How companies can return value to their shareholders

Where a company has accumulated significant distributable reserves, it may desire to return some of this value to its shareholders. This may be to reduce a cash surplus or to return value to the shareholders before a company sale. There are various methods available to make such a distribution and, below, we consider the key mechanisms that can be employed as well as considering the advantages and disadvantages of each method. For more detailed information, please contact us and ask to speak to our Company Secretarial department.

Cash Dividend

This is the most straightforward method of returning value to shareholders. Subject to any limitations and prohibitions set out in the company’s articles of association, cash dividends may be paid as final and/or interim dividend. Where the company’s articles are silent about the amount of dividend and the payment mechanism, the declaration and payment of dividend are governed by the Companies Act 2006 and common law. Before a company can lawfully pay any type of dividend, it must have sufficient distributable profits.

Non-cash Dividend (Distribution in Specie)

Dividends can also be satisfied by the transfer of non-cash assets. This kind of dividend known as dividend in specie, or dividend in kind, operates in such a way that a dividend of a specified amount is declared but the payment of the dividend is satisfied by the transfer of a non-cash asset of equivalent value to its shareholders. An example could be shares held in another company, property, or machinery. To declare a non-cash dividend, the company’s articles must contain an express authority to do so, and the company must have positive distributable reserves. Where a company identifies a non-cash asset that it wishes to transfer to a shareholder or sister company at below market value (for example, as part of an intra-group reorganisation), the transfer is known as a distribution in specie but there is no requirement to declare a dividend.

Share Buyback (Purchase of Own Shares)

A share buyback is useful for when a shareholder is seeking an exit and it provides the flexibility of allowing the share price to be agreed between the company and the departing member. For UK shareholders subject to UK tax, the proceeds of sale are treated as capital for tax purposes.

Usually listed companies arrange for an annual authority to enable them to purchase up to 10% of their share capital and, if a company plans to commence a buyback programme, it will give notice of that intention.

There are some limitations of the share buyback procedure, however:

• the shares to be repurchased must be fully paid;
• premium-listed companies are only able to buy back up to 15% of their shares and they will typically only have authority from shareholders for 10%;
• stamp duty of 0.5% will be payable on the shares that the company repurchases;
• private companies can fund buybacks out of capital, but public companies cannot;
• both private and public companies can finance the buyback out of distributable profits or a new share issue;
• unless the buyback is done by written resolution (only available to private companies), a company must allow at least 15 days for the share buyback process.

B Share Scheme (a Bonus Issue)

Under a B share scheme, a new class of shares is created that can then be redeemed or repurchased, allowing the distribution to be treated as capital instead of income. The shareholders would usually be given the option of whether to participate in the allotment of the bonus B shares but could choose a cash alternative if they would prefer the distribution to be treated as income rather than capital.

Reduction of Capital Supported by Solvency Statement

This mechanism is not available to public companies and therefore they must use the court approved procedure for reducing share capital.

A company may:

• reduce the nominal value of shares;
• reduce a share premium account (or any other capital reserve); or
• cancel shares entirely

An amount reduced/cancelled can be repaid directly to shareholders or transferred to the Profit & Loss account. The key advantage of this mechanism is that there is no stamp duty liability and there is no need to have distributable reserves, which are normally required for a share buyback.

Redemption

This procedure is available only if shares are issued as redeemable. There is no mechanism to convert already issued shares to redeemable shares. Redeemable shares can be redeemed at the option of the issuing company or the holder. The advantage of a redemption over a share buyback is that the company will not have to pay stamp duty.

Other areas Formations Direct can assist in:

• designing ways for a shareholder to exit the company under the provisions of a shareholders’ agreement and/ or the company’s articles;
• designing bespoke articles of association with preferential share rights for investors and specific investor provisions such as matters requiring investor’s consent, capital maintenance and directors duties in a shareholders’ agreement;
• share sales, acquisitions of companies, share purchase agreements with cash and non-cash consideration provisions including, share-for-share exchanges and buying out shareholders;
• intra-group reorganisations, including transfer of subsidiaries within a group, intra-group loans, dividends and share issues;
• designing articles with employee shareholder provisions, including bad and good leaver provisions and growth shares;
• alteration of share capital by subdividing or consolidating shares, converting shares into different classes, creating additional new classes of shares (e.g. redeemable and/ or preference shares) or redenominating shares into different currencies;
• re-registering public companies as private limited and unlimited companies and private companies as public;
• board support.

