Solve ownership and compliance cleanly, without giving up control.
An ownership or compliance requirement is also an architecture decision. We help you meet it in a way that holds up under verification, protects your control, and strengthens the rest of your balance sheet.
What this actually solves.
The trigger is usually a date. The decision underneath it is about how your company is owned for the next decade, which is a considerably larger question than the one on the calendar.
-
Ownership scorecard requirements
A level you need to reach, or hold, with an ownership element that cannot be met any other way. The requirement is real; the structure that meets it is a choice.
-
Compliant fund participation
Where a fund or trust arrangement is the appropriate vehicle for broad-based participation, structured so it is recognised, evidenced and genuinely operated.
-
Contract and market access
A tender, a customer or a sector requirement that has made ownership a commercial condition rather than a policy preference.
-
Local ownership restructuring
An existing arrangement (often built quickly, years ago) that no longer reflects the business, or that nobody can now explain.
Control first.
Dilution is the first fear and it deserves a direct answer rather than reassurance. These are the four questions founders actually ask, and what the answers depend on.
-
Am I giving away a quarter of my company?
Sometimes the honest answer is yes, and it is worth it. But the assumption that a given ownership outcome requires a given loss of control does not survive the design work. Economic interest and control are separable, and the mechanisms that separate them are choices you get to make.
-
What are the mechanisms, in plain terms?
Share classes with different voting rights. Staged transfers that vest against performance or time. Trust and fund arrangements that direct economic benefit to identified participants. Board composition and reserved matters that keep specific decisions with you. Shareholder agreement terms governing what happens on a sale. Each is ordinary and well recognised; the design work is choosing the combination that fits your facts.
-
What if the funding assumptions do not hold?
Then you find out whether the structure was stress-tested. Vendor-funded and notional-vendor-financed arrangements rest on assumptions about dividend flow and growth. A structure worth building has been modelled against a bad three years, not only a good one, and has a stated answer for what happens if the debt is not serviced as planned.
-
What happens to it if I sell?
This is the question most often left silent in the documents, and silence gets priced by a buyer. The treatment on a change of control should be explicit from the outset: what the participants receive, on what terms, and what the acquirer inherits.
A compliance brief produces a compliance answer. An ownership brief produces an asset.
Built to be defensible, not just to pass.
Verification is a cycle, not an event. The evidence an agency wants (resolutions, minutes, distribution records, proof that participants are real and that the arrangement operated as described) accumulates continuously, and is close to impossible to reconstruct convincingly after the fact.
So we build with the cycle in view from the first meeting. The structure is designed alongside the records it will need to produce, and the governance function that keeps those records current starts the day the structure does, not in the fortnight before a verification, when the gap between what was designed and what was actually done has to be closed on paper.
This is the same discipline that applies to a trust or an offshore holding structure, for the same reason. Something described in a document but not evidenced in practice is not a structure; it is an intention.
What this looks like in practice.
Two founders own an engineering services business between them. A long-standing client has moved to a procurement policy that puts a meaningful share of their revenue at risk within eighteen months. They have been quoted a transaction that would transfer 26% of the equity outright, funded by the company.
The design question nobody had asked them: what do you want the shareholder register to look like in 2035?
The work: a review of the existing shareholder agreement, which turned out to contain pre-emption terms that conflicted with the proposed transaction; a revised structure using a separate share class and a trust arrangement for broad-based participation, sized to the requirement rather than to the quote; explicit change-of-control terms; and a verification-cycle calendar with an owner. Their B-BBEE consultant kept the scorecard strategy and the verification relationship. The founders retained control of reserved matters. The commercial requirement was met on the original date.
Where this leads.
Founders who solve an ownership requirement properly usually find the same exercise has surfaced two other questions: what sits offshore, and what happens on a sale. Those are not upsells; they are the same balance sheet.
General information about structuring and governance, written for founders. It is not legal, tax or financial advice, and it does not take your circumstances into account.