Challenge: You believe you’ve successfully purchased shares to your business, only to find out later that what you thought you owned, is not in fact yours. We’ve recently had some interesting matters at Legal Legends, in particular one relating to the purchase and transfer of shares in private companies.
Private companies are those entities that are identified by the designation of (Pty) Ltd or Proprietary Limited as part of their names.
The Companies Act of 2008 (the Act) defines a share as “one of the units into which the proprietary interest in a profit company is divided.”
But Fidelis Oditah, a leading legal author and professor, once very usefully explained the legal nature of shares as “a bundle of intangible property rights shareholders receive from the company in return for their contribution of cash or non-cash assets to the company,” adding that “Shares are the units into which shareholders’ rights of participation in the company’s cash flow, management and a return of capital, are divided.”
The matter I referred to earlier related to the purchase of shares in a private company, which was later contested despite the signature of a valid sale of shares agreement.
Validly transferring shares
So, what is legally required in order to validly transfer shares?
First, it’s important to note that the Act statutorily restricts the transferability of shares in a private company, so the common provision in a shareholders’ agreement that creates pre-emptive rights is captured in the Act.
The purpose of this restriction is to ensure that existing shareholders have some control over the identity of their co-shareholders and are able to prevent one or more shareholders from wresting control through purchasing the shares of other shareholders.
This right of pre-emption will be covered in future articles as it warrants careful attention because of its far-reaching effects.
However, the transfer of shares generally takes place by:
- Recording a written cession in and to the rights attached to the shares (where the shareholder cedes their bundle of intangible rights to a third party).
- The registration of a new shareholder in the share register in the company (as it suggests, basically a register of who owns which shares).
- Issuing a new share certificate to the new shareholder that records the shares purchased and owned by the new shareholder.
The Act does not explicitly require a share certificate, nor is it a requirement for the validity of the cession. But it is generally accepted as the instrument of transfer of the movable rights attached to the shares.
Protecting your rights
Ensuring that the rights attached to the shares and the shares themselves have been transferred to you will be demonstrated by:
- Concluding a written sale of shares agreement that records the intention of the seller to sell and the buyer to buy the shares in question, together with any conditions attached to the sale.
- Taking possession of a signed share transfer form (an old CM42 form from the previous Companies Act of 1973 is still used in most instances today), together with the original share certificate pertaining to the shares.
- A new share certificate, signed by at least two individuals, authorised by the company to do so, reflecting that you are the owner of the shares.
- Obtaining a copy of the board resolution authorising the transfer and a copy of the updated share register that records your name as the owner of the shares.
With these documents in hand, you can rest assured that the shares you are purchasing have been successfully transferred to you, barring some convoluted fraud, of course, but the steps outlined above will stand you in good stead to ensure you don’t fall victim to this.
This way, when your newly purchased company goes public and takes over the world, you shouldn’t have any old shareholders laying claim to your hard-earned rewards or crawling out of the woodwork.
6 Resources For Start-ups Looking For Funding
Here are 6 online resources that can help you pay the bills and grow your business at the same time.
Anyone who has ever considered starting their own business, or is currently in the process of doing so, knows that every little bit helps when it comes to making ends meet. Part of the charm of start-up culture is the low-budget creative atmosphere that seems to continually fuel innovation. But, eventually you’re going to have to keep the lights on and water running, and you can’t do that with creativity alone.
Whether you are a business that is just starting out, or already well on your way, there are plenty of online platforms that offer start-ups advice and funding opportunities. Here are 6 online resources that can help you pay the bills and grow your business at the same time.
At one point it seemed that anyone with a clever idea could make a video showing why the world should invest in the next big thing. While a lot of crazy projects have gotten funded over the years, utilising a crowdfunding platforms like Kickstarter continues to be a viable way to get your project off the ground. Of course, if you want to reach your funding goals, it’s best that you have already done your market research, have a solid plan, and treat crowdfunding like a global VC.
Visit Kickstarter here.
Those who are new to the start-up world might not know exactly where to start when it comes to looking for funding. While the freelance economy has grown immensely in the last 5 years, it’s important to know where to look.
Platforms like Toptal offer a wide range of freelance professionals that specialise start-up funding. Start-ups seeking a consultant on Toptal can also rest easy knowing that they carefully screen each candidate, ensuring they have the necessary professional background and experience to guarantee a successful project.
Visit Toptal here.
If you couldn’t already tell by the name, appbacker is definitely worth checking out if you are a start-up working in app technology for both Android and Iphone. The platform helps people discover different apps through the crowdsourcing model. Investors can scroll through apps from around the world, and if they like what they see, they can choose to invest. Funding incentive is based on an investor’s ability to purchase an app at the wholesale price, eventually making a profit once the app starts flying off the shelves in the official app store.
Visit Appbackr here.
Investors are more likely to invest locally, which is why Gust is an attractive option for start-ups around the world, as they represent over eighty countries worldwide. Founded by a team of investors and lawyers, Gust knows their way around the start-up world.
With portals for both start-ups and investors, the platform seamlessly connects those seeking funds and those looking to invest. Start-ups can create a profile on Gust, and also have access to tools and tips to help them regulate finances and legal matters.
Visit Gust here.
Not just for investment, although that is a major part of the platform, AngelList is also a great place to find start-up jobs as well as recruitment. Those start-ups that are looking to expand can greatly benefit from this feature, while also getting their name out there to potential investors.
Their syndicate platform, led by technology experts make room for those who are looking to invest the chance to apply to a lead or directly invest in a fund.
