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Vienna - "Lately there have been increasing inquiries from shareholders about what a fair exit from a company could look like," says Mag. Claudia Strohmaier, professional group spokeswoman for management consulting at the Vienna Chamber of Commerce. The management consultant already identifies part of the recipe for success for a successful exit or entry into a company in the start-up phase. However, when assessing the assets in the course of the separation process, those affected should also keep a few things in mind. 5 tips to make a breakup easier.
“When people with different strengths start a company together, it can be of great advantage. Sometimes differences arise over the years due to the unequal characters or the life plans of individual people change ”, so the observation of the management consultant and professional group spokeswoman in the Vienna Chamber of Commerce, Mag. Claudia Strohmaier. Then it takes a lot of instinct so that none of the parties involved get the impression of being disadvantaged. According to Strohmaier, however, some considerations should not only be made in the course of the separation process, but also when the company is founded. Here are a few tips from the expert.
1) Separate channels for partnerships
If several people get together, the establishment of an open company (OG) is sometimes a good option. In the case of an OG, a partnership agreement is mandatory, but this is not legally bound to any form. "Even purely verbal agreements are possible, although this is not advisable, especially since the shareholders are jointly and severally liable for all debts with their private assets," explains Strohmaier. Hence your tip: When founding the company, write down all regulations and also take into account exit scenarios. If a founding team consists partly of people who actively work in the company and others do not, the better option is to set up a limited partnership (KG) instead of an OG. It should be noted, however, that the general partners, in contrast to the limited partners, are also jointly and severally liable with their entire private assets. Therefore, the form of the GmbH & Co KG is often chosen, in which the persons behind the GmbH are not liable without limitation, but the GmbH with its company assets. The participation of silent partners would be another option.
2) Entry and exit in corporations
In the case of listed stock corporations, separations are quite simple: The price of the share permanently reflects the valuation at which each shareholder can get in and out. However, a stock exchange listing requires a certain company size and compliance with numerous formal requirements. The form of corporation preferred by founders is therefore clearly the GmbH, in which new investors can of course also be brought on board over time - be it through share takeovers or capital increases. A resolution by the general meeting is often necessary for the sale of shares. Such agreements serve, among other things, to prevent the entry of competitors who might primarily be happy to have a look at the books.
3) Mediation and business support
When concluding contracts, setting up companies, registering entries or liquidations, it is advisable to call in external experts or, in some cases, even legally required: These include, for example, notaries, lawyers, business mediators and, of course, management consultants in order to support the company holistically in all phases of business management. Some management consultants even have business mediator training, others work with cooperation partners to ensure a friction-free separation of the founders.
4) Acquisition of shares and financing
In the event that individuals withdraw, the question naturally arises as to whether new shareholders should be brought on board as replacements, or whether existing shareholders should expand their holdings. The decision-making power could possibly also change considerably as a result. In addition, the question of financing usually arises in the course of “buying out”. In the case of certain corporate forms, each transfer of a business share must also be entered in the commercial register.
5) Consistent assessment as a starting point
A fair valuation of the company or the relevant company share is a good starting point for the subsequent negotiations between the shareholders about the actual transfer fee. Experience has shown that conclusive calculations do not at least give any of the parties involved the feeling that they are being cheated. The annual reports already available are often only of limited use as a benchmark, especially since the data they contain reflect the past. This is of course even more important in times of pandemic. In contrast to an AG, open companies or small GmbHs do not have to submit any annual reports. Entries of business figures in the commercial register, if required at all, are often only made one year after the end of a financial year - or even later.
A neutral view and business expertise pay off
“Both founders and long-established traditional companies can benefit from management consulting in all phases. The business expertise and neutral view from the outside ensure that the companies are optimally supported in the implementation of their plans ”, says Mag. Martin Puaschitz, chairman of the Vienna Expert Group for Management Consulting, Accounting and Information Technology (UBIT).
Photo: Mag. Claudia Strohmaier (professional group spokesperson for management consulting in the UBIT Vienna specialist group) © Anja-Lene Melchert
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