营运环境越来越充满挑战，已是不争的事实，加上政府积极转型大马经济、推动大型发展计划，以及吸引外资来马扩展业务等，将使到中小企业面对人才竞争的窘境。
同时，政府为达到高收入国家而推出新政策，如最低薪金政策，这对中小企业造成很大的影响。
因此，企业已不能再怠慢，照着陈旧的方式经营业务，反而要跟随大市的变化，改变思维及营运模式，以及提升公司的效率及品牌。
机会是不会等人的，相反的，唯有做好准备才能迎接机会的到来。企业必须在这紧要关头加速改变自己，才能赶得上整个经济转变的步伐。
政府推行的最低薪金制度，对中小企业的冲击很大，也带出企业面对的挑战及隐忧。
从现在的营运环境来看，宏愿理财机构税务与财务规划总监拿督蔡兆源认为，思维模式非常重要。
他强调，企业可以经营传统业务，不过，必须以新的思维去经营这些业务。
“随着整个大环境及政府政策出现变化，中小企业已不能用太过传统的思维模式经营业务，企业必须脱离低成本模式，并从价值链来探讨企业的发展。”
除了产品素质不俗之外，品牌创造及市场行销，都能让企业迈向更高价值链的方向前进。
他说：“企业必须改变思维，尤其是在国家经济转型下，更被迫要跟随大市而改革。”
在政府走向先进国的目标时，人民将会追求更高薪酬。
然而，若企业无法改革，仍在低价劳工的营运模式，将导致公司无法支付更高薪酬，以及聘请更好的人才。
这成为中小企业最大的挑战。
坚持到底拼出成绩
在艰难的营运环境下，还是有不少企业做得不错。
“表现不俗的企业，都有一个共同点，就是坚持己见。一般上，都会决定自己认为对的事情，并努力达到目标，这让他们有独特的思维。”
同时，这些企业会不断创新，作出另类的推销方式。
虽然营运环境挑战连连，但是，蔡兆源表示：“事实来看，一切并不是那么灰。最重要是企业如何在充满挑战的营运环境下应付及面对问题，让公司走得更远。”
他认为，企业不能够走一步，看一步，而是要有长远的计划，否则很容易会迷失方向。
相比以前，现在的营运环境越来越艰难，但还是不乏变得越来越好的企业，如旧街场白咖啡（Old Town）、食之秘（Secret Recipe）、Rozel、新兴电器有限公司（SenHeng）等等。
中小企贡献愈加吃重
中小企业对国家经济而言，是非常重要的领域。
根据2012至2020年的中小企业发展大蓝图（SME Masterplan），政府未来将重点发展中小企业，并协助企业成长。
这个蓝图将是“改变游戏规则者”（Game Changer），促进中小企业对经济的贡献，从中发展和驱动中小企业到更高水平。
根据2011年普查报告显示，中小企业为国内生产总值（GDP）贡献了32.5%，政府预计在2020年时，将提高至41%。
同时，政府计划就业人数比重，从2010年的59%，在2020年提高至62%；而出口份额则从2010年的19%，扩大至2020年的25%。
6大高效益计划
此外，政府也列出6大高效益计划。
第一，简化整个企业申请及注册程序，加快成立新企业的时间及减少成本。
第二，科技商业化平台，建立一个全国性从概念到商品化的阶段管理平台，将中小企业及初创企业整合至全国革新系统
。
第三，中小企业投资方案，提振非金融领域的融资系统，提供中小企业的初期融资服务。
第四，走向出口方案，加速企业进军新市场，把公司国际化。
第五，催化剂计划，设立初期催化剂计划，全方位协助具备增长潜力及可能成为“本地冠军”的中小企业。
第六，兼容性创新，提升国内40%低收入群的地位，当局将提倡兼容性的革新措施，例如“目标大众的革新”以及“源自基层的革新”。
蔡兆源表示：“整个计划将为中小企业提供新的成长机会，同时，我认为这并非遥不可及的计划。”
中小企业4大挑战
1.人力资源
随着政府推动经济发展，以及开放市场吸引外资，导致人才竞争越来越激烈。目前，中小企业必须与政府机构、跨共企业、上市公司、邻国新加坡“抢人”。
因此，唯有能够提高支付薪酬的企业，才有选择员工的力量。
一直以来，人才与薪酬都是成正比的，因为薪酬将反映出老板对员工的重视程度。
他表示，除了以高薪酬吸引人才之外，公司必须建立利益分享模式，与员工一起分享成努力的成功。正所谓：财聚人聚，财散人散。
“目前是企业必须改革的紧要关头，因为当政府推动国家走向高收入国时，如推动启动计划（EPP）工程将需更多员工。政府制造就业机会将提高人才竞争，这是前所未有的现象。”
他进一步强调，员工是不会陪伴企业慢慢成长，相反的，员工会要求往更高处攀爬，取得更高的薪酬。
由于企业都在抢同一批表现最佳的人，这让仍停留在低价劳工成本的企业，只能够聘请到2或3线员工，导致企业失去竞争力。
2.创造品牌
品牌创造与寻找人才有密切的关系，这是企业必须留意的事情。
一家企业创造品牌及创新，将能够为物品及服务带来更高价值及盈利。品牌的重要性就是能够让市场分辨出企业的不同，让企业在市场上独一无二。
企业必须通过多项市场行销方式去吸引顾客，如广告及推广（A&P），但是这并不容易进行。
蔡兆源认为，最大的问题就是企业有没有建立品牌的想法，以及懂不懂得创造品牌。
在品牌效应下，产品本身会说话，吸引顾客的注意力，将减少对人的依赖。
不过，若品牌不够强，企业就必须依赖推销员不断推销产品。
同时：他强调：“与大型企业竞争时，有品牌及著名的中小企业比不出名的中小企业，更容易聘请到员工。”
3.资金
蔡兆源指出，目前，有很多公司，尤其是创业企业皆面对融资的问题。
政府为了鼓励新兴行业，如绿色科技公司，所以提供贷款利息津贴。
不过，当绿色科技公司申请贷款时，商业银行却以一般评估公司财务和纪录方式来评估这些公司，导致这些公司很难申请到贷款。
因此，政府应该与商业银行协调，才能推动整个政策的发展。
此外，他也点出另一个融资难题。
即目前商业银行都不会承担所有的贷款风险，所以，会把风险分散给马来西亚信贷担保机构（CGC）。因此，这将促使贷款利息提高，并让营业成本走高。
因此，这对新企业成立的速度，带来很大的打击。
根据2012至2020年的中小企业发展大蓝图，大马新企业成立的速度，比其他高收入国还慢，部分原因是大马缺乏创业能力。
如果银行融资及政府提供援助金，将让企业受益。
4.科技运用
随着科技越来越发达，能否善用新科技也成为企业的挑战。
目前，世界各地都在推行企业资源规划（Enterprise Resource Planning，ERP）电脑系统，就是策划整个公司的运作。
ERP有助于实时追踪和监控整个生产过程，以及供应链的前后端，避免库存过多或生产进度落后等。
