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What Type of Business Partnership Should I have?

Business Partners

Every enterprise that isn’t a sole trader will have people who are working together as partners to drive that business towards its goals.

This can be in a business that is registered as a legal partnership (see below), fellow directors of a company, or at its most simple just 2 people working together with no legal entity formed. Let’s look at the most common types of partnerships:

1. A General Partnership:

Where 2 or more people work together sharing responsibilities without a separate legal entity being formed. Profits and liabilities are shared. The least complicated, however it does mean each individual is personally liable for any debts that result from the business.

Although not a legally registered entity, HMRC must be told that you are working as a Partnership with someone and the income is included in your personal self-assessment.

2. Limited Partnership (LP):

At least one, or more, partners must take full responsibility and liability for the business and are known as a General Partner, similar to above. These must also be the only ones that take the management decisions.

Others can join as Limited Partners by putting capital into the business and their liability is limited to the amount they have put in. HMRC must be told and the partnership registered with Companies House. Each partner includes their portion of the profits within their own personal taxation.

This is a popular entity for Venture Capital companies, where there is a management team of General Partners, with other Limited Partners who invest funds into the portfolio.

3. Limited Liability Partnership (LLP):

For most partnership businesses this is a good choice, since it protects the individual partners against the business liabilities. You’ll need at least 2 “designated” members of the partnership who take on the HMRC and Companies House responsibility.

Other partners are termed “ordinary” members of the partnership. Again each is taxed on their income from the partnership as individuals.

Professional services such as solicitors sometimes prefer this legal entity for the flexibility it provides in bringing in new partners and altering profit sharing arrangements.

4. Directors of a Company:

Although not normally thought of as a ‘partnership’ in the legal sense, I include this because many companies will take on a new business partner and make them a director of the company. In this regard it is the most common “business partnership” and has the attraction of being well understood, protects personal liability and can give tax flexibility.

If starting a new business you have the opportunity to chose a format that works well for you. So it’s a good idea to check with your accountant on which legal entity is best for your personal circumstances.

The difference between a Business Partner and an Investor

2 Business Partners – Bill Hewlett and Dave Packard

Company Partners provide access to both Business Partners and Investors so what is the difference and when would you have one but not the other?

Certainly an Investor is a business partner of sorts and can bring many of the benefits of a business partner. A Business Partner could in some circumstances end up investing in the business, so here is my take on the similarities and difference:

Business Partner

Hands-on
Brings additional, complementary skills
Sometimes useful contacts
Will share in the profits of the business
Likely to own some share of the business, or be given the opportunity to buy or earn shares
More commitment and “skin in the game” than just an employee
Primarily brought in for their expertise and ability to add value when working in the company

Investor

May be hands-on, but often not.
Skill set frequently is in business planning, finance and strategic direction
Normally valuable contacts are available
Will share in the profits of the business
Injection of funds (to be used to grow the business) in exchange for equity in that business
Doesn’t want to run the company, but will expect involvement in major decisions and report on progress
Primarily brought in to provide funds, advice and contacts

If you need another pair of hands with essential expertise go for a Business Partner, if you primarily require funds and contacts, go for a Investor. Both will provide a sounding board and be able to provide advice.

What is due-diligence and how do I do it?

Due-diligence needs thinking about for Investors when they are about to embark on an investment. However it’s just as applicable for those who are seeking investment to check out a potential Investor. In both cases you should verify that the person, business and facts as stated are correct.

That’s not being mistrustful it’s just being business-like and expected by all parties to a potential funding agreement.

There are several types of due-diligence, not all will necessarily be relevant and this list is not exhaustive, but does illustrate the common areas to consider:

Legal

Are there IP (Intellectual Property) rights involved?
Any pending litigation or disputes?
Legal structure and ownership including share holdings and any restrictions
Regulation or licences that may be necessary for doing business

Financial

Verify financial information provided
Obtain bank accounts and statements
Examination of accounts and underlying performance of business
Details of any property owned by the business, including mortgages

