First and foremost, as GreenPool is a company which wants to launch a product requiring lots of funds, it is preferable to choose a juridical form which will provide us with limited liability. Limited liability is needed because the shareholders do not want to be held liable if there were any issues with the service we are setting up. In addition, GreenPool is a French company. Therefore, we should not take the form of a Société en nom collectif (“SNC”) which is the typical form of a society with unlimited responsibility.
At the beginning, there are at least 10 founding shareholders without taking into account the potential investors to which some shares will be granted. Thus, we have 4 potential options: the Société en commandite (“SC”), the Société à responsabilité limitée (“SARL”), the Société par actions (“SA”), the Société par actions simplifiés (“SAS”). We should not choose the SA form because it is mostly for listed companies complying with lots of mandatory rules. The SC form could be a good choice because it allows to keep the chairmanship in the hand of the founding partners while integrating new shareholders which bring capital but will not be able to be appointed as directors. However, in this situation the founding partners would be liable beyond their assets initially invested.
Therefore, our company will take the form of a SAS, it is better than an SARL because there are almost no mandatory rules except the fact that there need to be a president appointed at the head of the company (pursuant to Article L.227-6 of the French Commercial Code). It is important to note that because GreenPool is an SAS, it will not be able to offer financial securities to the public nor have its shares admitted for trading on a regulated market (pursuant to Article L.227-2 of the French Commercial Code). However, it will not be a problem because if the company grows and needs to find funds in the financial markets, it will just have to turn into a SA (a qualified majority will be required to turn into an SA).
Almost all the rules applicable to GreenPool will be determined by the statutes which allows a lot of flexibility.
The share capital of GreenPool amounts to 100 000€ (we should distinguish between cash and non-cash contribution). This share capital is calculated on the basis that all the founding shareholders will bring 10 000€ into the company.
The companies’ tax (« IS ») will be applicable by default as we will not opt for the tax on the revenue (« IR »).
GreenPool will be headed by a president. Moreover, there will be two deputy heads called directeurs adjoints. One of the deputy head will be in charge of the partnerships with eco-friendly companies and the other one will be in charge of the supply and maintenance of the bins. Furthermore, there will be a special Council with the president and the two deputy heads which will have a consultative role on specific matters.
If a shareholder were to be involved publicly in some non-environmental-compliant activities he or she would be excluded from the company. The shareholder would be informed 7 days prior to its convocation so as to defend himself if he wishes to do so. The shares’ price will be estimated by an expert appointed under the procedure set up by Article L.1843-4 of the French Civil Code.
When a shareholder wants to sell its shares, the other shareholders have a right of pre-emption. It means that the shareholder has to notify the other shareholders of its intention to sell its shares before he proceeds to the selling. He should include information such as the name of the potential buyer and the price of the shares. The shareholders have 3 months to decide if they wish to exercise their pre-emption right.
II – Capital and Shareholders
Introduction
In order to realise our project, we will need money. So it is important to understand how a Start-up finance itself. We are aware that raisings funds requires strategic thinking and a real preparation.
1- How does a Start-up finance itself ?
We will have to look for investors such as Business Angels and investment funds, who will increase our social capital. In exchange, they will get a part of the capital. Usually, these investors wants the start up to succeed and they hope to sell the Start-up at a higher price in the future, in order to make benefit.
There are four elements that we should consider:
- The amount of money raised
- The kind of investor (individuals, Venture Capital)
- Company valuation (or the number of shares that investors accept to give in exchange of the funds)
- The shareholders agreement (It explains the relationship between the founders and the shareholders)
We can also think about other ways to finance our start up but they are less usual, such as:
- Public subventions
- bank loans
- Start-up contests
2- Advantages and disadvantages of fund raising
It is important for us to understand the different issues and consequences of fund raising.
The advantages of the fund raising that we aim are:
- we will benefit from funds to develop our project
- we may have supportive investors
- we will have precise and clear goals and report to the investors how we progress
The disadvantages are
- we will lose a part of the control
- It takes time and energy to raise funds
- we will have to find an exit strategy for the investors (sell, redemption of shares)
3- Our plan to raise money
First, We will agree about an amount that all the founder will put to finance the startup. It is really important. It is a way to commit each founder. However, This money is not enough. We can aim to bring 10 000 € each.
Secondly, we can raise money from Venture Capital actors. As our project is environment-friendly, we can aim to raise funds from Green tech VCs, such as Start green. “StartGreen Capital manages two Venture Capital funds: the StartGreen Sustainable Innovation Fund and the StartGreen Consumer Products Fund. Both funds have a focus on innovative entrepreneurs aiming to commercialise a sustainable technology or to accelerate its growth.”
Finally, we can participate to Start-ups contests, where the best ideas are rewarded by funds. We intend to participate to the Green Alley Award. “The Green Alley Award was initiated in 2014 by Green Alley Investment GmbH in cooperation with Germany’s crowdfunding pioneer – Seedmatch. After three successful competitions, we look forward to getting to know as many green ideas as possible. Young entrepreneurs across Europe are called upon to share their innovative insight into the circular economy. So far, we have already built a strong alliance of European partnerships with extensive experience. In 2017, we aim to get even more partners on board in order to change the world into a more sustainable place.” I believe that we have our chances to win, as our project is innovative and intends to have a positive social impact on the society.