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Business Structuring

In the course of a company’s operations, the requirement may arise for the business owners to effect changes to the structure of the company to improve its operations and align its performance with their expected outcomes for the business.

These changes include:

1. Appointment and Resignation of Directors

A company may wish to appoint new directors to bring on board a particular skill set necessary for the improvement of the company’s operations. In addition, a director of a company may also wish retire from the Board or resign for personal reasons, necessitating the change on the company’s board structure.

2. Share Increase/Reduction and Allotment

The owners of the business may wish to increase the share capital of the company to accommodate shareholders who have either invested in the business or who wish to exit from the business. Once share increment/reduction processes have been effected the same are then allocated or transferred to the existing shareholders or new shareholders or, in the case of a reduction, either offered to the existing shareholders or returned to the company for re-allocation at a later date. This service would also include advising the new and current shareholders on how to structure their personal shareholding to maximize their potential gains from the company and minimize exposure to risks.

3. Change in Company Particulars

A company can also amend the particulars of its records filed with the Registrar of  Companies/Business Registration Services which include:

  • Changes in the directorship.
  • changes in shareholding structure.
  • change of registered office and
  • change of company name.

4. Setting up Group Company Structures (Holding and Operating Companies)

Company structuring can also involve an internal reorganization of its ownership structure that result in the company having another entity as its majority shareholder, thereby making the majority owner a holding company and the company held a subsidiary of the majority owner. In addition to the changes required to be effected at the Companies Registry, this re-organization would also have financial and tax ramifications that would require separate advisory services.

5. Advising on Share Option Schemes and Employee Incentives.

An Employee Share Ownership Plan (“ESOP”) is an employee benefit plan through which a company’s employees can own a stake in the company they work for. ESOPs is constituted for the benefit of employees or a cadre of employees for the purpose of allowing the employees an opportunity to purchase or otherwise acquire shares in a company and are a way of attracting, retaining, and rewarding good employees. ESOPs also promote employee engagement, in that, ownership of shares makes them owners who share in the rewards if the stock rises and the risks if the stock falls.

6. Providing Nominee Director and Shareholder Services.

We offer credible, reliable nominee director and shareholder services whereby the firm holds shares in a company on trust on behalf of the beneficial shareholder and can also act as a director representing the shareholder’s interest on the company’s board.

This provides the shareholder a value addition in terms of independence and technical know-how due to the benefit of independence as the firm, as a corporate trustee, is not personally invested in the company and therefore offers the much-needed balance within the Board of directors as it is devoid of any conflict of interest.

7. Advising on Mergers and Acquisitions, Joint Ventures and Strategic Alliances and Other Corporate Transactional Areas

We also provide advisory services on various forms of company reorganizations involving mergers and acquisitions and joint venture agreements where assets, businesses and share deals transactions for our clients including transfers of specific business units, either for restructuring or sale purposes, assets and business purchase agreements, legal due diligences and management buy-out transactions.

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