Commercial

The market that the business operates within and its market share
Customers: list of major customers. Is the business dependant on just a few customers? Can you talk to some customers?
Suppliers: list of major suppliers. Is the business dependant on a few suppliers?
Competitors and the unique advantage that this business may have.
Assumptions that lie behind the business plan
Insurances held
Guarantees and terms & conditions of sale that the business gives

Human Resources

Management background check
Key personnel staying / losing
Pension commitments

IT / Systems

Hardware and important software used within the business
State of the systems, are they up-to-date, using appropriate technology
Compatibility to any existing systems if merging businesses

For Investors, where possible always use professional legal and accounting firms who will have a VERY detailed question check list for carrying out due-diligence. For smaller or even start-up businesses it may be that a simple management check and time taken to understand the market and the advantages of the business is enough. That is for you to decide, but you must make sure you do all necessary to verify people and facts.

Both Investors and Business Owners should be aware that due-diligence takes time and can be detrimental for the business when the owner is distracted from normal operating duties by needing to find all the due-diligence documentation required and in answering the questions raised, but it is an essential part of selling or getting investment.

Ignoring the future – Should business owners have pensions?

I talk to a lot of owners of businesses each year who are putting all their time, energy and money into growing their business and have no plans to use any of that hard fought cash to pay into a pension.

Does it matter? Most recognise that trusting the government to provide for you in your old age is pointless, but most also believe that they will be all right when the time comes.

Because:

Many consider that the business itself will be the pension. By either continuing to earn revenues from it well into retirement, or selling the business at the time to raise funds for a pension.
Some say they will pay into a pension when the business is more established and can afford it.
Others believe the time for retirement is so far away that it’s not worth worrying about at this stage.

While I can agree with the financial pressures on a growing business could justify points 1 or 2, those who refuse to think further ahead could rue the missed opportunity to have a game plan for when they get older.

Although I’ve not seen the statistics for business owners, it is thought that half of all self-employed men and two-thirds of self-employed women have no pension arrangements. That is a bit scary.

What your business premises say about you

Original Harley Davidson Headquarters

Unless you are running a business that must have a high street store, many Start-ups begin in a bedroom or garage and as they grow expand into larger more business specific accommodation.

However can you really engage with customers if you are working from home?

It depends on the type of business, much can be done on-line, by telephone and if you need to meet up face to face, there are hotel lobbies. These can be extremely helpful to a young business and are used to business meetings taking place, with coffee and tea easily available.

Yet there is a feeling that being taken seriously requires “real” offices. Certainly there is a hierarchy of premises that come with a business’ success. When I worked for various large computer companies they grew from small beginnings to marble stair-cased headquarters:

How businesses grow

Is it absolutely needed to take on the expense of a rented office when you are just starting out, or are still relatively small? No, sometimes money can be used better to grow the business and some home businesses may never need a separate office.

But there’s the rub, you get categorised as a small, perhaps part-time business.

Taking the plunge as a young business in moving into dedicated office space can have significant advantages, instantly a foot-up on image perception, room for assistants/colleagues to work with you, a place to invite customers or business partners and an ability to concentrate on only work while there.

We all make value judgements every day and when thinking about joining, working with or buying from a business it is natural to look at the trappings of success that surround that business.

Ideally, get your own dedicated office space as soon as possible, but only you can judge when the time is right, or if it is appropriate to expand into more lavish surroundings.

Don’t make this mistake in your first conversation with a potential business partner or Investor

Investor listening You don’t know when you might bump into or be talking to a useful contact, business partner or even potential Investor. This first conversation is your best chance to impress and could determine whether you get a second more detailed conversation or meeting.

So grab the chance to explain your business, or idea, in a way that is clear and compelling.

Sounds easy, yet this is where otherwise excellent entrepreneurs make a big mistake. They are not prepared and simply ramble on in every direction. Think about it, can you tell me about your concept in a way that I will really understand and allow me to be excited about joining you as a business partner or Investor?

Some entrepreneurs are very good at this and you may be one of them, but the majority of people I talk to make a terrible hash of it. When they finish I am none the wiser and couldn’t honestly recommend them to the business partners and Investors I meet.

You’ve heard of the now clichéd Elevator Pitch where you describe your business in the time it takes to travel up in an elevator to a prospective customer/Investor. Well that concept came about because it was a useful way of visualising what was needed. So don’t be too quick in dismissing it as old hat.

