Company Structure

From Mirror Swarm
Jump to navigation Jump to search

Mirrorswarm Ltd is a company registered in England. It is owned by Jowan. A single share has been issued.

Decisions are made by the board of directors. English law won't let anyone under 18 be a director.

The shareholders appoint directors to the board of the company. So far Jowan has appointed his dad as managing director and that's it. Directors have to be registered at Companies House.

The shareholders can at any time replace the board with new appointees. That they are in charge. The board implements the shareholders' policies.

Jowan can restructure the share basis of the company. He can replace his single shareholding with, say, a million shares. If he issues a hundred to himself and none of the rest then he still owns the company.

If he issues another hundred to B and another hundred to C then he no longer owns the company. J and A and B together own a third of the company each. B and C can vote against J to decide a new policy, including selling more shares to D and E and F. Jowan can't stop them if they are the majority view. J and B together can similarly outvote just C.

Shares are issued to other people in exchange for a benefit to the company. It might be an incentive to a good employee not to leave. It might be in exchange for cash to fund the company's further development.

I think there is an option to issue voting and non-voting shares. If Jowan can retain the voting shares then he continues to choose the policy and the board.

Non-voting shares are attractive if they give a right to dividend payments. Voting shares can also take dividends, possibly at a different rate - dividend amounts are allocated whenever the board chooses.

A share can still have value even if it gets no dividend and has no vote. The value is whatever the market will trade the share at.

Once the company is in production it may well have a cash stream which will allow copious dividend payments to non-voting shareholders. That is the attraction.

To retain control of the company, Jowan will have to continue to own the majority of the voting shares. Selling those will only give him money but it will lose him the company. Owning a minority of the voting shares but thinking enough of the other shareholders will do what he tells them is self-delusion. Watch The Onedin Line and find out how companies work, why James sold some of his shares to expand the company and how he ended up working for the new owner.