Different ways of raising money
Choosing between issuing shares and borrowing
Q1:How do I choose between issuing shares and borrowing to raise money?

There are important differences between issuing and borrowing, both in the process you will have to follow for each and the consequences for your and of raising money in this way.

In making your choice, you need to decide what is most important to you and your business. If for example it is essential for you that the ownership of your is unaffected by the fund-raising, you will have to choose borrowing. If however it is more important for you to have an investor on whose interests are aligned with yours and who is actively engaged with your business, you should choose issuing .

The key differences between issuing and borrowing, to be able to compare the two, are the impact of each on:

  1. the process you need to follow – see Q&A 2;

  2. your 's ownership – see Q&A 3;

  3. your 's board – see Q&A 4;

  4. your 's cash-flow – see Q&A 5;

  5. required for the money raised (see Q&A 6) and ' personal liability (see Q&A 7); and

  6. tax – see Q&A 8;

  7. changing the agreed terms – see Q&A 9; and

  8. whether a investor or lender is more likely to engage with your business after providing funding – see Q&A 10.


Impact on a company's ownership – shares v borrowing
Q3:What is the impact on my company's ownership if I choose to issue shares or borrow?

If maintaining the current ownership of your is important you should borrow as this does not usually impact on ownership, whereas by issuing you will automatically reduce the percentage ownership of the existing .

What percentage ownership your 's existing are left with after are issued to a new investor will determine the control they will exercise over your , subject to what may be agreed separately with the new investor in a .

Assuming you have adopted the and that any with a new investor does not say otherwise, if after issuing to the new investor your 's other are left with which amount to:

  1. more than 50% of the total, they will be able to control the without the investor's approval as holders of a majority of a 's are able to appoint and remove; or

  2. 75% or more of the total, they will be able to pass without the investor's approval which means, for example, being able to change your 's of association or to disapply ' ; or

  3. less than 50% of the total, they will not be able to block any such as to appoint or remove a ; or

  4. 25% or less of the total, they will not be able to block any as holders of 75% or more of the can pass .

What the investor will be able to do on their own will depend on how many votes they exercise.

See Issuing a company's first shares for further guidance on significant shareholding percentages.


Impact on the Board – shares v borrowing
Q4:What is the impact on my company's board if I choose to issue shares or borrow?

You need to think about whether you want to appoint an outsider to your board as part of the fund-raising process. If you do, you will favour issuing over borrowing. Lenders will not generally want to be appointed to your whereas most types of investor will want this, and indeed certain types of investor (such as business angels and or venture capital funds) will require this.

If an investor becomes a as well as , the investor will have all the rights (as well as responsibilities) which go with the office of , such as being given notice of , having the right to vote at (which will impact on decisions) and access to information on your .

Having an investor on your may be very helpful to you and your business. They will be someone with whom you can decisions and bounce ideas, and they may also be someone who brings skills and experience not previously available to your .

See Board and shareholder decisions for information on what decisions are made by a 's and the process a should follow.


Impact on cash-flow – shares v borrowing
Q5:What is the impact on my company's cash-flow if I choose to issue shares or borrow?

One of the key disadvantages to you of borrowing compared with issuing is that a lender will want to be repaid and until then will expect to receive regular interest payments on their loan; this will directly impact on your cash-flow. You will also need to be confident that your will be able to generate sufficient cash-flow to meet these interest payments and repayments, in addition to the day-to-day requirements of the business.

On the other hand, whilst a person who invests in might expect at worst not to lose the money they invested and will hope to receive and make a profit on their investment, your is not generally compelled to pay anything back to its unless it has available profits.

A lender can sue your to recover its loan and will usually have power to appoint a receiver or , or to your , if you fail to pay what is due. Generally a cannot sue to recover their investment.


Security and shareholders' personal liability – shares v borrowing
Q6:Will it make a difference to security if I choose to issue shares or borrow?

Another key disadvantage of borrowing is that most types of lender will require in case payments under the loan are not made when due. They will ask your to give over its assets and often they will also ask one or more of your to give a which in some cases will be secured over their personal assets. A new investor, on the other hand, cannot receive for their in your .

Another significant advantage of issuing over borrowing is that a lender will commonly require for its loan whereas a cannot receive from your for their investment.


Q7:What is the impact on personal liability of my company's shareholders if I choose to issue shares or borrow?

Despite your not being able to provide for its , existing may still incur personal liability to a new investor.

Under the typically entered into with a new investor to record the terms of their investment, most types of investor will expect to see personal from your 's as well as your . These will typically cover matters such as making sure timely information is provided to the investor, obtaining the investor's consent for specified matters, and not competing with the business. The new investor may also want warranties from the . If a any of these or warranties, they may be personally liable to the investor.

A new investor may also ask some or all of your 's to invest more money in your as a condition to their investment.

See Choosing and approaching new share investors for what different investors typically look for in this respect and see Agreeing terms for a new share investment for more information on these and warranties.


Impact on tax – shares v borrowing
Q8:Will it make any difference to my company's tax position if I choose to issue shares or borrow?

A key advantage of borrowing over issuing is that interest which your pays on a loan to the lender is generally speaking (and with exceptions) deductible for tax purposes, whereas which your pays on its to your are not tax deductible.

If however your 's meet the conditions for giving tax relief to a investor under one of the schemes such as , or , this may to broaden the pool of available investors. See Preparing a business to raise money for information on the conditions your will need to meet for these tax reliefs to be available to new investors and, if it does meet these, what reliefs will be available.

Tax is generally outside the scope of this service and if you need tax advice you should speak to an expert who specialises in the area of tax relevant to you.


Changing agreed terms – shares v borrowing
Q9:If I wish to change the terms agreed to raise money, will it be easier if my company has issued shares or borrowed?

Generally speaking, it is a more straightforward process to change the terms of a loan than to change the terms of you have issued.

If you have raised money for your business by borrowing, whether you can change the terms of the loan (for example, to bring forward or put back the repayment date) is a contractual question and will depend on what the loan agreement says and the attitude of the lender.

However, there is a specific legal process to follow if you want to alter or vary the rights attached to . You will need consent from the whose rights are being changed, in addition to consents which may be required under any in place. For access to a specialist lawyer who can assist you if you are seeking to vary or alter the rights attached to , you can use our Ask a Lawyer service.

You should note that a loan which your owes to a lender may, subject to the lender's agreement, be converted into in your but issued by your cannot generally speaking be converted into a loan.


Comparing how share investors and lenders engage with businesses
Q10:How will a share investor or lender engage with my business after we have raised money?

Another possible benefit to your business of issuing over borrowing is that a investor is more likely to engage with your business on a regular basis than a lender.

A well chosen investor can be very helpful to your business in a number of ways:

  1. by providing finance in the form of a shareholding in your and therefore risking their capital, their interests will be aligned with your 's in that they will want your business to grow profitably so that their as well as those of existing will increase in value;

  2. they may have skills and experience not currently available to your business and they may be able to make introductions and contribute to your strategy;

  3. if they go on your they will be able to contribute to discussions and as an outsider may be suitable to chair , especially as a 'neutral' voice where your has a number of and ; and

  4. they are a possible source of finance when your business needs further funding.

Someone who solely provides finance to your business by lending, on the other hand, is unlikely to be a and therefore their interests are less likely to be aligned with your 's. Their principal concern will be repayment of the loan and receipt of interest payments until then. However do not underestimate what a bank or other lender can contribute to your business. The , for example, will:

  1. have extensive experience of lending to businesses in the same sector as your business;

  2. be interested in building a long-term relationship with you and helping your business grow profitably; and

  3. have very deep pockets if further funding is required.