How do I cater for a situation where I have investors who wish to buy shares in my company but who are presently unable to fund the purchase of same?


I guess one of the first things you will want to work out is how much of the company do you want to sell from the outset and how much do you want to leave unsold so you can sell further shares later?


  1. Say you have 7 shareholders committed to investing 20,000 each
  2. Say you want to be able to sell more shares later


What you can do is this:

  1. When you set up the company you could tailor the company’s Articles of Association to provide for the issuance of both Class A shares ie voting shares and Class B shares ie non-voting shares
  2. You could issue 2000 Class A shares (ie voting shares to each of the 5 shareholders) from the outset
  3. You could issue an Option (to purchase 2,000 shares at a price of 10 cents each for say 6 months) to the 2 committed but presently non-financial investors
  4. In the Option document we could stipulate that the price is to rise by x% per month for each month that the shares are not paid for. This extra amount is called a share premium. The initial price per share at which shares are offered/sold is called the par value.
  5. New (ie non manager/non executive) shareholders may be brought in later. The board can decide at that time whether to offer further shares for sale and if so at what price.

Point to note: If the total paid up share capital is say $100,000 (ie 5 lots of 20,000) and only 10,000 shares have been issued in total, if you hold 2,000 of those shares you own 20% of the company.


NOTE: One should always seek independent legal & financial advice before committing to proceed down such a path as that described above.


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