Bringing in a capital partner has become a key strategy for driving growth and innovation in a company. This figure, who provides financial resources without direct involvement in the company’s day-to-day management, allows companies to diversify their sources of financing and optimise their financial structure.
GM Tax Consultancy offers a comprehensive service to advise and accompany companies and entrepreneurs throughout the process of integrating capital partners, ensuring planning under current regulations and efficient asset management.
What is a capital partner?
A capital partner is an investor who, in exchange for a stake in the company, contributes capital without getting involved in operational management. This type of partner is clearly different from an industrial partner, whose main role is providing liquidity and financial resources.
The investment can be made through contributions of share capital, participatory loans or specific financial instruments, which allows the company to obtain the necessary impetus to develop new projects or expand its operations without relinquishing administrative control.
| Share capital contributions are financial contributions made by partners to a company, either at the time of its incorporation or subsequently, to form the share capital. These contributions may be monetary (in cash) or non-monetary (economically valuable assets or rights). They serve to start and maintain the business, act as collateral against third parties and determine each partner’s share in the company. |
| Participating loans are a form of financing in which the lender receives, in addition to a fixed interest rate, a share of the profits of the financed business. They are useful for supporting companies, as repayment depends on the success of the company, and they are considered more flexible than traditional loans. |
| Specific financial instruments are contracts or agreements that represent assets for the investor and liabilities for the issuer. Examples include shares, bonds, investment funds, etc. |
Advantages of having a capital partner
Bringing in a capital partner has benefits at both the strategic and operational levels:
- Liquidity: The injection of capital allows for the financing of expansion projects, infrastructure modernisation or the development of new products, reducing dependence on internal resources or bank financing.
- Risk diversification: By having external sources of financing, the company can mitigate financial risk and optimise its balance sheet structure, which translates into greater long-term stability.
- Access to networks and knowledge: Many capital partners, in addition to providing capital, offer experience and strategic contacts in the sector, facilitating commercial alliances, mergers or acquisitions that enhance growth.
- Tax optimisation: Bringing in a capital partner can improve the company’s tax position. Proper structuring of the transaction allows, for example, the deduction of certain expenses and investments, contributing to a reduction in the tax burden. This is undoubtedly essential in today’s competitive environment.
Responsibilities and rights of the capital partner
Although their role is predominantly passive in day-to-day management, capital partners have rights and responsibilities that protect their investment:
- Participation in strategic decisions: Depending on the company’s articles of association and the agreements reached, the capital partner may have the right to vote at general meetings. This allows them to participate in decisions of major importance without interfering in day-to-day operations.
- Right to information: It is essential that the investor receives regular reports on financial performance and business strategies. This right to information ensures that the partner can assess the development of the investment and propose adjustments to the strategy if necessary.
- Right to dividends: The return on investment is reflected, among other things, in the distribution of dividends. The capital partner is entitled to receive a proportionate share of the profits under their percentage shareholding and the agreed distribution policy.
- Investment protection: Shareholder agreements and articles of association often include clauses that ensure the protection of the capital invested. These clauses may provide for preferential rights in the acquisition of new shares or situations of sale, offering a safety net for the investor.
The balance between capital contribution and non-intervention in management allows the relationship to be mutually beneficial and a clear and efficient governance structure to be maintained.
Tax and legal aspects
The entry of a capital partner into a company involves a series of legal and tax considerations that must be addressed with precision to avoid conflicts and maximise the benefits of the operation:
- Corporate structure: It is essential to clearly define the terms of the investment in the articles of association and shareholder agreements, including the percentage of ownership and the rights inherent to it. The Capital Companies Act establishes the regulatory framework that protects both the company and the investor, ensuring transparency and legal certainty.
- Tax implications: The investment may generate significant tax advantages, such as the possibility of deducting certain expenses related to financing. However, it is also necessary to take into account the treatment of dividends and capital gains, aspects that require detailed analysis and adequate tax planning.
- Shareholder agreements: To prevent potential future conflicts, it is advisable to draw up shareholder agreements that precisely establish the conditions for the transfer of shares, the dividend policy and exit clauses. These agreements are essential instruments for ensuring the stability and good governance of the company.
- Legal protection: The figure of the capital partner has regulatory backing that facilitates dispute resolution and protects the investment. Adequate legal advice is essential to ensure that all legal obligations are met and that the corporate structure remains in compliance with current regulations.
The figure of the capital partner represents a strategic opportunity for companies seeking to grow and consolidate without relinquishing control of their operational management.
However, for the integration of a capital partner to be truly successful, it is essential to have comprehensive advice covering both the corporate structure and tax and legal aspects. At GM Tax Consultancy, we provide companies with a team of specialists dedicated to guiding companies and entrepreneurs through every step of the process, from initial financial analysis to the implementation of governance and communication strategies.
