Establishing and Changing Business Ownership Percentages

Ownership percentages are important because they determine what profits you’re entitled to from your business. They’re also important when you apply for a small business loan. Individuals who own at least 20% of the business must personally guarantee a business loan.

Because change can be overwhelming, especially when running a growing company and managing daily tasks, many small business owners put changing ownership shares on the backburner or opt to change ownership percentages informally. But taking the proper steps is important and the only way to ensure that your ownership stake in a company is protected. In this guide, we’ll explain the importance of ownership percentages and how to change your ownership stake.

Defining Ownership Percentages

Ownership percentages, as the name implies, are the stake each owner has in a business, as expressed by a percentage. Your ownership percentage depends primarily on how much money you contribute to the business, compared to the amount of money it will take to get the business off the ground. However, other factors, such as the amount of work you do for the business and the other types of resources you bring to the table, matter as well.

Your ownership share determines the amount of business profits you’re entitled to. It also determines the amount of losses you’ll be responsible for, so tread carefully. If the business takes a loss, and you’re a 70% owner, you’ll be hit with 70% of the losses.

How to Establish Ownership Percentages

Ownership percentages in a business should be established at the outset. When starting a business, you’ll need to agree to ownership percentages in your founders’ agreement that is signed by all owners. As we mentioned above, multiple factors can influence how ownership percentages are established.

For example, take the situation where you have two owners in a technology startup. The owners, Owner A and Owner B, decide that it will take $100,000 to fully capitalize the business. Owner A contributes $30,000 of the money to the business, but also brings valuable coding skills and contacts to investors. Owner B contributes $70,000 of the money to the business but brings no other resources. Since Owner A brings skills and contacts that will help the company grow, it could be reasonable for the owners to decide on a 50/50 ownership split.

If you have an S-corporation or C-corporation, you’ll need to specify the total number of shares for your company. If, for instance, your business has 1,000 shares, ownership of 300 shares would equal 30% ownership. Your founders’ agreement (which is usually part of the corporate bylaws) should clearly specify each owner’s name, the total number of shares, and the shares owned by each owner. Each owner should carefully review and sign the agreement, and it should be stored with other important business records.

Why Ownership Percentages Are Important

Ownership percentages are important for the obvious reason that they impact your profit potential. But that’s not the only reason they’re important.

Here are some reasons why ownership percentages matter:

• Ownership percentages determine how much profit you’ll make from the business
• Ownership percentages correlate with voting rights, though voting rights don’t have to match up exactly with ownership stake
• Ownership percentages impact your personal liability for a business loan (more on this below)
• The higher your ownership percentage, the more you can influence the priorities and processes of the business

Understanding your ownership percentage—and how to change it—can help you leverage significant influence over the future of your company.

Ownership Percentages and Business Loans

Ownership percentages become particularly important when applying for a business loan. In most cases, only owners with a 20% or higher ownership stake in a company have to sign a personal guarantee.

A personal guarantee is a promise to pay back a loan, backed by your personal assets. If your company defaults on a business loan, and the business’s assets aren’t sufficient to compensate the lender, the lender can come after the personal assets of anyone who has signed a personal guarantee. Personal assets include anything of financial value that you own—your house, car, retirement fund, your kid’s college fund. All of that will be fair game if your company can’t pay the lender back.

There’s a relationship between credit scores and personal guarantees too. By signing a personal guarantee, you’re tying your business finances to your personal finances. If you default on the loan, it will be reported to the credit bureaus and appear on your personal credit report, drastically lowering your credit score.

