by Amanda Lodge
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25 November 2020
It has been quite some time since I have posted anything here. The Covid-19 pages of my website have had my attention instead. I thought I would focus on something that I have come across more than once in recent weeks and may be relevant to those of you who may be setting up your own businesses. It is common for a couple of friends to get together to form a partnership or company, or for one friend to buy into another’s company. They have usually been friends for a long time and are excited by their new venture. At this point no one likes to think about what happens if the relationship comes under strain or even breaks down. But let’s face it the pressures of running a business can be significant at times. The problem often lies in the fact that informal arrangements are set up on an equal, 50/50 basis which is fine as long as you agree with one another. When you stop agreeing you are left in a stalemate situation, often where each party has the authority to do what they like! All sorts of things can happen in life that affect a person’s ability to dedicate time and energy to a business or their decision making attitude or capacity. What if one person gets seriously ill for example? What happens if you cannot agree on something and one person sets up on their own in competition, taking many of the clients, the stock, etc? Unfortunately, it can happen, leaving someone having lost the benefit of years of financial investment and plain hard graft. The way to minimise this kind of risk is to have a shareholder or partnership agreement from the outset. This may set out such things as: how members or partners are to be paid how much profit is to be retained in the business as working capital how often management, board and/or shareholder meetings will be held whether certain transactions can only be entered into with the agreement of all involved, e.g. taking out a loan, buying property, starting legal proceedings etc. how the business should be split if you do agree to go separate ways. in what circumstances (such as death, or gross misconduct) compulsory purchase of shares can happen, and who will value the shares. These are just examples; the list will be unique to each business. These can be difficult agreements to put in place between long standing friends and hopefully most agreements will never need to be used in time of trouble, but they to help to create a business relationship, help you think about the business you are establishing or buying into and offer a legal framework if things do go wrong. They can also be re-visited and changed in the future if the need arises, so they are not set in stone. I do believe it is something worth thinking about.