How to change your business structure before attracting an investor

Materials justifying investments in restructuring projects are recommended to be prepared in the form of a business plan (business prospectus) accepted all over the world, which should enable the investor to make a comprehensive assessment of the project and, first of all, show that investing in the project is profitable.

Currently, the following main Western methods for developing business plans are best known on the market:

* "UNIDO" (United Nations Industrial Development Organization) - for developing countries to prepare industrial feasibility studies and its electronic version COMFAR;

* WORLD Bank (World Bank for Reconstruction and Development);

* by Ernst & Young (international consulting and auditing firm).

The basis for all the above methods of drawing up business plans, which work in the conditions of the formation of the Ukrainian market, are the following sections:

The business plan is the basis for the restructuring project. It defines the goals and objectives that need to be solved in the process of restructuring, ways to achieve the set goals, the technical and economic indicators of the project, the assessment of the enterprise and its external environment.

Formation of a business plan makes it possible:

* determine the viability of the restructuring project in the current internal and external conditions;

* determine how the restructuring project should develop;

* present the financial costs of the project and determine the need to attract external investors, enable external investors to evaluate the effectiveness of the project.

Thus, the business plan is intended for the following categories of project participants:

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1. Business plan in modern business practice

1. The role of a business plan in the implementation of business projects

2. Description of the company LLC "Omega" and cafe "Retro"

2. Problems and shortcomings in the functioning of the cafe "Retro"

3. Designing Cafe Reorganization Actions

4. Break-even volume calculation

4. Calculation of performance indicators

4. Sensitivity analysis

5. Premises and equipment

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The relevance of the topic of the thesis is due to the fact that the qualitative transformation of the Belarusian economy on a fundamentally new basis necessitates the widespread use of business planning in order to improve the market functioning of Belarusian enterprises.

Issues of financial and economic management in the context of the transition to market relations are important among the whole complex of problems of socio-economic transformations. The stability of the development of the market economy in our country and the reduction of the transition period depend on their competent solution. The use of new forms of planning inherent in a developed market economy, in particular a business plan, which must necessarily be adapted to specific Belarusian conditions, seems to be especially significant here.

The specificity of the Belarusian economy, first of all, is that the formation of market relations is carried out at the junction of two paradigms, one of which is the paradigm of market relations, and the other is the system of planned economic management, preserved due to a certain inertia of economic thinking. As a result, there is a slowdown in economic reforms and a decrease in the efficiency of enterprises. At the same time, to this day, some heads of enterprises use the "old" methods of management, hiding behind the thesis of the continuity of management. Meanwhile, there are fundamental differences in the methods of managing the activities of business entities in the conditions of market and planned economic systems.

The modern economy of Belarus is distinguished by a significant increase in the degree of risk of entrepreneurial activity. The problem of risks is perhaps the most painful for entrepreneurs, since it makes business, in fact, little predictable. Risk analysis and management in a transition period requires a different approach than in a developed economy.

Another feature of the Belarusian economy is a high level of economic instability and a shortage of investment funds, underdevelopment of the investment sphere. Many domestic enterprises face the problem of survival. However, despite the complex of problems, they can not only survive, but also ensure sustainable, effective development with the help of both certain organizational solutions and appropriate methods and forms of economic management.

To get the Belarusian economy out of the crisis, a set of urgent measures is needed, among which the creation of an effective management system in all spheres of public life is of paramount importance.

In conditions of political and economic instability, the role of planning as the most important function of the firm's management increases significantly, and accordingly the importance of the validity of planned targets, without which the result of work may turn out to be zero. The formation of a market economy is closely related to the growth of competition, which in turn raises the question of responsibility for the decisions made, for the consequences of their implementation, for managers. The problem of risk management, taking into account the peculiarities of the Belarusian economy in transition, is of great complexity. The task of managing the liquidity of an enterprise also arose, since the problem of assessing its ability to timely and fully settle its obligations is becoming urgent. Therefore, in the planning process, various economic options should be substantiated that are adequate to the corresponding forecast scenarios for the development of enterprises. Moreover, the higher the level of uncertainty generated by instability, the more important planning becomes.

A business plan in such conditions becomes an important document that helps to highlight the main directions of the enterprise's functioning within a certain time period; it serves as a tool to improve the feasibility of various ideas and projects.

World experience shows that entrepreneurs can get loans only after a thorough analysis of their business plans. A businessman must be able to substantiate applications, convincingly prove that he will effectively spend the money received from the lender, will be able to return it on time and with interest.

Business plan for enterprise restructuring

Preparation of proposals for making decisions on the creation of new business entities on the basis of the property of a business entity.

11. Formation and approval of the list of property that is included in the authorized capital of a business entity and can be a contribution to the authorized capital of new business entities.

12. Analysis and evaluation of business proposals of potential partners-investors regarding their share participation in the creation of new business entities on the basis of the property of enterprises.