Personal guarantees come in different flavors. In an unlimited personal guarantee, every owner who signs is liable for up to 100% of the outstanding loan balance. Limited personal guarantees are more common and come in two types:

• Several limited guarantee – The amount for which each owner is liable can be a dollar amount or, more commonly, a percentage, often equivalent to each owner’s ownership stake. So if one owner has a 40% ownership percentage and defaults on the loan after signing a several limited guarantee, the lender can seek repayment from the owner’s personal assets for up to 40% of the amount owed.
• Joint and several limited guarantee – Although each owner will be responsible for a predetermined portion of the loan, if one of the owners disappears or can’t pay off his or her portion, the lender is allowed to chase after any of the other owners for the full amount of the loan. In other words, a joint and several guarantee doesn’t offer you protection from your partners, especially if you have the most appealing personal assets.

Usually, signing a personal guarantee is a non-negotiable requirement of qualifying for a business loan. Occasionally, lenders will waive personal guarantees for silent partners—partners who invest in a business but don’t actively participate in the business. If you’re an active participant in the business with a 20% or higher ownership percentage, however, expect to sign a personal guarantee.

Why Change Ownership Percentages in a Company?

Now that you have a basic understanding of what ownership percentages are and why they’re important, it’s a good time to consider some common reasons why you might need to change ownership percentages. Here are some typical situations:

1. You’re putting more money into the business than other owners.

Say, for example, you started your company with a friend or family member, and you each initially contributed an equal amount to start your business. As the company grows, more capital is needed, and you have the money to contribute but your partner does not. You decide you want to contribute the funds, but you’d also like a bigger stake in the company to account for your larger monetary investment.

2. You’re quitting your day job to work full-time for your new company.

In this situation, you and your partner each own 50% of the business. Up until now, neither of you has been able to afford to leave stable jobs to devote 100% to the growing business. Now, however, your personal life will allow you to take a risk, quit your job, and work at the company full-time. In order to do this, you’ll want to own more than 50% of the company.

3. You’re asked to join a business but they can’t afford to pay you.

This is a common scenario with small companies and a good opportunity to take a percentage of the company shares in exchange for your work. For example, say you’re a graphic designer and the company needs new logos. You have a valuable skill that doesn’t require that you quit your job, and can instead do some work on the side and get a percentage of the company’s profits.

4. You’re having trouble qualifying for a loan.

If your company decides to take out a small business loan, the lender will typically look at the financial qualifications of all owners holding more than 20% of the company. If you fall under this criteria, your credit will be considered, and you’ll likely be asked to personally guarantee the loan. In order to qualify for many business loans with lower interest rates, your credit score will also need to be above 620.

Sometimes businesses will opt to shift ownership percentages so that the company can access funds at the best interest rates. But this isn’t always a wise way to go, cautions Anna Dodson, partner at Goodwin Procter LLP.

Dodson also cofounded Goodwin’s Neighborhood Business Initiative in Boston, which provides pro bono business legal services to low-income entrepreneurs. Changing ownership percentages just for appearance’s sake for loan programs can get murky, especially when nothing else has changed in terms of your investment stake or the amount of work and capital (or other property) you’re contributing to the company, explains Dodson.

“If there is a big gap between how you actually do things within your business and what your organizational papers say, this could be a problem,” says Dodson.

Instead, you should consider seeking out a lender that will qualify you with your current ownership percentages. This may mean higher interest rates, and although this isn’t ideal, it could help you build better credit in the long-run. As your credit improves, you could pay off the higher-interest loan and eventually move into a better type of loan program without changing your ownership stake, according to Andrea Ierace, manager of lending at Accion East in Cambridge, Massachusetts. “At the end of the day, we don’t want to put anyone in debt,” says Ierace.

Changing Ownership Percentages

The process for changing the ownership percentage in a company depends on the structure of your business, so we’ll break it down by the three most common types of small businesses: S-corporations, C-corporations, and limited liability companies (LLCs).

How to Change Percentage of Ownership in a Corporation

S-corporations, which have a maximum of 100 shareholders, are a popular setup for small businesses because they avoid the double taxation of C-corporations. C-corporations are entities in themselves, meaning that the corporation itself has to pay taxes, and then the individual owners will have to pay taxes a second time on any dividends they receive. In an S-corporation, the company’s income is passed directly through to its shareholders, so taxes are only paid on the individual level.

