John Warchus, partner in Moore Blatch’s Corporate group in Richmond, specialising in commercial and technology law has shared his knowledge and experience in the following fields:
Running the Business
Jon Cooper, Director of CooperFaure Accountants has outlined the following topics:
R&D Tax Credits
Is your Company Structure Optimal?
Incorporating a Limited liability company is normally the most suitable vehicle for your business. You need to consider the business name and carry out basic due diligence to ensure the name will not infringe existing rights.
Once the company has been set up you need to distinguish directors and shareholders as companies are owned by their shareholders, but managed by their directors.
Have you got a Shareholder Agreement in place?
Do not overlook Shareholder Agreements as they govern the relationship between the shareholders (owners of the company).
They are put in place to take care of the following:
- govern the rules relating to the transfer of existing shares and any new issued shares in the company.
- compulsory transfer of shares can be put in place. This is likely to apply in insolvency/bankruptcy situations and any deliberate breaches of the shareholder agreement.
- circumstances can be defined so that bad leavers are paid less for their shares than good leavers when they leave a company.
- drag along/tag along rights can be put in place to protect the minority shareholders’ stake in the company. These can ease the sale of the company and so facilitate the exit (may also be useful to repeat these in the Articles which are publicly available).
- restrictive covenants to protect your shareholding.
Running the Business
NDAs (non-disclosure agreements) are essential to be put in place between your company and your clients to protect pure ideas/business concepts. In particular, if commercially sensitive information being disclosed to a third party.
- protection without an NDA is still possible through effective “self-help”, but always best to have an express NDA.
Remember to use Heads of Terms wherever possible and the key terms in any commercial contract will be: precise obligations, price payable, any timescales, limiting liability if things go wrong.
Employment law issues must be considered in particular remember that employment law applies even before you have taken someone one – e.g. claims for discrimination in the recruitment process. Following the correct procedure is as important as the decision taken.
Employment contracts are not a case of “one size fits all” – e.g. in relation to restrictive covenants, they must be reasonable to be enforceable, so the covenant for a receptionist will need to be very different from that of an FD/sales director.
Remember that you need an IP policy that matches IP protection/exploitation with your business and its strategic aims, not the other way around.
Expanding your business may be dependent upon a mix of agency and/or distribution type agreements. The key terms within the agreements shall include the payment provisions, any targets for the agent/distributor and whether the third parties are appointed to work on an exclusive or non-exclusive basis for the business.
How to compose your Business Plan
A clear and comprehensive Business Plan is the vital component in raising finance from any source and there are four key elements:
Whilst by their nature, the Investment Teaser and the website are in the public domain, we would strongly recommend that you insist on a confidentiality agreement before sharing the Financial Plan and Investment Deck.
The Funding that is Available
There are individuals and organisations that are looking to invest in business like yours. The Investment Teaser is your chance to gain their attention, so it pays to make it clear, concise and attractive.
To make your overall proposal stand out, our five main points are:
- Demonstrate your investment and commitment to the venture;
- Ask for a specific amount to reach a defined milestone;
- Investors prefer a revenue model that has an element of recurring revenue;
- Presenting an idea that is innovative and scalable has an immediate cache;
- Assuming your investors are in the UK, make sure you are SEIS/EIS ready.
SEIS and EIS
The UK offers some unrivalled tax breaks to individuals that invest in early stage businesses.
The Seed Enterprise Investment Scheme could allow your business to raise up to £150,000 and give your investors:
- An immediate 50% Income Tax relief on investments under the scheme of up to £100,000 in a tax year;
- A Capital Gains Tax exemption for any gains on the SEIS shares;
- A Loss Relief should the venture fail.
Even if your business is either too mature or has already secured funding under SEIS, EIS offers the same tax breaks except the Income Tax relief is 30% rather than 50%.
Both the UK government and the EU are supporting innovation by making grants through Innovate UK and Horizon 2020 respectively.
Under Innovate UK, as well as sector specific investments, there is an open programme for applications from any technology, sector or size of business.
Projects may last between 6 and 36 months and the total eligible project costs should range from £25,000 to £1 million depending on the type of R&D to be undertaken.
Under Horizon 2020, the EU can provide Phase 1 early stage funding of €50 000 and carry out a feasibility study. To apply, the business needs to submit an initial business proposal of around ten pages.
Horizon 2020 also offers Phase 2 funding to cover the period between proof of concept and market maturity with grants ranging between €0.5 million and €2.5 million. An application needs to be supported by a more detailed business plan.
R&D Tax Credits
If your business is investing time and money into R&D, the UK government provides some generous tax reliefs.
Although the process to claim the R&D relief may look daunting, do not be deterred. There is no minimum amount that you need to have spent to qualify and, according to official statistics, the average relief is £46,000.
If your business has not generated a profit, the tax relief can be claimed as a cash payment to boost cashflow.
If you would like a Business Review call where we will identify which areas you need to focus on and what the next steps are please email us directly at firstname.lastname@example.org and we will reply to arrange a time.