Shareholder Protection

For many business owners, running a company is a time consuming and complex affair. Attention is rarely paid to what might happen if a shareholder dies, or becomes seriously ill.

In the interests of financial security, business stability, and continuity – particularly for private limited companies where there may only be a small number of principal shareholders – it is essential to provide a safety net following the loss of a shareholder:

  • Shares may go to the deceased’s family, who may have little interest in the business and would prefer a cash sum
  • The other shareholders may want to retain control by buying lost shares – but may not have the resources to do so
  • The shares may be taken over by someone who does not share the company’s objectives – and may even be a competitor

The correct Insurance Policy allows for sufficient funds to be available in the event of the death or specified critical illness of a shareholder. This ensures that the company can continue to operate unhindered while the outgoing shareholder or their family receive fair compensation.

It provides documentation to enable the surviving shareholders to receive the funds free of tax under current legislation (tax year 2019/2020).

Benefits for shareholders

In the event of a shareholder’s death or specified critical illness, one of the most important things to your business is to ensure continuity. Shareholder Protection sets out the procedures and policies to help ensure that you retain control, and have the necessary funds to do so:

  • Arrange for the most appropriate transfer of shares to surviving shareholders, or the company, at a fair commercial price
  • Set up insurance policies to provide the funds to purchase the shares
  • Avoid having to draw on funds set aside for other purposes
  • Prevent the sale of shares to hostile parties, or competitors
  • Documentation to enable all transactions to be made tax-efficiently
  • Help maintain business stability and continuity
  • Help retain confidence of employees and customers

Partnership Protection

One of the great risks of a business partnership is that one of your colleagues may die, with his or her share of the business passing to someone else. That person may have little interest in the business or – at worst – may be hostile to your objectives. Equally a partner who suffers a serious illness may want to retain the option of continuing in the business or be compensated for their exit from the business.

The safety net is a pre-arranged scheme to ensure the surviving partners have enough funds to buy out the interest in the business, or compensate the deceased’s dependants.

The following range of options should be considered:-

  • Appropriate life cover to fund the purchase of the deceased’s interest in the business
  • Advice on a suitable agreement to ensure the partnership continues and the deceased’s dependants are compensated
  • Arrangements for partners who retire, or who fall seriously ill and are unable to work

Benefits to partners

In the event of the death or serious illness of one of your partners, you’ll want to ensure that the business continues as smoothly as possible. Partnership Protection sets out the procedures and policies to help you retain control:
Agreements, insurance, and trusts can be established to protect the business against the financial and practical implications of a partner’s death or specified critical illness

  • Arrangements which can help to ensure your partnership is not automatically dissolved
  • Helps to protect your business interests against hostile parties, or disinterested inheritors
  • Funds available to buy out the deceased’s interest in the business at fair market value
  • Continuity of business prosperity
  • Avoid the sale of assets to repay the departed partner’s interest in the business
  • Help retain confidence of employees and customers

Key Person Insurance

Key person insurance, also formerly called key man insurance, is an important form of business insurance. There is no legal definition for “key person insurance”.

In general, it can be described as an insurance policy taken out by a small or medium sized business to protect that business from potential financial losses that could arise from the death or extended incapacity of the member of the business specified on the policy. The policy’s term does not extend beyond the period of the key person’s usefulness to the business.

The aim is also to help protect the profits and facilitate business continuity. Key person insurance does not indemnify the actual losses incurred but provides a fixed monetary sum as specified on the insurance policy upon the insured person either dying or suffering a serious illness as defined in the insurance policy terms & conditions.

An employer may take out a key person insurance policy on the life or health of any employee whose knowledge, work, or overall contribution is considered uniquely valuable to the company. The employer does this to offset the costs (such as hiring temporary help or recruiting a successor) and losses (such as a decreased ability to transact business until successors are trained) which the employer is likely to suffer in the event of the loss of a key person.

Who can be a Key Person?

A key person can be anyone directly associated with the business whose loss can cause financial strain to the business. For example, the person could be a director of the company, a partner, a key sales person, key project manager, or someone with specific skills or knowledge which is especially valuable to the company.

Taxation Aspects

Based on a set of principles laid down in 1944 by the then Chancellor of the Exchequer, Sir John Anderson, the premiums paid will be allowed as a business expense for corporation tax purposes provided that:

  • The only relationship between the proposer and the life assured is that of employer and employee (except in the case of shareholding directors).
  • The plan is designed to cover loss of profits only.
  • The term of the insurance is reasonable – a 5 year term is normally acceptable but some local Inspectors will allow up to 10 years.
  • The employee does not hold a significant shareholding (less than 5% is probably insignificant).

Information regarding taxation levels and basis of reliefs are dependent on current legislation and individual circumstances, are not guaranteed and may be subject to change.