Here are my top tips for engaging interest in your business when you first talk to a potential business partner or Investor. This is not an investment pitch or a presentation, but simply an opportunity for a quick conversation with a potential ally in growing your business.

1. Think about the situation and how much detail you need to go into. Is it a chance encounter with someone at an event, or a telephone call with a business angel where you have time to prepare?

2. Don’t start spouting words at machine gun pace, never giving pause for questions, or even noticing that you’re on entirely the wrong track of what was asked. Use your empathy and listen. Use the feedback you are getting, visually or by asking “is that what you meant”, “does that make sense” (if on the telephone).

3. Prepare an explanation of your business. Write it down and then practice saying it out loud. Writing the explanation down forces you to think about it and ensures it flows logically. After you have talked to someone about your business, reflect on how that went and make adjustments. You’d be surprised how many people don’t.

4. Have 2 versions – one that may take just 30 seconds which gives the whole concept in a nutshell and a second version that allows a bit more detail taking a few minutes.

5. This is what potential business partners and Investors want to hear:

Who you are, your experience and your knowledge relevant to making the business a success.
The market area that you are in and the size & potential of that market.
What your company/business/project/idea does. Clearly – so that there is no misunderstanding or confusion. This needs trying out on people who have never heard of your activity.
What problem does your business solve for clients/customers? What advantage does it give them? What desire or aspiration does it allow?
What is your uniqueness, how do you compare to your competition?

The listener should now have a initial understanding of you, your business potential and the market, if it is appropriate you should also add what you are looking for in order to grow that business. A Partner, a Mentor, an Investor, contacts, sales help or whichever you need.

Remember, experienced business people and especially Investors have heard it all before, don’t boast, don’t over-hype, be professional and have a couple statistics in mind to throw in that supports your claims – it will impress.

With good planning and thought you can make a favourable impression with whoever you meet – you never know where it may lead.

5 ways to be a success this year

1. Work on your brand and image.

Success breeds success and perception is reality. The reason these truisms exist is that they are, well…. true.

What do people think when you communicate with them? Do they want to be a part (either as a customer or an Investor) of your successful and dynamic business? Perhaps you’re not quite there yet, but do all you can to give that image to people.

Branding is often just thought of as logos and letter-heads, a catchy tag-line and corporate colours. It’s easy to get bogged down in working on these and miss a couple quicker paybacks of having your own company email address (it’s not professional for a business to be using gmail/Hotmail) and a simple but high quality business card (the cheap ones are not worth having).

Most businesses now have a website, they’re inexpensive to produce and can instantly be a way of conveying your brand and image, so think about having one well designed. A local web designer can do a far better job than the free sites that come with purchasing a domain name.

For established companies, rethink how you are perceived. Ask customers and importantly potential customers what they think of when your name is mentioned. What do they like, what would they change? Get a pair of fresh eyes to look at you.

2. Give better customer service than your competitors.

Customer Service is now being seen as the number one differentiator in this era of everyone having very competitive pricing.

Good customer service needs to be built into the image of your company; it is a positive brand characteristic and will pay back with repeat business and recommendations.

It also needs to be built into the fabric of your business, from the attitude of yourself and your staff, to the systems that you put in place to support it.

Think of how John Lewis continues to do well, while others fail. Amazon has a great customer service for an on-line company. They’ve made good service a part of who they are.

3. Get help from your peers.

There are people who have already overcome the same problems you have, or may have contacts that you need, or insights into what works and what doesn’t. They can brainstorm ideas and help with strategies.

Where do you find them and isn’t it worrying to give potential competitors information on your business?

This is where you have to choose the make-up of your group wisely; there will be entrepreneurs and businesses that are not competitors but have the same issues as yourself. You can also sign an agreement where you keep each other’s information confidential.

As to where; Mastermind groups (look it up on Google), Network events, local Chambers of Commerce, Small Business Federation, and even banks run such activities for clients. There are also commercially run groups, often catering for executive level participants which provide well organised meetings and coaching, although they do tend to charge quite high membership fees. You could also set up your own group. If you do so, lay out some agreed upon rules.

