We offer no cost initial consultations for participating start ups at our offices in Cape Town. Alternatively, we can attend at the incubator regularly / monthly (perhaps more frequently if there is demand) to meet with any interested start ups and answer questions they might have.

Our preliminary presentation is typically the “start up legal journey” followed by a task aimed at creating a value-adding deliverable for the participants. All or some of the subjects that could be dealt with are:

• Setting up a company, shareholding and a board of directors.
• Exploring discussion items that need to be addressed in a shareholders’ agreement, and preparing that.
• Exploring the terms on which a business’ product is sold – and focussing on the risks and value of that contract to the company – and then preparing those terms (or a focused summary of those terms which can later be turned into detailed terms and conditions (T’s and C’s)).
• Funding: working through the typical equity funding terms.
• Due diligence (DD): working through the typical DD questions and how they are practically addressed by each participant’s business.

Our usual format is a two hour presentation (depending how ambitious you want to be regarding coverage of the above subjects) followed by a practical break away exercise in which the participants address one of the subjects and then report back to the group about how they deal with it, difficulties they encountered and what the next steps could be.

We work with each incubator to develop a tailored option:

• Create the headings that we’d like to address.
• Expand on the goal to be addressed.
• And then identify the outcome / deliverable.

There may be different “phases” dealing with early stage goals, evolving through to mature “capital ready” goals. Below is an example of what an incubator’s “Getting investor ready” road map may look like. We can be quite proactive as all these initiatives can be made available through this Incubator Portal.

PHASE 1 – ESSENTIALS

Business gap analysis

Overview questionnaire – Are you investor ready? which provides an overview of the governance, legal, financial and commercial issues to be addressed by each business.

Deliverable:

• List of questions which prompt responses.

We provide an online portal for submitting answers – an answer summary report will then be delivered to both the start up and us. We would be happy to discuss ways in which to give feedback on “gaps” and their relevance to the start up’s business.

Company incorporation

Is the business run out of a company?

Deliverable:

• Incorporate a company.

Online portal: free guide on how to incorporate a company yourself, or we can do it for a nominal amount. See our basic company incorporation package.

Ownership and control

Have shares been authorised and issued? Have the founders been appointed as formal shareholders? Has the board been created?

Deliverables:

• Authorised and issued share capital.
• Share register.
• Directors’ register.

Online portal: free templates can be provided for resolutions and registers. We can also undertake these “company secretarial” services for a nominal fee.

Shareholder arangements

Have the founders recorded the essential terms of their relationship?

Deliverable:

• Memorandum of incorporation (MOI) and shareholders’ agreement, or a “founder agreement“.

Online portal: we can provide resources (including a framework document / term sheet) giving an overview of the issues to be discussed and proposed solutions. We will charge for preparing the document (as this is a consultative process).

Employment

Creating a legal record of the terms on which employees are engaged by the start up. Importantly, recording that all intellectual property (IP) created by the employee is owned by the company.

Deliverable:

• Employment agreement.

Online portal: we can provide a template and consultative service to tailor it to each start up’s needs.

Intellectual property (IP)

Identify protectable IP.

Deliverable:

• Register ownership title and/or take practical steps to protect such IP.

We would refer the start up to our preferred IP service provider.

PHASE 2

Financial management

Have robust management and financial accounts been created, specifically identifying sources of funding to date, tax exposure, liabilities and contingent liabilities?

Deliverables:

• Financial statements.
• Monthly management accounts.
• Business budget.

We could assist with identifying a financial service provider for the start up.

Revenue contracts

How does the company make money and does it have a contract that underpins the revenue while managing the risks of product delivery?

Deliverable:

• Sale agreement / services agreement / license agreement / online terms and conditions (T’s & C’s), etc.

We will interrogate the business’ product, risks, style of delivery, etc. and scope a contract.

Employee incentives

If the company intends to incentivise / align its employees with equity (or profit share), then this will define the terms on which an employee qualifies for that incentive, and the way it operates.

Deliverables:

• Employee share ownership plan.
• Employee profit share.
• Phantom share scheme.

We propose a framework, consult and tailor that to the client’s needs, and then scope a suite of documents.

PHASE 3

Equity funding

Building an understanding of the meaning of equity funding, the process and the outcome.

Deliverables:

• Term sheet.
• Educational resources.
• Negotiation support.

We are available for early stage consultations at no cost, and to be retained for the entire process.