Thinking of having children under 18 hold shares in a company?

Our Company Secretarial team are increasingly helping clients looking after family companies interested in this route for tax purposes – however, you may not be aware of all the legal issues involved. Seeking advice prior to issuing the shares can help avoid future problems. We have outlined below a couple of the solutions we are currently providing to our regular clients.

Potential Pitfalls of Issuing Shares to a Minor

Strictly speaking, there is nothing under English law to prevent a child under the age of 18 (a ‘minor’) holding shares. However, as a minor lacks legal capacity having them as a shareholder raises a number of problems for companies:

• Where a minor holds voting shares it is not clear that they can validly exercise their voting rights before turning 18. This could potentially hinder the company’s ability to meet quorum requirements necessary for general meetings.
• Even where a minor is old enough to both sign documents and understand what they are signing, any agreement or obligations that minor enters into regarding company shares will not be legally binding on them and can be renounced up until the point that they turn 18.
• Banks have, in some cases, refused to open a bank account for a company where there are minors holding shares.

Our Company Secretarial Team offer the following solutions

1. We can set up a trust for the minor until they turn 18 (preferred). The adult trustee would be shown as the shareholder at Companies House/in the company’s books, but would have a separate trust deed in place stating that they are holding the shares on trust for the minor. This can include a signed, undated stock transfer form in favour of the minor which can be dated and put into effect when the child turns 18.

   Our prices start from £75 +VAT per trust deed
   

2. We can also set up multiple classes of shares with a non-voting class for issue to the minor. This avoids the problem of the minor blocking company decisions set out above, although there will still be problems with them being asked to pay for their shares or transferring shares before they turn 18.

          Our prices start from £150 +VAT for creating multiple share classes

Please contact our CoSec helpline if you want advice on the best structure for you or your client: 0800 085 45 05.

We’ve certainly come a long way from the early days of e-commerce when we were all a little dubious about purchasing online. Big players such as Amazon exploded onto the scene and revolutionised the way we shop. Throw in pocket size mobile devices that allow us to purchase at the click of a button wherever we are in the world and it’s no surprise that the ecommerce market is worth billions each year.

But what is the best solution? Is it more profitable just to set up a purely online company or do you need a physical shop as well. With the increased competition online, many major outlets including Amazon, are starting to invest in bricks and mortar.

The Pros and Cons of E-Commerce

Pros

• Convenience: There’s no doubt that shopping online is very convenient. If you suddenly need a product and don’t want to leave the comfort of your own home, you can simply go online, pick a shop and buy it with a few clicks of a mouse button. For retail businesses, it also allows you to have more products up on your site, unconstrained by space as you would if you were in a physical store
• Lower Set Up Costs: Setting up online has a much lower cost than opening a physical store. It can often take just a few minutes with just a little knowhow to open an ecommerce store and begin trading. You have great scalability as well – you have the opportunity to start small and then build your brand and product over time
• Greater Reach: The big advantage for online retail store owners is the reach that comes from being interconnected with the rest of the world. You can sell just as easily to someone in China as you can to a customer down the road as long as you can attract their attention
• 24/7 Opening: Of course, your store is open all the time. That means you can attract buyers across different time zones and you don’t have worry about having staff on the payroll to handle orders. It’s all done automatically at the point of sale.

Cons

It’s not all positive for online stores, though most of it is. There’s the issue of security and protecting payments, the wider damage on social media that can be done to your business if you get it wrong. There’s also the investment you have to put in with marketing, building your brand online and reaching out to potential customers. Then there’s the work you have to do in building images and perhaps even video that show your products in the best light.