13. Development of business plans for the activities of new business entities, institutionally compatible with the enterprise.

14. Institutionalization of the adopted organizational and economic decisions (creation of new legal entities - economic partners of the enterprise).

15. Implementation of measures to pay off accounts payable and financial recovery of a business entity.

16. Monitoring the implementation of a comprehensive business plan for the restructuring of a business entity.

The business plan of a bankrupt enterprise in its essence must correspond to the resolution plan, since the resolution plan is the main strategic program document for the recovery of the enterprise from the crisis and contains a clear timetable for the implementation of the developed measures for restructuring debts and production of the enterprise. So, it seems to the author that the reorganization plan contains a strategic program for restructuring the business processes of the enterprise. The main purpose of the business plan in this case is to model the activities of the enterprise in the reorganization and post-remediation periods, or rather the development of a strategy and marketing justification of production and economic activities; justification of changes in the production, organizational, functional and administrative structure of the enterprise, analysis of risks and development of preventive measures to minimize them in the post-sanitation period; financial justification of the company's activities, starting from the date of the reorganization and in subsequent periods.

The structure of the business plan given below has been successfully tested at a number of Odessa enterprises in respect of which bankruptcy proceedings have been initiated (this structure is somewhat different from the approximate structure of the business plan, as it is specified for bankrupt enterprises).

Andrey Krupskiy, Managing Partner at Lemchik, Krupskiy & Partners. Structural and Tax Consulting "

What tasks did the author solve: creating a transparent business structure before selling a blocking stake to a strategic investor.

Due to what: changing the ownership structure of companies, forming a management company, creating subsidiary legal entities.

One of the most important stages of almost any project to attract an investor, strategic or financial, is the preparation of the legal structure of the business. This task was not spared by the group of companies "Our Everything!" *, ​​Specializing in the sale of toys and goods for newborns. The group includes several stores operating in different regions of Russia, as well as a wholesale trade division.

The business needed additional investments to develop its retail network. The owner's plans were to sell 25 percent plus one share to an investment fund with the option to buy back this share. It became clear to the management of the holding that it would not be easy to implement such a strategy immediately after the first meetings with potential investors. Despite the fact that from an economic point of view, such a deal was interesting to many funds, they were not ready to invest in a business that did not have a clear, stably functioning legal structure. Under the ideal structure, in the most simplified version, many investors mean the following scheme: the owner owns a company registered outside the Russian Federation, and that company, in turn, owns 100 percent blocks of shares (stakes) of legal entities operating in Russia.

In the group "Our everything!" the structure of enterprises was formed spontaneously. Many decisions were made on the basis of immediate tasks. For example, when it was required to open a new store, a new company was registered, the owner of which was formally a trusted person of the owner of the entire business. The real owner of the group owned only two organizations, on the balance of which there were buildings leased to the stores of the group. Another commercial property belonged to the owner directly, without the mediation of legal entities.

Each of the stores was represented by a legal entity, which in turn belonged to a separate company. The retail direction had two echelons of legal entities (see diagram 1). Also in the structure of the group there was a wholesale trading company that supplied goods to the stores of the holding and to wholesale buyers. Plus, the same company sold goods at retail, but through individual entrepreneurs, in fact, their own employees.

Scheme 1. Legal structure of the "Our Everything!" before conversion

The main goal of creating such a complex and absolutely non-transparent structure is to hide the existence of the holding from the tax authorities. According to the owner, it is much cheaper for a small store to resolve issues with inspectors than for a group with serious turnover. In addition, this structure of the holding allowed the use of a wide variety of tax optimization schemes. But this situation did not suit investors. The most promising of the investment funds, with which preliminary negotiations were held, formulated the following conditions:

• Acquisition of a share in the authorized capital of a company, which in fact will receive money from the sale of shares for subsequent investment in the development of the group and owning all. And it should also own all operating divisions, as well as key assets;
• guarantee of direct control over the use of investments and current economic activities.

In other words, in order to attract investor funds, it was necessary to build a structure in which all companies would be owned by one legal entity. This is a classic organizational pyramid, the top of which is a company registered in a foreign jurisdiction and directly owned by the owner of the business.

It must be admitted that it was not easy for the business owner to decide to restructure the legal structure of the business. Transparent relationships between the companies of the group, on the one hand, made the holding attractive for investors, on the other hand, it created additional tax risks. In particular, the risk of careful control of transfer prices by the tax authorities and related claims (Article 40 of the Tax Code of the Russian Federation). However, the group really needed some serious investment. Therefore, they did not postpone the reform.

First, a holding company was established in one of the foreign jurisdictions. The very “top of the pyramid” that indirectly owned all the enterprises and assets of the holding in the territory of the Russian Federation. This legal entity established two more foreign firms (see diagram 2). The first, as a result of all the transformations, became the owner of operating companies - shops and a trading house, and the second indirectly took ownership of real estate. This two-tier structure guarantees confidentiality to the owner.