4. 90% of success is turning up.

Do it. Yes stop prevaricating and do it. Dreaming of starting a business? Thinking that you should look at your costs? Wondering if you should do more PR or marketing? Just do it.

“I have never met the person who went out to do what they really dreamed of, and then regretted it, regardless of whether they later succeeded or failed.
“But I have met many people in later life who wished they had taken more risks to follow their dreams” – Simon Woodruffe (Yo! Sushi)

General George S. Patton: “a good plan violently executed now will be better than a perfect plan next week.”

5. Employ the best people that you can find.

This has constantly been the most given advice when successful entrepreneurs have been asked about lessons learnt.

Now if you are the sole owner of a young business, struggling to cope and having to do everything yourself, you may think that any warm body would be a plus.

However, even then it’s worth getting the best that you can afford at the time, which means investing some time in your choice.

“When picking your team, work with people you like, and give them massive respect.” – Simon Woodruffe. But I would be careful taking on friends, they may not be the best choice for skills and what will happen if goes wrong.

There are of course many more things that you can do to make this the year when your business takes off, but it’s better to focus on a few actions and make them happen, than a lot of possibilities that never get done.

Are you ready for investment?

Being investment ready is key to getting funding. Yet when talking to entrepreneurs they often have not taken the time to think it through.

You are up against a lot of competition for business investment. Some may be better prepared than you to give the potential Investor confidence that his investment will be well spent and payback a healthy return.

So what can you do to be ready for an Investor and how can you give yourself the best chance against the competition?

Business Plan. Okay there is a ton of information on this available, including on this site so I’m not going to go into how to do a plan (see the links below). Just to say that you will benefit from having one:

Putting a plan down on paper forces you to think through what you are doing. The market, your offering, sales & marketing, putting together an experienced team, the business model and finances
It provides a basis for discussions
Shows Investors that you are professional, serious about the project and are thinking of every aspect of the business
Investors cannot see everyone; they will want to first have a few pages (Exec Summary) of a business plan and then follow-up the ones with which they are interested.

Getting started on a Business Plan

Structure of a Business Plan

If an existing business:

Make sure that what you are doing at the moment is profitable, if not profitable show why it will be
Build your revenue with a sales drive to show the business to its best effect

For start-ups:

If based on a new type of product, make a prototype
Show it is not just a good idea, but that it will actually sell by getting positive customer comments, or letters of intent to order.
Produce a market survey that supports your product or service. Don’t simply say “everyone I’ve asked likes it”.

Be able to explain in a couple of sentences what your business does, its advantages over the competition, how it will make money and who its customers will be. Have evidence to hand to support your numbers.

Know what you are going to spend any investment on. Make sure that it’s not just to pay you a salary, or all thrown at marketing.

What role will you expect the Investor to take, some are looking for an active role in the company, some only expect to give advice, very few will consider just giving funding and stepping back completely.

How will the Investor get a return? A sale of the business, a buy back of shares, interest /dividend payments? Over what time?

Look at government Investor incentives. In the USA there are quite a few States that are trying to attract businesses, basing your company in that area can give tax advantages to the company and potential Investors.

In the UK there are the EIS (Enterprise Investment Scheme) and SEIS (Seed Enterprise Investment Scheme).

These are attractive to potential Investors and may make the difference in choosing your opportunity or someone else’s. A quick way of getting a foothold on to these incentive schemes and be able to show Investors the potential, is to get a statement from the Inland Revenue (HMRC) that your business is likely to qualify for the scheme called a EIS Advanced Assurance

Finding investment is not necessarily quick. Realise it will take time and energy. Be persistent and turn over every stone to find the right investor that understands your market and is excited by the team and opportunity that you have.

The right management team for funding

Company Structure Many of the people that I’ve talked to recently are individuals, they have a need for funding to start-up or to get greater growth, so they are talking to me about finding investment.

After asking about what they have done to prove the concept and reduce the risk to an Investor, the next thing that I ask about is who is behind the business.

From an Investor’s viewpoint they will want to see that whoever is involved has the capability and experience to make a success of the investment, they don’t necessarily have to have a comprehensive and large team behind them.

