Role of company directors

Soldato
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Okay, so myself and two collegues are setting up an engineering consultancy company (for computational fluid dynamics simulations etc). We have a lot of practical experience and ability, as well as some unique in-house software, but we are somewhat lacking in contacts etc.

We're based at the University, and have contact with people there who have lots of roads into industry, even who are frequently being offered contracts that they don't have the time to carry out. Now, we've spoken to a couple of these people, and they're very interested in getting involved with our startup. It should be a mutually beneficial relationship, as it will allow both us and them access to projects we wouldn't otherwise have.

The problem for us, at the moment, is how to formally include them in the company structure. We're looking to incorporate as a limited company in the near future, and we were considering these possibility of including these two people as directors. Now, the company would actually be run by the three partners (myself and the two aforementioned collegues), and we would be included as directors also. I was wondering whether someone with more experience in these matters could illuminate exactly what is involved in assigning a directorship to these other parties, what options we would have, and the power it would give to them. Also, if there are any alternative positions we could assign which would be more suitable to the relationship we're trying to develop, then I would love to hear your opinons on them.

Both are very reasonable guys who would be unlikely to abuse any power they had or try to **** us over. But that said, it would be better for us (and our independence) to limit the formal influence they have, while still allowing both us and them to benefit from their contacts and experience.

Cheers guys :)
 
i would google it, and no offence i may be talking parp but it sounds like technically you are strong but have little to no buisness knowledge / experiance. If you are working with a another firm you may get shafted so i would try and find someone who can help you with these matters.
 
Samtheman1k said:
Why not just have you 3 as directors, and have them as consultants?

This is a possibility, but I'm fairly sure the people we're talking about would want some kind of longer-term commitment from us. One of the people is a fairly high up and well respected professor at the University, for example. Now, he recognises the value of the work we're doing, but to just 'use' him as a consultant on a job-by-job basis would seem somewhat disprespectful, and would probably not be very attractive to him.


Sone said:
i would google it, and no offence i may be talking parp but it sounds like technically you are strong but have little to no buisness knowledge / experiance. If you are working with a another firm you may get shafted so i would try and find someone who can help you with these matters.

You're right, we lack in business experience. This is another thing we're hoping to gain from partnering up with the others, who have much more experience in dealing with external companies, drawing up contracts, dealing with problems etc. As for the specifics, yes we're researching but I was just wondering if someone here had particular experience in these matters and could help point me in the right direction. We're due to see a business law solicitor in a couple of weeks and we can ask him specific questions, but it's nice to have a general picture before going into such a meeting.



Thanks for the contributions guys :)
 
you could have them as non executive directors, often the case with those over retirement age. they committ few hours but act as a face to the company and allow you to trade off their name somewhat. they can be sec directors at as many companies also.

consult companies house for further info
 
Duff-Man said:
Now, we've spoken to a couple of these people, and they're very interested in getting involved with our startup. It should be a mutually beneficial relationship, as it will allow both us and them access to projects we wouldn't otherwise have.
Can you qualify this further? How involved are they likely to be, i.e. will they be putting money up?

Have you incorporated your company yet? i.e. filed any paperwork.

Do you have a draft of the Articles you intend to incorporate with? This part is very important!!!
 
i know nothing said:
Can you qualify this further? How involved are they likely to be, i.e. will they be putting money up?

Have you incorporated your company yet? i.e. filed any paperwork.

Do you have a draft of the Articles you intend to incorporate with? This part is very important!!!

One of the guys is likely to be involved in research and development (the professor). He will also add a fair amount of weight to the company, being a well respected name. The other will be more involved, dealing with finding clients and perhaps on occasion doing actual modelling work. Neither will be putting money up - the three of us will be the ones paying for liability insurance etc. We already have website domain names and other low cost items that we would need to get started.

We haven't incorporated the company yet, but we have a draft of the articles we are going to incorporate with. We got the documents from companies house, and have selected a standard model appropriate to our firm. We are planning to discuss the possibility of any deviation from the standard model when we speak to a solicitor later this month.


We were considering the following:

Offering the professor a non-executive directorship, with a 5% stake in the company.
Offering the other guy (a lecturer) an executive directorship with a 5% stake, along with a 10% 'finders fee' for any work he puts our way (of net income from the job, not gross). Any additional practical work he does would be negotiated on a per-consultation basis.

That would leave the three of us each with a 30% share, and means to obtain work that we otherwise wouldn't have access to. It also means we would be able to start earning almost immediately, rather than spending a lot of time building up contact lists and a reputation.


If we went ahead with a structure such as this, how much 'power' would we be giving away in real terms? As I understand it, having by far the majority stake, we would still maintain control...
 
Biohazard said:
If he only gets a finders fee, then thats it. Unless you offer a share of your company in with the position of Exec Director.

Sorry, I missed out that he would be offered a 5% share also. Edited in now...
 
Duff-Man said:
Sorry, I missed out that he would be offered a 5% share also. Edited in now...

Pah!

Well nothing, other than title. Its your company, you can call him god for all you care its whats written down.. ie 10% from work he brings, and 5% share.
 
First of all, don't offer him 5% income, that is suicide as soon as a project makes a loss. Offer him a % of profits on the contract he wins.

Secondly, you have nothing to worry about offering someone a directorate as you can make them "directors by name", and give them a nominal share holding but keep them off the board. Make the board consist of you and your mate. There must always be a separate company secretary i.e. one director cannot also be the company secretary (unless you're a sole trader), but you only need to have one director. An employee under contract is structurally involved in the company, so unless they're kicking up dust I wouldn't name them as directors of the company, but give them titles making them directors in name alone. Unless you think they'd add value by performing the duties of a director i.e. make sure the accountants are doing their job (which they always do ;)).
 
Are these people investing their money to take a % share of the company itself or just being paid a % of all the dividends issued for being a consultancy?

If they're a consultant or non-exec board member they are sackable. If they're an investor then they aren't sackable.

Remember an alliance like this only should remain an alliance as long as it's beneficial, so it's easy money for these guys and is beneficial as long as they bring something to the company.

As directors, between you it's good that you understand that you have no experience and have sought advice from the legal eagle.

Good luck :D

Edit - non-exec director is a director in name only, no power associated with the position...
 
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