Ivan Costa:
Welcome to our webinar on scaling your business in 2026. My name is Ivan, your co-host.
Ivan Costa:
I’m one of the Legal Solutions Consultants. We have Michaela Corley, she’s one of our practice leaders, and she’ll go through most of the talking points today.
Ivan Costa:
Before we begin, just want to go through a few housekeeping items. So, you’ll receive a recording and the slides into your email. You can also submit questions into the Q&A, and that is how you’ll be able to get some answers towards the end. And also, please fill out the feedback form towards the end of the webinar.
Ivan Costa:
So also, by viewing this webinar, you’re eligible to receive a complimentary consultation with us, discussing how we can help your business. To claim this, just leave your contact details in the survey as they appear when the webinar ends, or contact us via our website.
Ivan Costa:
So, I’ll hand this over to Michaela to discuss the agenda for today.
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Michaela Corley:
Thanks, Ivan. So today we’ll essentially be going through tips and tricks to help you grow and scale your business. So, we’ll firstly just go through building a sustainable business model, how to structure your business, corporate governance documents, so articles and shareholders’ agreements.
Michaela Corley:
Funding options and investment readiness, and how to ensure your company is ready for investment, and then how to incentivise key employees and contractors as well.
Michaela Corley:
So, the first thing to go through is, obviously, as a business owner, you don’t need to tell us why growth and scaling is important. You’re presumably here today because you just want to know how to get there.
Michaela Corley:
Now, stability in a business is essential. It allows you to focus on growth and scaling, and that will all come back to your key legal contracts, ensuring you’re legally stable, to ensure that you can focus on the growth itself.
Michaela Corley:
So today, as I said, we’ll go through a few key items. They’re mainly on the corporate side of things for companies, but they will ensure that your business can remain stable whilst you’re focusing on the important things, being to actually grow the business from a commercial standpoint as well.
Michaela Corley:
All of these will be key to setting foundations for you to scale and grow the business.
Michaela Corley:
The first is how to structure your business. So, in business structures, usually you’ll come across three main structures. So, you’ll have sole trader, which is also called self-employed individuals. You can have partnerships, or you can have company or incorporated companies.
Michaela Corley:
This webinar itself will focus predominantly on companies limited by shares, as that’s generally how we would recommend that you structure your business, unless there’s a specific reason as to why it’s not suitable in your circumstances.
Michaela Corley:
Now, a private limited company benefits from limited liability, and also exists as its own legal person. So neither its shareholders nor its directors would be liable for its debts unless unlawful conduct has occurred.
Michaela Corley:
So, for instance, directors are responsible for directors’ duties. If they breach those duties, they could then be held personally liable.
Michaela Corley:
In that sense, directors will manage the day-to-day operations, and in doing so, they need to follow key administrative, but also legal duties, which are their directors’ duties. If they breach those duties, they can then be held personally liable.
Michaela Corley:
On the other hand, you then have shareholders, who generally just own a portion of the company. They may also be a director, but in terms of their position as a shareholder, they would have shareholdings in proportion, so a percentage of the shareholding, essentially.
Michaela Corley:
Their liability will then generally be limited to the amount that they must pay for their shares, which is the limited by shares part in a company.
Michaela Corley:
When structuring, you might also consider whether you want to go ahead with a dual company structure or a single company structure.
Michaela Corley:
A single company structure is where one company owns the business, the assets, and operates everything. A dual company structure is where you might have one company that owns the intellectual property, and another company that operates the business.
Michaela Corley:
This can be useful from a risk perspective, because it can help protect valuable assets if the operating company faces any liabilities.
Michaela Corley:
However, dual company structures can be more complex and more expensive to set up and maintain, so they may not be suitable for all businesses, particularly in the early stages.
Michaela Corley:
The next thing to consider once you have your structure in place is your corporate governance documents. So, this is essentially your articles of association and your shareholders’ agreement.
Michaela Corley:
Your articles of association are a public document that set out how the company is run, the rights attached to shares, and how decisions are made.
Michaela Corley:
A shareholders’ agreement is a private document between the shareholders that sets out additional rights and obligations, and how shareholders will deal with each other.
Michaela Corley:
This can include things like how shares can be transferred, what happens if a shareholder wants to exit, and how disputes between shareholders are resolved.
Michaela Corley:
Having robust corporate governance documents in place is particularly important as you grow and scale, because it helps prevent disputes and provides clarity around decision-making and ownership.
Michaela Corley:
Investors will also expect to see these documents in place as part of any due diligence process, so having them prepared early can save time and cost later on.