There are four steps involved in changing the percentage of ownership among corporate shareholders:

1. Assess your current ownership stake – Clarify exactly how much your company is currently worth and the value of your shares. Changing ownership percentages will also affect your taxes, and a tax attorney can help guide you through these steps.
2. Decide how to change ownership percentages – Decide whether you want to buy more shares from the company or from your partners. Buying shares from the company means that your partners will still keep the same number of shares, but their ownership percentages will decrease because there will be more shares in the shareholder pool. Your number and your percentage will then increase. This kind of transaction will require a stock purchase agreement. Buying shares from your partners means that their number and percentage will both decrease and yours will increase. This requires a stock repurchase agreement.
3. Record the stock percentage transfer – In order to do this, either you or your attorney will cancel your original stock certificate and issue new ones reflecting the updated numbers. Those numbers, as well as the numbers of the certificates, should then be written in the company’s stock ledger.
4. File updated incorporation paperwork – File updated paperwork with your state so that they can officially recognize the new ownership percentages. If your incorporation records aren’t squeaky-clean, a court is allowed to “pierce the corporate veil“ and hold you personally liable for business debt.

How to Change Ownership Percentage of LLC

If your business is an LLC, you’ll need to refer to your LLC operating agreement that you drew up and signed when setting up your business. This agreement will include buy-sell provisions that specify how owners can transfer membership units (the LLC equivalent of stock) among themselves.

With an LLC, you probably won’t need to file updated paperwork with your state, but that depends on whether or not your original incorporation paperwork included the names and ownership percentages of your partners. If it does, you’ll need to fill out an amendment with the new names and percentages. Read over your operating agreement carefully to make sure all of its provisions still apply, and if not, revise it. Finally, you can issue new membership certificates to all owners that reflect the new percentages.

Sound complicated? Your best bet is to consult the professionals—lawyers and tax attorneys—because every business, document, and state is slightly different. They’ll make sure that you understand and fill out the necessary paperwork. They’ll also advise you on whether or not signing a personal guarantee makes sense given your specific personal financial situation.

Changing Ownership Percentages Example

Let’s illustrate with an example.

John and Jimmy are partners with a new seasonal landscaping business. Jimmy, who owns 30% of the company, has a personal credit score of 620. John owns 70% and has a stellar credit score of 700. Both of these credit scores are pretty good, so they shouldn’t have trouble receiving approval for that $50,000 loan they need in order to purchase new equipment.

Because they both hold more than 20% of the company, their lender will need each to sign a personal guarantee. But Jimmy has a wife and three teenage kids, and he knows that if he signs the personal guarantee and their new business fails, he might have to worry about his house and children’s college funds. Understandably, Jimmy doesn’t want to sign and put his family at risk.

In this situation, one option would be to transfer 15% of Jimmy’s ownership percentage to John, so that he no longer has to sign a personal guarantee.

How do they do that?

Remember that the process depends on the setup of the company. Their business is an S-corporation, so first, they consult their tax attorney, who can value their company’s stock. Then, with the help of their lawyer, Jimmy transfers some of his shares to John using a stock repurchase agreement. Their lawyer destroys their old stock certificates, issues them new ones, and updates their company stock ledger. Finally, Jimmy and John file their new information with their state’s Secretary of State.

Once all of these steps have been completed, they can apply for a loan. Now that John owns 85% of the company and Jimmy only 15%, Jimmy’s off the hook for signing a personal guarantee. Of course, Jimmy is only entitled to 15% of the profits now.

The Bottom Line

Though selling or taking on more ownership stakes in your company might feel like a deeply interpersonal process, it also needs to include a bit of paperwork to be done right. Whether you decide to sell your ownership shares to a partner, buy your partner’s ownership shares, or have your company create more ownership shares, make sure you make it official with the four steps we highlighted in this guide.