Structure and Separation

Thinking ahead about the structure of your corporate entities is vital to provide flexibility and adaptability in your future family business succession planning. Typically, our minds focus on taxation planning and risk mitigation when we are forming our corporate structures as any thoughts of succession are simply too distant. But to conceive a master plan which guides the structuring of entities can be invaluable even if the eventual result is the sale to outside persons.

Active Knowledge Question:

On what basis do you decide how to structure your various business activities and asset holdings?

Recently, I spoke to the importance of establishing strong controls around the wealth that will be transferred under your succession process. The goal is not to extend your grip over this wealth but rather to ensure harmony and equity is sustained across future generations.

A key aspect of control is the way in which you structure your businesses and assets as they are progressively acquired and added into your business portfolio. The key feature you are seeking is flexibility and adaptability, so grouping assets into a single entity is not the outcome you should seek.

Structuring can become a complex web and includes ownership, management, trading activities, supply chains, assets held and interconnections. Interconnections incorporate distributions, inter-company loans, charges and guarantees, and loans to and from family members.

So why would you seek flexibility and adaptability in your corporate structure? Simply so you can readily and cleanly separate out parts or elements of your various businesses and assets and either sell them, list them, transfer them to selected family members or even just close them down, without impacting all the other operations in your portfolio.

The simplest example that I can provide is a family with three children and extensive business and asset holdings. Two children were heavily involved in the business, and the third was not. The parents wanted to step away from the business but could not choose a single successor, and the family conflict was real. Fortunately, clear boundaries could be developed in the various activities, and the cost of restructuring was not great:

• The business operations and their related assets were divided into downstream and upstream, a strategic alliance formed and the two children who wanted to stay in the business each took ownership and management of one part allowing them to stay connected but also set their own future.
• Assets not connected with the businesses were sold and an equitable sum transferred to the third child who did not wish to be involved in the businesses.
• The parents were left with a wealth portfolio that would provide nicely for their future needs and which they will bequeath to a trust fund solely for the benefit of the grandchildren.

A master plan would have allowed these options to be clearer and evident, reduced succession costs and likely stopped the family conflict before it even started.

Your master plan would seek to incorporate:

• Identifying connections between key assets and activities and link them as a hub or channel.
• Create links that allow trading/strategic relationships to be built but ownership and risk to be separated.
• Ensure operational risks from one part of your business portfolio cannot flow to another.
• Be very conscious of how monies/cash flows through your structures and the linkages these transactions create, which can potentially transfer ownership and risk.
• Limit debt and associated guarantees to specific entities and avoid blanket secularization of debt where possible.
• Keep private and business assets separate.
• Protect core IP and investments from trading activities.

Such a master plan is simply good long-term planning which will enable the widest range of options as you begin to formulate your succession plans. When establishing and growing your business instruct your professional advisors to look to the future and create a master plan to guide the structure and separation of your business group activities.

'Orienteering Succession' is a guide to Family Business Succession crafted around a topographical map of the journey of succession to support across generational engagement. It seeks to support the creation of Deliberate Family Businesses - Across Generations.

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