Michaela Corley:
The next topic is funding options and investment readiness. So, there are a number of ways that businesses can raise funds, including equity investment, debt funding, or a combination of both.
Michaela Corley:
Equity investment involves issuing shares in the company in exchange for capital, whereas debt funding involves borrowing money that will need to be repaid.
Michaela Corley:
When preparing for investment, it’s important to ensure that your company records are in order, your corporate governance documents are up to date, and your intellectual property is properly owned by the company.
Michaela Corley:
Investors will typically want to see that the business has clear ownership of its IP, well-drafted contracts with customers, suppliers, and employees, and a structure that supports future growth.
Michaela Corley:
Addressing these issues early can make the investment process smoother and can also improve the valuation of your business.
Michaela Corley:
The final topic we’ll cover today is incentivising key employees and contractors. As your business grows, retaining and motivating key people becomes increasingly important.
Michaela Corley:
There are various ways to do this, including bonuses, commission structures, and equity incentives such as share options.
Michaela Corley:
It’s important to ensure that any incentive arrangements are properly documented and comply with relevant legal and tax requirements.
Michaela Corley:
Having clear agreements in place with employees and contractors can also help protect your business, particularly in relation to confidentiality and intellectual property.
Michaela Corley:
So, those are the key topics we wanted to cover today. I’ll now hand back to Ivan to go through the questions.
Ivan Costa:
So, going to hand it back over to our host just to answer some of your questions, and while they do that, a poll is going to appear, so we’d appreciate it if you could please answer it.
Ivan Costa:
Over to you, Michaela.
Michaela Corley:
Thanks, Ivan. So I’ll just go through some of the questions. I’ve still got ten minutes, so I should be able to go through a fair chunk of them.
Michaela Corley:
So the first one is, how do you make sure that contracts are able to cover growth quickly? For example, new offerings, so you don’t want to be on the back foot.
Michaela Corley:
Some contracts will obviously be structured in a way that you can then easily add new service offerings, just amend the details of the service you’re providing, or say the price has changed, that can then be adapted.
Michaela Corley:
But that’s why we really recommend that you have a legal advisor that can step in and act for you quickly if something does change quite drastically and you need an update to your terms and conditions or your client agreements.
Michaela Corley:
That’s something that we pride ourselves on. We can move quite quickly for you, update your contracts quite quickly, and then you can focus on what’s important, so being able to actually engage with your clients, and you don’t have to worry about that legal documentation.
Michaela Corley:
Another question is, what are the most fundamental financial and or legal foundations for taking external funding, in your view?
Michaela Corley:
I’d say that a lot of this was discussed in the webinar itself, but the main ones that I see, or that I consider, would be structuring the company and having it ready for investment before you look for outside investors.
Michaela Corley:
So that would be the actual structure, so single or dual company, intercompany documents, so IP licences, data sharing agreements, articles, shareholders’ agreement.
Michaela Corley:
But also ensuring all of your company records, so Companies House, are up to date. That will also then extend to other areas of the company, so commercial contracts, employment contracts, just to ensure that you’re ready for external funding, and it’s less risky from an investor standpoint.
Michaela Corley:
So if they can see that you have that all in place, it will make them more comfortable for the actual investment itself.
Michaela Corley:
Then the next one is, from a legal and governance perspective, what warning signs tell you that a business is scaling faster than its leadership or operating rhythm can handle?
Michaela Corley:
A big one here would be the company confirming that it has an agreement with a third party, but then if we ask if there’s documentation in place showing that, there’s actually nothing in place.
Michaela Corley:
That then is just a recipe for a dispute to arise later on. So particularly if you have, say, a developer contract and there’s nothing actually in place in writing, a dispute could arise over who actually owns the intellectual property of the website or the app that’s being developed.
Michaela Corley:
So making sure that you have that documentation in place is quite key.
Michaela Corley:
Another one is key compliance obligations being missed, so Companies House filings not being up to date, tax deadlines, accounts being lodged not being met, and just missing signing important legal documents as well.
Michaela Corley:
Okay, so the next one is, I think this was pre-submitted but has also been asked live as well.
Michaela Corley:
How can me and my co-founder give a director in the business some of our shares in the most tax-efficient manner? We have two co-founders who want to give another director shares, so we all then have equal holdings. This is separate to options, he wants votes.
Michaela Corley:
I would say, obviously I don’t know the full circumstances, but if that individual is working for the company, I would question why you would want to go straight to shares instead of the options, as I mentioned previously.