It some cases the Investor may in fact want to become active in the business and so will be looking to see where they can add value. If for example the Investor has a financial background, a business where the owner is an expert in the market and product, but could benefit from additional business skills would be an attractive fit.

There are Investors though, who whilst willing to contribute experience and contacts would not want to be involved in the day-to-day activity. They ideally would like to see all the bases covered by a solid team of experienced and talented people with a strong commitment to success.

By “bases” we are talking about Product/Service development, Sales & Marketing, and Administration/Finance.

So if you as the owner of the business have one of those areas covered, you should be looking to have brought in partners or employees to cover the rest.

There has also been a trend in recent years for fast-growth businesses to bring high profile Chairman into the company. These figureheads add credibility to the venture, help with their advice and will be experienced in talking to people such as Investors.

Even at a more modest business level bringing senior people in as Non-Execs to add authority and experience can be positive to Investors. It reassures them that the business has the talent to grow with some help, but not requiring a lot of their limited time.

That may of course be less attractive if the Investor has ambitions to be an active part of the team themselves, so consider what your potential Investor’s preferred role may be and that could shape how you present your team.

Having said this about building a team for investment, if the business is one that looks destined for high-growth, Investors will bring in specialists and experienced people to fill any gaps. But for the majority of businesses a little thought on shaping the management team will give credibility to an investment proposal.

Sales and Marketing Plans

Whether you’re writing a business plan, or simply want to make sure that your business has customers, you are going to need a sales plan and a marketing plan.

Yes need. Not optional, not nice to have – need.

First let’s get over the instinctive dread of the word plan. It doesn’t have to mean a formal document, but it does need to be written down. Writing forces you to think and you can’t get away with the woolly thoughts that are there when this is only in your head.

Notice also that I separated the two. People use the phrase sales & marketing, but they are two complementary areas of your business activity. You can write them separately or joined together in one overall plan.

When I talk to entrepreneurs they can chat for hours about the features of their product, but ask how they will sell it, or how people will find out about it and a there is a vague response of “oh that’s what I need money for, to advertise and stuff”.

It’s far more interesting to think about the product or service than about the practicalities of how you will sell them. Until the business fails because you don’t have customers. Or you don’t attract investment.

So what is in a sales and a marketing plan? Which do you do first?

Start with the marketing plan, because part of that is defining who and where your target market is. You’ll need to know that in order to sell to them. I wrote an article about this: How-to-Market-Smarter

The contents and emphasis will vary depending on the type of business, it’s complexity and of course the market it operates in, but in general a marketing plan will have:

A description of the market you are operating within, think about the geography and demographics. You can include how the economy affects this market. A cut-rate supermarket does better in a difficult economy for instance.

Who are your competitors, their pros and cons. What is your strategy for competing against them?

Who you are selling to, your ideal customer. As mentioned in my article above, it should be broken down into segments.

Branding, values, colours, logo – the message you want to communicate. Cheap and functional or premium and exclusive, this is where you decide what people think when they hear your company’s name.

Products and services with pricing strategy – no need here to go into depth on every product functionality. Rather the strategy of what type of products and services.

Lead generation – this includes PR, advertising, web sites, referrals, direct mail, attending exhibitions, giving local talks, networking… Be specific, don’t just say for instance you will advertise, give a list of publications and the dates you’ll appear.

Marketing costs – put together a spreadsheet showing the costs of each of these marketing activities.

Once the marketing activity is generating leads, how will you turn those into sales? This is the sales plan.

Sales strategy – do you have your own sales force, will you have distributors, is your business web based only or perhaps a high street shop.

Sales process – how do you qualify the leads generated, how do you engage with them, key sales messages,

Service experience – how will you later follow them up, retaining customers and encouraging them to buy again.

Sales forecast – compile a spreadsheet by month for the year (plus a year 2 and year 3 total if doing a business plan for investment). Broken down by product or service category. Sometimes it’s hard to forecast for a new business but you must make a stab. Note down your assumptions of why you forecast those numbers, so when it proves wrong you know why and can adjust it.

It takes time and we are all busy, but there is no alternative, you can’t run a successful business without a sales plan or a marketing plan.

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