In the fast-paced world of startups, particularly those breaking new ground, the excitement of innovation and market disruption often takes centre stage. However, amidst this buzz, it's crucial for startups to prioritise their foundational business structures from the outset. Working with entrepreneurs for over 25 years, it's clear that that meticulous initial structuring is a key linchpin for long-term success.

The Importance of Early Structuring

Startups must treat their initial structuring with the same priority as their product development and market entry strategies. This involves more than just legal compliance; it involves strategic foresight. The initial setup determines not only how a business can scale but also its attractiveness to potential investors and its capacity to efficiently manage regulatory, tax, and exit dynamics.

Attracting Investors with Robust Structures

Investors are attracted to startups that demonstrate foresight in their business structures. This includes proper incorporation, clear ownership rights, intelligent equity allocation, intellectual property (IP) protection, exchange control planning, and shareholder agreements that protect not just the founders but also the future stakeholders. Moreover, having an eye on exit strategies and offshore fundraising from the beginning—a trait often overlooked by burgeoning entrepreneurs—can significantly increase a startup's appeal. It assures investors that the business is designed for not only growth but also profitability and eventual exit, whether through acquisition or public offering.

Regulatory and Tax Considerations

Startups operating across borders, or those in heavily regulated sectors, must be particularly astute about their structural decisions. Proper structuring takes into account potential regulatory hurdles and optimises for commercial efficiency. Having due regard to IP and exchange control hurdles, double taxation agreements and understanding investment promotion and protection opportunities can prevent costly due diligence red flags during fundraising, tax implications, compliance issues, enhance value and simplify exits.

Structuring for Scalability and Exit

A well-thought-out corporate structure is not merely about handling current business needs but also about anticipating future changes as the company scales. This involves understanding and implementing the right kind of share classes, equity incentives for employees (such as share options), and provisions in shareholder arrangements that allow for future fundraising rounds without diluting too much control from the original founders.

Moreover, considering exit strategies early on helps in aligning the business towards outcomes that are lucrative not just for the founders but also for the investors. Whether it’s a buyout, an acquisition, or a public listing, having these pathways carved out early can immensely streamline the process when the opportunity arises.

Commerciality and Practicality

The legal team is part of a strategic growth engine. It is important to ensure that your agreements with suppliers and customers not only mitigate risk, but also actively support your revenue-generation, product-led growth, and customer success strategies. We recommend establishing a lean, efficient legal function that leverages technology and smart resourcing to maximise tight startup budgets. The legal function should be also data-led and due-diligence ready building investor confidence through transparency and proactive strategic insights on the risk issues that matter most.

Conclusion

For startups, robust initial structuring is not a bureaucratic hurdle but a strategic advantage. It lays the groundwork for smooth operations, effective scaling, value creation and successful exits, underscoring the value of getting it right from the start. In the entrepreneurial journey, as in architecture, the strength of the foundation is critical to the longevity of the structure. Startups that invest time and resources in their initial setup not only safeguard their assets but also enhance their trajectory towards success.

Written by Bruce Dickinson, Partner from Webber Wentzel