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How to Create the Best Share Structure For Your Business?

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Creating the best share structure for your business involves careful consideration of various factors, including ownership distribution, voting rights, control, and future growth plans. Here’s a step-by-step guide to help you create an effective share structure:

SHARES

A share represents ownership in a company. When you own shares of a company, you essentially own a portion of that company. Shares are typically issued by companies to raise capital, and they can be bought and sold on stock exchanges or through private transactions.

SHAREHOLDERS

A shareholder is an individual, institution, or entity that owns shares in a company. Shareholders are also commonly referred to as stockholders or equity owners. By owning shares, shareholders hold a fractional ownership interest in the company.

  • Right to vote: Shareholders typically have the right to vote on important corporate decisions, such as the election of the board of directors, mergers and acquisitions, and changes to the company’s charter or bylaws.
  • Attend Meetings: Shareholders may also attend annual general meetings to voice their opinions and concerns.
  • Dividends: They may receive dividends, which are distributions of a portion of the company’s profits.
  • Annual financial statements: They have the right to obtain annual financial statements of the company as soon as it is available for issuance.

SHARE CLASSES

1. Common Shares/ Ordinary Shares:

  • The basic form of equity ownership in a company.
  • Typically entitles holders to voting rights in company matters.
  • Share in company profits through dividends, though not guaranteed.
  • Claim on residual assets in liquidation after creditors and preferred shareholders are paid.
  • Carry higher risk compared to preferred shares but often offer higher potential returns.

2. Preferred Shares/ Preference Shares:

  • Class of shares with preference over common shares in dividends and liquidation.
  • Typically do not carry voting rights, or have limited voting rights.
  • Offer fixed dividends at regular intervals, providing income stability.
  • Holders receive dividends before common shareholders.
  • Preference in the distribution of assets in liquidation.
  • Can be convertible into a specified number of common shares.
  • Attract investors seeking steady income with less volatility.

3. Non-Voting Shares:

  • Shares without voting rights in corporate decisions.
  • Provide ownership stake without participation in governance.
  • Typically issued to raise capital while maintaining control for existing shareholders.
  • Offer dividends and potential capital appreciation similar to common shares.
  • Often used to attract investors seeking investment returns without involvement in company decisions.
  • Useful for founders or key stakeholders who wish to retain control over decision-making.
  • May be convertible into voting shares under certain conditions.
  • Commonly seen in dual-class share structures to separate economic interests from voting rights.
  • Provide flexibility for companies to access capital markets while preserving management control.
  • Can be traded on stock exchanges, offering liquidity to investors despite a lack of voting rights.

4. Cumulative vs. Non-Cumulative Shares:

Cumulative Shares:

  • Accumulate unpaid dividends if not distributed.
  • Unpaid dividends accrue and must be paid before common dividends.
  • Assure to shareholders of eventual dividend payment.
  • Commonly preferred by investors seeking steady income streams.
  • Help maintain consistent dividend payouts during lean financial periods.
  • Ensure shareholders receive missed dividends when financially feasible.

 

Non-Cumulative Shares:

  • Do not accumulate unpaid dividends if not declared.
  • Forfeit rights to dividends not declared in a given period.
  • Typically offer higher potential dividends compared to cumulative shares.
  • Provide companies with greater flexibility in managing dividend payments.
  • Commonly preferred by companies with uncertain or fluctuating earnings.
  • Offer shareholders the potential for higher returns in exchange for increased risk.

5. Convertible Shares: 

  • Can be converted into a specified number of common shares.
  • Provide flexibility to investors seeking potential capital appreciation.
  • Offer potential for participation in company growth.
  • Typically issued as preferred shares.
  • Convertibility features may be exercised at the option of the shareholder or automatically at a predetermined time or condition.
  • Allow investors to benefit from both fixed income and equity appreciation.
  • Attract investors seeking a hybrid investment with lower risk compared to pure equity.
  • Provide companies with a means to raise capital without immediate dilution of ownership.
  • Enhance liquidity and investor interest in the company’s securities.
  • Offer a balance between downside protection and upside potential for investors.

WHAT IS A SHARE STRUCTURE?

A share structure refers to the composition and distribution of shares within a company. A well-defined share structure is essential for corporate governance, investor relations, and regulatory compliance. Key components of a share structure include:

Share Structure outlines the types of shares issued, the number of shares outstanding, and the rights and privileges attached to each class of shares.

  • Types of Shares: Common types include common shares, preferred shares, non-voting shares, etc.

  • Number of Shares: Total number of shares issued by the company, including authorized shares and shares outstanding.

  • Classes of Shares: Different classes may have distinct voting rights, dividend preferences, or conversion features.

  • Ownership Distribution: Specifies the ownership distribution among founders, investors, employees, and other stakeholders.

  • Rights and Privileges: Outlines the rights and privileges attached to each class of shares, such as voting rights, dividend entitlements, and liquidation preferences.

  • Convertible Securities: Includes convertible shares, stock options, warrants, or other securities that can be converted into common or preferred shares.

  • Authorized Capital: Maximum number of shares the company is authorized to issue as per its articles of incorporation.

  • Treasury Shares: Shares repurchased by the company and held in its treasury, which may be reissued or cancelled.

  • Shareholder Agreements: Any agreements governing the rights and obligations of shareholders, such as voting agreements, buy-sell agreements, or shareholders’ rights agreements.

  • Regulatory Compliance: Ensures compliance with applicable laws, regulations, and corporate governance standards related to share issuance and ownership.

1. DUAL CLASS SHARE STRUCTURE

A dual-class share structure is a system in which a company issues two or more classes of shares, each with different voting rights and privileges. Typically, one class of shares (often designated as Class A) has superior voting rights, while another class (often designated as Class B) has subordinate or no voting rights but may have other economic benefits, such as priority in dividend payments or liquidation proceeds. Here’s an overview of the dual-class share structure:

Class A Shares

  • Full voting rights in corporate decisions.
  • Entitled to dividends declared by the company.
  • Opportunity for capital appreciation.
  • Freely transferable on stock exchanges.
  • Represent ownership stake in the company.
  • Subject to market risks and potential returns.
  • May have preemptive rights to purchase additional shares.
  • Typically the most common class of shares issued by a company.
  • Provide shareholders with a voice in company governance.
  • Offer liquidity and investment opportunities in the company’s securities.

Class B Shares

  • Typically have fewer or no voting rights compared to Class A shares.
  • Offer economic benefits such as dividends and capital appreciation.
  • May be issued to concentrate voting control in the hands of certain shareholders.
  • Provide companies with flexibility in structuring ownership and control.
  • Often used to maintain control by founders or insiders while raising capital.
  • Offer liquidity and investment opportunities in the company’s securities.
  • Generally represent an ownership stake in the company, but with limited voting power.
  • May have different dividend preferences or other features compared to Class A shares.
  • Subject to market risks and potential returns.
  • Commonly issued alongside Class A shares in dual-class structures.

2. MULTI-CLASS SHARE STRUCTURE

A multi-class share structure is a system in which a company issues multiple classes of shares, each with different rights, privileges, and characteristics. Unlike a dual-class share structure, which typically involves two classes of shares (e.g., Class A and Class B), a multi-class share structure may involve three or more classes of shares. Each class of shares may have distinct voting rights, dividend preferences, conversion features, or other economic benefits. These classes of shares may be designated as Class A, Class B, Class C, and so on, depending on the company’s preference and the specific features of each class.

 

Each class of shares may carry different voting rights, with some classes having multiple votes per share and others having fewer or no voting rights at all.