What rights would they get with the shares?

 

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7. What rights would they get with the shares?

This is up for negotiation, too. As a minimum, however: assuming that they are buying ordinary shares - and most venture capitalists and business angels will be unwilling to accept anything less - then they will get the voting rights attributable to those shares. These include the right to vote on acceptance (or rejection) of the company's annual accounts, the right to vote on the directors' remuneration, and (in most cases - though the procedure must be established in the articles of association) the right to vote on the appointment and dismissal of directors.

Holders of at least 5 per cent of the voting shares (or, if they have already exercised this right in the last 12 months, 10 per cent) also have the right to force the directors to call a general meeting (a meeting of the shareholders), or to call it themselves at the company's expense if the directors refuse to do it within a reasonable time. Holders of at least 25 per cent of the ordinary shares can block special resolutions, and a special resolution is required to change the articles of association.

Minority shareholders cannot of course block the majority in accepting the accounts, agreeing the directors' remuneration or appointing new directors. Nevertheless, taking on outside shareholders is not a matter to be undertaken lightly. You, and the other directors of the company, have a duty to act in a way that you think will promote the success of the company for the benefit of its shareholders as a whole - and if you take on outside shareholders they will be checking to make sure you do it.

Outside shareholders will also be entitled to their share of whatever dividends are being paid, and to their share of the assets left (if any), if the company has to be wound up. Many venture capitalists will ask for preference shares in addition to ordinary shares, which give them a guaranteed income as a "first call" on the profits.