Michaela Corley:
You said that he wants a vote. At board level, most of the day-to-day decisions are made by the board in any event, so by virtue of them having a board seat, they would have a vote over the day-to-day decisions.
Michaela Corley:
I would also question whether they should be given the same portion as co-founders. The co-founders are the ones who essentially have the business idea generally, so whether it is seen as fair between the three of you for it to be split equally, or if they should receive a smaller portion.
Michaela Corley:
In saying that, I obviously don’t know the full circumstances as to why that is the case.
Michaela Corley:
But if you were to issue straight-up shares to that individual, obviously it’s not going to be as tax beneficial for them. It could be seen as income from HMRC and taxed as such.
Michaela Corley:
There are other growth share schemes that could be explored as well. But if they’re not looking to go down the EMI option route, the tax beneficial ways for issuing those shares could be limited in those circumstances.
Michaela Corley:
That’s something that we could explore further with you, depending on the particular circumstances of the company.
Michaela Corley:
Another one is, what’s the biggest scaling risk you see business owners overlooking before they try to grow?
Michaela Corley:
The biggest thing that I personally see is informal arrangements becoming liabilities for the business.
Michaela Corley:
If you have a verbal agreement, for instance, with a co-founder, a customer, or a supplier, that might work fine at a small scale. But as you look to grow, that can then create disputes or confusion over what’s actually been agreed.
Michaela Corley:
Document everything. Ensuring that you receive legal advice on the documents and what you’re agreeing to, and having that documented, is quite important.
Michaela Corley:
I’ve also seen a lot of circumstances with startups where key individuals might be promised equity, but nothing is ever documented as to what services they provide to the company for the equity, or what happens if they leave.
Michaela Corley:
Someone might not pull their weight and leaves the company, but then still expects to retain the equity in the company. That could end in a situation where you have a disgruntled shareholder.
Michaela Corley:
You’re unable to require them to transfer their shares, they’re not providing anything to the company, so it’s always important to ensure that everything is documented properly.
Michaela Corley:
Another one is, what legal structures and governance principles help early-stage tech startups globally while maintaining ethical growth, fair monetisation, and trust with users and creators?
Michaela Corley:
The corporate structure is quite important if you’re looking to go global. You could have, for instance, a holding company in the UK, an operating company in the UK, and then that holding company could own shares in global entities as well, allowing you to expand internationally.
Michaela Corley:
A big one here would also be GDPR compliance. If data is going to be shared overseas, you need to make sure that it’s done in a manner that’s compliant with UK GDPR.
Michaela Corley:
This might also tie into another question that’s come in, which is, if you have holding and subsidiary trading companies, can the shareholdings be different?
Michaela Corley:
Yes. Normally, the traditional structure would be a holding company where investors and employees receive shares or options. That holding company then wholly owns a subsidiary.
Michaela Corley:
The reason behind that is control. That holding company will control the subsidiary, and it’s easier from a corporate governance perspective.
Michaela Corley:
That doesn’t mean you can’t offer equity in the subsidiary itself, but there are usually reasons why that isn’t the case, so that you can have wholly owned subsidiaries governed by the holding company.
Michaela Corley:
I think we’ve probably got enough time for maybe one or two more.
Michaela Corley:
One of the questions was just, can I have a copy of the slides? Yes, they will be shared after.
Michaela Corley:
There was another question around the recording as well, and that will also be shared after.
Michaela Corley:
Another question is, we’re making 20% profit but are carrying a lot of debt. How do we plan for growth?
Michaela Corley:
That question is probably better suited for a financial advisor, but from a legal perspective, ensuring you have all of your legal documents in place is a good starting point.
Michaela Corley:
Also ensuring that you’ve sought legal advice on any of those agreements from a debt perspective, and any sort of outside documentation, to ensure that you’re not promising more than you can with the debt that you’ve got.
Michaela Corley:
I think that’s probably all we have time for questions, so I’ll hand back over to you, Ivan.
Ivan Costa:
Perfect. Thanks so much for that. So just to wrap up, sorry if you couldn’t get your answers from the webinar.
Ivan Costa:
I’m pretty sure we got through most of the questions, but submit your details at the end with the survey, especially if you didn’t get the answer to the question that you were looking for.
Ivan Costa:
You can also do that to learn more about our membership and how we can help you.
Ivan Costa:
And whilst this is a free webinar, we really do value your feedback, so if you could also kindly complete the 30-second survey at the end, that would be great.
Ivan Costa:
Thanks so much for joining us.
Michaela Corley:
Thanks.
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