The Pros and Cons of a Physical Retail Store

A lot depends on the type of products you sell. High end or expensive products such as furniture and clothing, certainly benefit if you have a physical store. There’s that sense of adventure that many consumers get when they walk into a really well designed shop. There’s the chance to build greater customer loyalty by delivering the personal touch which many online stores don’t possess.

That bond between buyer and seller is very useful when you want to create repeat business and develop your brand. That’s why many large retail businesses retain their physical stores even though much of the profit is coming online. Even Amazon has started opening physical stores in recent times.

Of course, the downside of having a physical store is the cost. You have to find the right premises, design it with your brand in mind, hire staff to work there and cope with all the other costs such as rates, electricity and security. Your access to a wider customer base is not as great as with an online provision but that’s not always the point of a physical retail store.

For retail, the act of trying on clothes or sitting down on a bed or sofa to test it out is an important part of the buying process for many consumers. And, according to some experts, bricks and mortar is becoming more important as a differentiator while the online world becomes cluttered and competitive. According to the Guardian recently:

“The trend also reflects the broader industry imperative around “omni-channel” retailing, where merchants aim to provide customers with a seamless experience whether shopping online via desktop or mobile device or at a traditional retail store.”

The question of affordability probably lies at the heart of why some businesses forego the development of physical stores. When you are just starting out as a retailer, you need to keep the costs as low as you can and maximise those profits. For many, this is simply enough and they don’t need to build their brand beyond the online world. For others, there may come a time when moving into a physical store becomes more imperative – after all, 60% of us still like to shop in the old fashioned way, particularly for items such as clothing.

It seems there’s a new lifestyle movement cropping up every five minutes. Whether it’s keeping fit, eating healthier or becoming more politically active, there’s plenty for us to choose from. But does the lifestyle change or new fad effect more than just the individual? Could a bunch of people deciding to become vegans impact on your industry?

Here are a few examples to consider:

• If people are getting fit are they less likely to buy your wine?
• If someone can work from home, will they think twice about whether they need to buy a car?
• If a person switches to a vegan diet, is it going to impact on your animal farming business?
• If consumers are changing to online shopping, will it reduce the number of people visiting your retail shop?

There is absolutely no doubt that changes in behaviour on a large scale can have a significant impact on businesses and different sectors.

Veganism and Dairy Farming

The rise of the vegan movement over the last few years, according to some, has certainly had an impact on the dairy industry. Vegans are a step up from vegetarians in that they don’t include any animal products (including dairy and eggs) in their nutrition. This means they don’t go out and buy milk or cheese but opt for substitutes instead. Vegans point to the environment and health benefits of their lifestyle but also the way in which animals are treated by farmers.

According to the Telegraph, the number of vegans has risen in the UK by 360% over the last ten years. This has been driven in part by various celebrities who have promoted their lifestyle with TV programmes and books. The change is seen mostly in the young, those in their late teens and early twenties, creating a population that takes its nutrition seriously. There are half a million vegans in the UK right now. But what about in another ten years, twenty?

Of course, there are still plenty of people who buy milk and cheese at their local supermarket and dairy farmers have a lot more to worry about than just the rise of the vegan lifestyle.  One of their main issues is the price milk is being sold for, as well as non-vegans opting for dairy alternatives.

Going Green and Energy

Another movement that is perhaps having a bigger impact is the desire to live in a greener, cleaner, less climate compromised world. The ability to switch utility suppliers has given consumers more of a choice and those that want to see more renewable technologies can now opt to sign up with companies that have sustainability at the heart of their operation. This in turn has led to more businesses coming onto the market that are divesting themselves of fossil fuel supplies and promising that their power comes from wind, solar and hydro rather than nuclear and coal fired sources. It’s also made bigger utility companies improve their sustainable credentials.

Utilities are being forced to accept renewables via the EU and climate change regulations and agreements. But those in the green lifestyle are having their impact as well.

The Impact of Changing Behaviour in the Population

Lifestyle changes don’t happen easily on a large scale. Usually there is a small number of people adopting a particular fad. New Year resolutions where we try to get healthier may well impact on the local pub or reduce wine sales for a short while but they normally recover. To create any significant change, large numbers of the population need to take up a particular behaviour and maintain it for a long period of time to cause significant disruption.

