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View Full Version : Director Loans Vs. Share issue


CSBob
25th September 2010, 00:00
Situation:

Ltd company, 2 directors, 1000 shares split 50/50, long software development period funded entirely by large director loans, no other debts at all. The loans are shown (in the latest accounts) as amounts falling due within one year.

Software development period coming to an end and close to launch (and about bleedin' time, too!) but the company is obviously technically insolvent at this moment in time due to the lack of revenue and large director loans.


Problem:

We are somewhat concerned that initial sales efforts may be unfairly hampered by the seemingly-dismal financial status, despite the fact that for obvious reasons neither Director is actually very likely to be demanding their money back - at least until the company is perfectly capable of repayment without any problem.

Options:

1. Simply hope it won't make too much of a difference to early sales before the end of November (our year end), then submit those accounts very quickly as we expect (hope) our finances will at that point show the company in a much better position - or at least no longer technically insolvent.

2. Defer (?) some or even all of the company debt for 3 or perhaps 5 years, to show intent.

3. A share issue (?) to effectively wipe out some or all of the debt.

...Any other options of which I'm unaware?

(NB: Some of my layman's terminology may not be quite accurate, but I'm sure the smart people know what I'm talking about in each case!)

We do have an appointment with our own accountant in mid-November, prior to our year end, to discuss these and other matters, but lately the potentially harmful effect of our seemingly-insolvent current financial position has weighed quite heavily on my mind - hence writing this at almost 1am.

I would very much welcome some advice, and perhaps a brief analysis of the main pros & cons of each of the above options (and any others I may have missed).

In particular, how much difference would option 2 make to an "outside perception" of our finances as viewed through Companies House, in comparison to option 1?

Many thanks.

Truemanbrown
26th September 2010, 17:07
Can I ask what have done with the costs of developing the software. Are you taking the cost straight into this year's profit and loss account. Or are you showing it as an intangible fixed asset?

CSBob
26th September 2010, 22:16
Thanks for spotting this.

The development cost to date is shown as an intangible fixed asset.

jim_price
27th September 2010, 08:24
Just a couple of headline points.

If your primary concern is the appearance of the balance sheet, and I imagine, ability to access debt funding for the next stage, then capitalising the loans would seem to be the way to go. It demonstrates strong commitment to the company, and will obviously reduce the level of gearing. The flip side is that as equity holders you would be last in the queue should the company have to be wound up.

On a more positive note should the market launch go well and cash is being generated it is now much more straight forward to reduce the company's share capital (i.e. return funds to the shareholders) than it was before.

It the issue is troubling you so much why not bring forward the appointment with your accountant?

CSBob
27th September 2010, 11:14
Hi Jim, many thanks for sharing your thoughts.

Our primary concern is indeed the appearance of the balance sheet, but purely from a potential clients' point of view. At the moment we have no particular need for debt funding and hope to entirely avoid going down that route (and besides, something about a brick wall springs to mind).

It sounds like the option to capitalise the loans would be best as it appears that about 60% should be sufficient to take the books out of the red.

Just two questions on this, if I may:

1. Would this be less tax-efficient in the longer term (re: CGT)?

2. Could this actually be done before preparing the next year-end accounts at the end of November?

I am indeed giving serious consideration to bringing forward the appointment with our accountant, I'd just like to have a better grasp of our options and the various pros and cons before I do so, in order to properly understand his advice at that time. And should this differ from my own thoughts at that time, I would at least know to ask why!

Many thanks.

CSBob
30th September 2010, 11:00
Sneaky bump from several pages back in the hope of some advice on the above!

Thanks.

elainec100@cheapaccounting
30th September 2010, 11:42
I am indeed giving serious consideration to bringing forward the appointment with our accountant, I'd just like to have a better grasp of our options and the various pros and cons before I do so, in order to properly understand his advice at that time. And should this differ from my own thoughts at that time, I would at least know to ask why!

Many thanks.

I would suggest you do just that to get advice specific to your needs