Visit AngelList here.
From top corporations to big name accelerators, Seedrs aims to simplify the funding process for investors. Providing a vast network of investors from 48 different countries, who tap into an additionally impressive network of start-ups, there is plenty of room for collaboration on this platform. Seeders also encourages investors and start-ups to continue their relationship after the transaction is made. Their online and offline networks aim keep both start-ups and investors in the loop.
Depending at what stage of development your company has currently reached, exploring various funding options available to you is a worthwhile endeavour. Rather than blindly pitching investors, investigating each potential platform, whether it’s crowdfunding or a hiring a freelance funding expert, will save you time and resources so you can focus on the right type of investment based on your needs.
Visit Seedrs here.
Picking Your Lane: Maximising Your Chances Of Success And Happiness
How do you choose? What do you prioritise? What’s right for me is almost certainly not right for you.
Most entrepreneurs start businesses out of necessity. They do what they have to. They don’t think far ahead. They fight fires every day. They are the foundation of every economy all over the world. Some succeed, some fail, few shoot the lights out. Some are happy, some are not.
For me, there’s nothing more thrilling than building a business. Seeing your ideas turn into reality. Seeing your team exceed your expectations every day. Seeing your customers’ lives improved by your products.
But, entrepreneurship is not for the faint-hearted. You pour blood and sweat and tears into your business. You get more than your fair share of punches in the nose. It’s hard, but if you’re lucky and you persevere, the rewards are great.
So, how do you maximise your chances of getting into the ‘happy and shooting the lights out’ club?
Picking the right lane – figuring out what you’re going to do – is probably the most important decision you’ll make. Once you’ve figured that out, you can get down to the nitty gritty of picking your team and building your business.
But, how do you choose? What do you prioritise? What’s right for me is almost certainly not right for you.
The Sweet Spot Model, which has been drifting around the web for years, provides great guidance. If you do what you love, the hard yards won’t feel like work. If you do what you’re good at, you’ll beat or (even better) outstrip the competition. If you provide something the world needs, you’ll feel a sense of purpose. If someone will pay for it, you have a business.
When I co-founded Simply, I wanted to tick all 4 boxes AND work from Cape Town AND be extremely flexible (so I could prioritise family health).
I worked on three different ideas: A GIS-platform for solar and other utilities; a transaction platform for stokvels; and a cheeky online life insurance play.
The life insurance play quickly emerged as my best choice (it helped that my partners are top actuaries J):
- What I’m good at – doing start-ups, connecting people and teams, and using technology and data to solve business problems.
- What I love – working with people I like and trust to build businesses that solve hard problems and make the world a better place.
- What the world needs – most adult South Africans have one or more funeral policies. Few have life or disability cover and policies are often very expensive. There’s a clear need for simple, convenient, well-priced life, disability and funeral cover.
- What someone will pay for – the market we’re targeting is huge – nearly R7.5Bn of new premium is written annually.
With the stars lining up, we pressed the go button in early 2016. It’s now twelve months since we launched to market and early signs are good:
- Our innovative, online products – Family Cover, Domestic Cover and Group Cover – have been well received and are improving all the time.
- We have an amazing, engaged team – inspired by the purpose of protecting vulnerable people.
- We’ve sold more than 4 500 policies to date, providing more than R2.5Bn of cover to more than 20,000 people.
- We’re based in Cape Town, working hard and having fun, and I seldom miss a swimming gala, netball game or opportunity to go mountain biking.
While picking the right lane is no guarantee of success, it definitely helps stack the odds in your favour. You’re going to need all the help you can get. So, take the time to pick your lane. I bet it’ll be worth the effort.
9 Quotes Every Entrepreneur Should Live By
Entrepreneurship takes great perseverance. Failure is common. In fact, it is expected. Over 75% of venture-backed start-ups fail.
Entrepreneurship takes great perseverance. Failure is common. In fact, it is expected. Over 75% of venture-backed start-ups fail.
There are great learning opportunities that present themselves when we fail, but we must be willing to continue on and try again in order to learn anything at all.
It can be quite an arduous task to strive for your own means, to create your own vision and to rally the support within yourself that starting and running your own business requires.
Thankfully, we’re not in it alone. The wisdom of others can greatly ameliorate the process learning from our missteps and hiccups.
Taking from sagacious investors, inventors and thinkers can help you pick yourself up and make something meaningful out of your quest to become a successful entrepreneur.
By studying the thought processes of other entrepreneurs, we can become more enriched and more aware of how to approach the challenges we face in business and in life.
Here are 9 quotes every entrepreneur should live by:
- 3 Internet-Based Businesses You Can Start In 2018
- Founder of Five-Star Wes Boshoff Weighs In On Becoming An Entrepreneur
- 5 Thoughts To Give You The Courage To Make Change
- Develop Digital Marketing Competency In 3 Simple Steps
- How To Build Organisational Wealth Through Increased Efficiency
- The Workspace And MiWay Announce Entrepreneur Competition
- Successful People Always Chase the Impossible – Here’s Why
Start-up Industry Specific3 months ago
How Do I Start A Transport Or Logistics Business?
Business Plan Advice3 months ago
Writing a Business Plan May Not Be Your Idea Of Fun, But It Forces You To Build These 4 Crucial Habits
Company Posts1 month ago
Enhance Your Entrepreneurial Flair With An Online Postgraduate Diploma From The University Of Pretoria
Upstarts3 months ago
10 Young Entrepreneurs Under 30 Share Their Start-Up Secrets