Congratulations on deciding to formalize your investment group! The advantages of formalizing a group of individuals into a legally recognized entity are numerous, but the most important one is that it allows your group to acquire assets and liabilities in a secure and structured manner, that will increase the group's net worth and the individual's personal wealth.
Origins IGA will work with qualified legal and tax professionals to design the appropriate structure for your group based on your objectives; be they social or business or a combination of both. Origins IGA will work closely with group members through a step by step process to ensure that the objectives are captured.
The following are some of the key steps that we will undertake:
Step 1: Provide a template for Incorporation
Does the Investment Group want to be a limited liability company, general or limited partnership, Society or a charitable trust? We will address the advantages and disadvantages of each legal structure.
Step 2: Provide a template for Memorandum and Articles of Association, Partnership or Trust Deed that takes into account for example:
- What are the objectives for which Investment Group is being formed?
- Capital structure of the Investment Group. Number of shares, par value.
- Consider the treatment of contributions with regards to most tax beneficial option.
- Consider class of shares at this juncture. One class or two classes to differentiate those that want to contribute more than others?
- Transfer, transmission (in event of death) and forfeiture of shares/beneficial ownership.
- Board composition, size, duties and rotation of directors.
- Provision for office bearers such as Treasurer and Secretary, tenure of position and characteristics required.
- Winding up of the group
Step 3: Provide a template for a Shareholder or Partnership Agreement that takes into account amongst other things:
- Board committees and their remuneration;
- What to do with good leavers and bad leavers;
- Provide Mechanisms for exit and entry of new members;
- Provide for eventuality of death of members;
- Provide mechanism for new entrants into the group;
- Dispute Settlement Mechanisms in the event of shareholder disputes;
- Social Welfare Arrangements.
Step 4: Provide governance documents such as:
- Shareholder Code of Conduct
- Board Members Code of Conduct and Charter
- Committees Code of Conduct and Charter