at the award-winning www.j4b.co.uk website.

Q. My small company is growing rapidly and recently I explained to my staff that it was my intention to build the business and then sell it within five years. One employee asked whether I would consider share options - can you explain how these work please?

A. A share option is the right to buy a specified number of shares in a company at a fixed price over a set period of time. When you come to sell your company, employees with share options would be able to buy shares at today's price and sell them (hopefully) for a profit. Ask your accountant or lawyer to draw up a Share Option Scheme and to get that approved by the Inland Revenue. This can offer significant tax benefits for employees regarding any profit that they make from share sales. Allocating 5 per cent of shares into an employee scheme would be reasonable.

QUESTIONS PLEASE

Send your questions to Prof Russell Smith at ios@businessboffins.com. Selected questions will be answered each month. Answers are for the general guidance of owner-managers only; always seek professional advice.

Professor Smith is the founder of Oxford-based Business Boffins Ltd which, in collaboration with Oxford Brookes University Business School, delivers sustainability support programmes to small businesses nationwide. Independent on Sunday readers can enrol on the university-accredited programme at a discounted rate; see www.businessboffins.com/ios