{"id":12565,"date":"2024-07-26T17:29:53","date_gmt":"2024-07-26T16:29:53","guid":{"rendered":"https:\/\/www.qualitycompanyformations.co.uk\/blog\/?p=12565"},"modified":"2024-07-30T17:32:46","modified_gmt":"2024-07-30T16:32:46","slug":"starting-a-company-with-someone-else","status":"publish","type":"post","link":"https:\/\/www.qualitycompanyformations.co.uk\/blog\/starting-a-company-with-someone-else\/","title":{"rendered":"Starting a company with someone else: what you need to know"},"content":{"rendered":"
If you\u2019re thinking of starting a company with someone else, there are several considerations to make before you take the first step. Sure, it\u2019s great to have a friend or family member in business with you for support, extra brain power, and stress relief. But is it all as rosy as it sounds?<\/span><\/p>\n In this blog, we advise how to approach starting a company with someone else. You\u2019ll need to decide who will undertake crucial roles, understand your roles and responsibilities, and learn about the legal considerations. We also explore the pros and cons of starting a company with someone else.<\/span><\/p>\n First, you must decide who will own the company (be a shareholder) and who will run it day-to-day (be a director). If you\u2019re starting a company with more than two people, don\u2019t worry; multiple people can hold each of these positions.\u00a0<\/span><\/p>\n Depending on the type of company you want to start, you\u2019ll need to meet the minimum appointment requirements. A private company limited by shares requires at least one shareholder and one director (one person can be both).\u00a0\u00a0<\/span><\/p>\n When you have multiple people, you can assign these roles as you wish. For example, if there are two of you, you can both be shareholders and directors, or you can split the roles between you.\u00a0<\/span><\/p>\n The rules are the same for a company limited by guarantee (a not-for-profit organisation, such as a charity). The only difference is that shareholders are called guarantors.<\/span><\/p>\n In a limited liability partnership (LLP), you can have two or more partners. These individuals are known as designated members, which are equivalent to shareholders.\u00a0<\/span><\/p>\n You must have at least two designated members appointed in an LLP at all times to undertake administrative and managerial responsibilities. You can also choose to have non-designated members, who generally have fewer responsibilities.\u00a0<\/span><\/p>\n For public limited companies (PLCs), you need at least two directors and at least one shareholder, so you need at least two people. Both can be directors, and one can be a shareholder, or you can bring in a third person to take on one of these essential roles.\u00a0<\/span><\/p>\n PLCs must also legally appoint a company secretary (an optional role for the other company types), for which there are specific qualifying criteria. You can find details of this in <\/span>section 46 of the Companies Act 2006<\/span><\/a>.<\/span><\/p>\n For the purpose of this article, we will focus on the most popular business structure in the UK, private companies limited by shares.<\/span><\/p>\n Company directors have a great deal of responsibility and an extensive list of ongoing duties. These include:<\/span><\/p>\n Directors make most business decisions (bar high-level ones, like taking out a sizeable business loan, which requires shareholder approval) and act on behalf of the company, so there\u2019s a great deal of responsibility.\u00a0<\/span><\/p>\n Generally, anyone can be a director as long as they are:<\/span><\/p>\n They should also possess certain qualities and skills to be successful in the role, such as:<\/span><\/p>\n When appointing the director(s) for your new company, consider the above and ensure everyone knows the role and is well-equipped to do it.\u00a0<\/span><\/p>\n Shareholders are the company’s owners. Unlike directors, they are not typically involved in the daily running of the business; their primary role is to assume limited liability for the company\u2019s debts and make important business decisions.<\/span><\/p>\n Unlike directors, shareholders do not have specific criteria. Anyone of any age can be a shareholder. However, due to their financial responsibility, a shareholder should be comfortable with the limited risk they are taking.<\/span><\/p>\n If you want to, you can apply certain restrictions to who can and can\u2019t be a shareholder in your company (e.g. minors). You can add these provisions to your articles of association, which we explain later.<\/span><\/p>\n Next, you need to agree on the portion of ownership and rights each shareholder should have.\u00a0<\/span><\/p>\n Will you be equal shareholders, or will your ownership vary? Will you both have voting rights? This is your decision, but you should carefully consider the value each owner brings to the company and ensure they are fairly rewarded for their input, be it financial or otherwise.<\/span><\/p>\n When starting a new company with someone else, you might wonder how many shares each owner should hold. Each shareholder must own at least one share. So, if there are two shareholders, you\u2019ll need to issue two shares (you can always issue more later), making you equal partners with a 50% stake in the company.<\/span><\/p>\n There is no limit to how many shares you can issue, but remember to make strategic decisions. The more shares you give away, the more diluted your ownership and control becomes.\u00a0<\/span><\/p>\n Different shareholders can have different rights. For example, dividend rights allow them to receive a percentage of the company\u2019s profits, and voting rights allow them to attend general meetings and participate in important decision-making.\u00a0<\/span><\/p>\n Now that you\u2019re clear on who the company owners and directors will be, you should familiarise yourself with the memorandum of association. This is a short document created by Companies House, the registrar of UK companies that all founding shareholders of a limited must sign upon incorporation.