This has happened in the past. Each generation exerts its own force on the market place. Millennials were largely responsible for the response to using social media and growing our digital connectedness online. The new Generation Z are more tuned into health and fitness than ever before. According to Forbes:

“Gen Z knows a lot (or think they do), and they think a lot about being ‘balanced.’ More so than any other generation, Gen Z looks to exercise as a way to treat or prevent illness, and it is particularly relevant for emotional and stress-related issues.”

Each emerging demographic is going to change the world in their own way. The impact on industry could be major or subtle, depending on how a certain lifestyle movement develops and ingrains itself in the popular psyche. It’s not all destructive for industry either. The rise of the fitness and wellbeing lifestyle has been a boon to the bicycle manufacturers with more of us getting out on our bikes. Health food shops are getting better business and supermarkets now offer a more diverse range of products than they did just 30 years ago.

Could a lifestyle movement impact your industry? Certainly, especially if you fail to adapt and the change becomes more popular. In general, the number of individuals who adopt a new lifestyle is not disruptive enough to fatally damage a whole industry, there are just too many of us with diverse views of the world – that doesn’t mean, however, that it couldn’t happen in the future.

For a long time, London has led the way as a tech hub not only across Europe but globally. The recent Brexit decision and competition from other cities may have seen its superiority challenged but it remains a vital hub attracting investment and innovation in equal measures.

What Makes London a Great Tech Hub?

• London recovered well from the financial crash when money was invested in attracting business to the city and several policies put in place to encourage startups. That brought a lot of energy into the capital along with high levels of innovation and creativity
• The tech scene has grown and matured from small beginnings, with many opportunities for startups to access mentoring from old hands and funding that has become vital for success for many
• London has more than its fair share of unicorns – those new companies that are now valued at over a billion. In fact, 13 of the UK’s 17 unicorn companies are based in London
• Creating and nurturing top talent is key to the success of this thriving and innovative tech hub. In London, the talent has stuck around and continues to invest in and help develop those newly arrived on the scene
• With better policies and a strong attempt to attract overseas talent, the community has grown and become more diverse over the years
• Financial technology is beginning to take off big time and there’s no better place for businesses to set up than in the financial capital of Europe, London. Home to 300 of the world’s largest banking institutions, startups benefit from being in close proximity to all the services they need
• London is open to future opportunities and is still an ideal location. The next big thing could well be social medicine and the NHS has over 50 million records that startups can access
• The city is diverse and there are many kinds of startups that can interact and innovate together easily. Getting around is simple and rail and air links are well established

Who are the Competition?

There’s plenty of competition as you might expect in the tech industry. Across Europe, Berlin, Stockholm and Amsterdam are the obvious places to look out for. Amsterdam, in particular, has made great strides in recent years, helped by a high standard of living and a strong tech infrastructure. Initiatives such as StartupAmsterdam have made a big difference and it could be a model that many other cities around the world will start to follow.

Across the rest of the world, tech hubs are thriving in areas such as Chicago and Seattle in the US. Silicon Valley is still the most prominent name on the list. Montreal and Vancouver are also progressing nicely, as is Sydney in Australia. Bangalore in India is the third most populated city in the world and the ideal place to create a strong tech hub infrastructure. Even Moscow, according to The Business Insider, is getting in on the act.

Competition is growing across the world as economies realise the importance of tech hubs. London will remain a major player for some time to come and still leads the list, at least in Europe, if not the rest of the world.

The Future of London as a Tech Hub

One major factor that could impact on London’s success as a tech hub is the recent Brexit decision. There’s no doubt that this is seen as a significant threat to the city and its future as a world leader. That includes the potential impact on skilled workers the capital can attract from areas such as Europe and access to the single market.

However, London has a strong and deep infrastructure in place and a tech eco-system that many other cities can only dream of. The fact that many startups have chosen to make it their base is no quirk of fate – it’s been achieved by building a place for innovation and creativity that people value. It’s no surprise either that the city is home to 13 unicorns and the view following the Brexit decision is more upbeat than many expected.