<\/span><\/p>\n The memorandum effectively confirms that each shareholder agrees to be an owner and take up at least one share in the company. It will be attached to your articles of association, which we go into next.<\/span><\/p>\n Your articles of association are your company\u2019s constitution. In other words, it\u2019s the internal rulebook and contract between the owners (and between the company and the owners) that outlines how the business will be structured and managed. As an incorporated company in the UK, you are legally obligated to have articles of association (and memorandum) for your organisation.<\/span><\/p>\n It includes details such as how business decisions are to be made, who has the right to make them, shareholders’ rights and liabilities, directors\u2019 powers, and how company profits are to be distributed.\u00a0<\/span><\/p>\n Usually, basic private companies limited by shares, guarantee companies, and PLCs with one director and shareholder opt for model articles, which are default articles provided by Companies House. However, as you are starting a company with someone else, bespoke articles are more suitable.<\/span><\/p>\n Bespoke articles allow you to tailor the terms of your agreement to suit your individual needs, circumstances, and company objectives. For instance, if you want to issue multiple share classes or appoint more than one owner. Your articles can be amended later if needed, but you should carefully formulate the terms that each shareholder and director is happy with.\u00a0<\/span><\/p>\n Bespoke articles can be complex to create yourself, so we recommend seeking professional assistance. At QCF, our expert team can help <\/span>draft your articles as one of our corporate services<\/a>, ensuring that it is tailored to your company\u2019s <\/span>requirements.\u00a0<\/span><\/p>\n In addition to your articles, we recommend creating relevant contracts to safeguard your company and its stakeholders.\u00a0<\/span><\/p>\n This document concerns only the company owners and is supplementary to the articles of association. Its primary function is to describe how the company should operate, detail each member\u2019s rights and obligations, and, ultimately, protect their investment.<\/span><\/p>\n This agreement helps ensure that all members are treated fairly and their rights are protected, especially minority shareholders.<\/span><\/p>\n If you\u2019re starting a company with a friend or family member, you might feel that you trust each other enough to omit a shareholders\u2019 agreement, especially as it\u2019s not a legal requirement. However, it\u2019s still a good idea to create this contract.\u00a0<\/span><\/p>\n You never know what could happen, so this is a practical way to reduce risk and protect all members\u2019 best interests. If you need assistance with your shareholders\u2019 agreement, this service is also one of the corporate services QCF can provide.\u00a0<\/span><\/p>\n A director\u2019s service agreement is another beneficial contract to put in place when starting a company with someone else, especially if you plan to have more than one director. This agreement covers the directors\u2019 specific duties, both statutory and general, and ensures that all parties know them.<\/span><\/p>\n While these details can be found in your articles of association and employment contract, a directors\u2019 service agreement is a more extensive document focusing on the director\u2019s role and obligations.\u00a0<\/span><\/p>\n When starting a company with someone else, having a non-disclosure agreement is a good idea. This is not essential, but could be helpful if you want to ensure that confidential company information is kept safe between yourself and your fellow partners.\u00a0<\/span><\/p>\n If you plan to employ people straight away, or if directors also intend to be employees, you can ask them to sign a non-disclosure agreement to ensure that private information about the business stays within the confines of your organisation.<\/span><\/p>\n If you\u2019re going to have staff as soon as you start a company with someone else, or if directors are also going to be employees, employment contracts are essential. These documents clarify staff members\u2019 terms of employment, their and the company\u2019s duties, and the company\u2019s rules and policies.\u00a0<\/span><\/p>\n Again, an employment contract is not a legal requirement, but ensuring that all parties are protected and aware of their responsibilities is highly recommended.<\/span><\/p>\n We\u2019ve covered the primary checklist for starting a company with someone else. Let\u2019s now examine the benefits.<\/span><\/p>\n We\u2019ve explained that directors have many duties and lawful obligations. This can be an overwhelming job for inexperienced, sole directors. So, if you\u2019re starting a company with someone else, appointing more than one director to share the workload could be beneficial.\u00a0<\/span><\/p>\n Running a business alone can be alienating. Only you know what\u2019s truly going on in your business, and only you can deal with it. Support is, therefore, vital for business owners.<\/span><\/p>\n By starting a company with someone else, you\u2019ll share those experiences and be able to support one another. Whether you\u2019re working towards a mutual business goal, or need help with a personal matter, it\u2019s useful to have someone who knows what you\u2019re going through and can offer guidance. <\/span><\/p>\nDecide who will own and who will run the company<\/h3>\n
Legal requirements<\/h4>\n
\r\n
\r\n <\/a>\r\n <\/div>\r\n \n
Who can be a director?<\/h4>\n
\n
\n
\n
Who can be a shareholder?<\/h4>\n
\r\n
\r\n <\/a>\r\n <\/div>\r\n \n
Discuss portion of ownership and shareholder rights<\/h3>\n
Issuing shares<\/h4>\n
Shareholder rights<\/h4>\n
Sign the memorandum of association<\/h3>\n
Set the terms in your articles of association<\/h3>\n
\r\n
\r\n <\/a>\r\n <\/div>\r\n \u00a0<\/span><\/p>\n
Create relevant contracts<\/h3>\n
Shareholders’ agreement<\/h4>\n
Directors’ service agreement<\/h4>\n
Non-disclosure agreement<\/h4>\n
Employment contracts<\/h4>\n
Benefits of starting a company with someone else<\/h3>\n
1. Shared workload<\/h4>\n
2. Access to support<\/h4>\n
3. Wider scope of skills, knowledge, and contacts<\/h4>\n