Initiatives like Tech City UK have been given a good deal of funding by the Government and have used it to good effect. With big global brands, such as Facebook and Amazon, and rising startups that have benefited from the London eco-system, many believe that the tech hub status of the city will continue to go from strength to strength.

There will be a period of change, of course, whether we eventually go for a Brexit. But London as a tech hub has more than enough fire power to weather the coming storm and they’ll have plenty of support from the government and local infrastructure. At the end of the day, it’s the people and the creatives who have brought success to the city and they’re not planning to move anytime soon.

Investors are the lifeblood of many new businesses. They provide the capital and the financial impetus to get things started and hopefully provide the lynch pin for the creation of a successful company. There are plenty of places nowadays to find individuals and organisations who could be interested in your idea. It’s one of the reasons why so many startups are getting off the ground, perhaps more so than in the past.

But many modern investors are looking for something beyond the initial concept or a good business plan.

They want to invest in a business startup that believes in being green.

The rise of the socially responsible investor is a fairly new phenomenon and it is beginning to have a real impact. That doesn’t mean your business needs to have a climate changing product. It does mean, however, that your company intends to do all that it can to run in a green and sustainable way.

If you are planning a startup, marketing your carbon friendly attitude could mean more investors flocking to your digital door and willing to sign up.

The Impact on Startups

Not having a green agenda may harm the amount and quality of investors you can attract. While your idea could well be a good one, if your potential backers are looking for that little bit more than a great idea, there’s a possibility of losing out to a similar startup that does have those green credentials.

There’s plenty of competition for investors both online and in the real world, so ensuring that sustainability is a key issue actually works better – and it’s not going to harm your relationship with backers who don’t see it as a priority either.

How to Go Green and Attract Ethical Investors

More and more businesses are starting to see financial, social and environmental sustainability as the core features of their operation. According to Chris Hines at The Wave in Bristol:

“There is a real opportunity for commercial companies to adopt a new model of doing business that reduces environmental impacts and maximises social and environmental benefits, at the same time as helping them to be more successful financially and attract investors.”

Step 1: Do Your Research

What does it actually mean to be a green business nowadays? There is plenty of information out there about how to make your startup sustainable, from switching to LED bulbs in the office to creating eco-friendly spaces that show how you are willing to invest in the health and wellbeing of your staff and customers. If you’re new to green, doing your research is important. That means knowing how to run a low carbon office and reduce your impact on the environment. It also includes what kind of suppliers and manufacturers you want your product associated with.

Step 2: Build Green into Your Business Plan

It’s no use having this as an add-on or afterthought. If you want to attract the right investors and build your credibility, you need to create your business with the notion of environmental sustainability at the forefront. Yes, you need to put in place a good business plan and have costed everything, planned for growth and wowed your potential investor with your product or service. But the green stuff needs to run through all of this and it’s much easier to achieve if you build it into your business plan from the start.

Step 3: Build it into your Brand

The best place to market your green credentials is to make sure that your brand revolves around it. Many companies nowadays push their low carbon attitude as part of their marketing, often devoting a whole page on their website to how they deliver on their commitments. That might include having policies in place for how you run the office, the type of vehicles you opt for in your sales fleet, who you buy your electricity from and companies that you do business with.

Creating a Green Product

Of course, you might want to go the whole hog and create a green product that is going to benefit the world. All the above still applies but you have the added advantage that you can also get access to a fast-growing market of people who want to source green products and that makes you more viable to certain investors who want to see this kind of change.

Maintaining Your Green Credentials

Being sustainable and thinking about the planet is not something you can choose to do as and when you feel like it. You need to be enthusiastic about it and willing to make the changes that are beneficial to the environment and those around you. In other words, you have to set the example.

It’s easier to be green than many people think. If you are planning a startup and looking around for investors, it’s time to consider how green your attitude is and the discover the benefits of creating your business plan around the core premise of long term sustainability.