这项系统将能够提高企业与国内及海外企业的竞争能力。
不过，蔡兆源指出：“真正要推行这个系统并不容易，不只是因为资金的问题而已，整个系统的执行程序也会有问题。”
他认为，企业老板必须了解清楚自己的需要，以及员工是否有运用科技的能力。
目前，仍有很多中小企业对科技运用并不熟悉。
除了企业之外，员工提升也是非常重要的。
未来，员工将面对越来越复杂的工作，同时，工作趋势将从量转向质。
Showing posts with label 商业管理. Show all posts
Showing posts with label 商业管理. Show all posts
Saturday, September 7, 2013
Sunday, August 18, 2013
How to benefited from newly launch Limited Liability Partnership (LLP) in Malaysia - Peter Chen
The Companies Commission of Malaysia (SSM) launched the Limited Liability Partnership (LLP) on 5th February 2013, numereous briefing session has been organised by SSM, NGO and professional body. However, all the briefing and media coverage are on general issue and there is limited discussion on what other real benefit of using Limited Liability Partnership (LLP).
Generally, most briefing session and media coverage are on it Limited Liability Protection compare to General Partnership and sole proprietor yet it incorporation fee are much lower than a limited company ( Corporation in US) or a Sdn Bhd or Berhad in Malaysia. the briefing session and media coverage also cover it tax benefit but what's more?
First, let briefly discuss above:
Limited Liability Partnership (LLP) is an alternative business vehicle regulated under the Limited Liability Partnerships Act 2012 which combines the characteristics of a company and a conventional partnership.
Prior to the introduction of this Act, entrepreneurs who wished to do business had to either register themselves as a sole proprietor/ partner or a body corporate. The new Limited Liability Partnership Act 2012 introduces an alternative business vehicle namely, a Limited Liability Partnership (LLP), offering a hybrid of characteristics between a conventional partnership and a company.
LLP features the protection of limited liability to its partners similar to the limited liability enjoyed by shareholders of a company coupled, with the flexibility of internal business regulation through partnership arrangement similar to a conventional partnership.
Any debts and obligations of the LLP will be borne by the assets of the LLP and not that of its partners’. An LLP has the legal status of a body corporate which is capable of suing and being sued in its own name, holding assets and doing such other acts and things in its name as bodies corporate may lawfully do and suffer.
Difference between LLP and general partnership
In a general partnership, partners are jointly and severely liable for all business debts and obligations.
For example, if the partnership had incurred a debt and the debtor sues the partnership for the debt, all the partners will be named as party to the suit, notwithstanding that some partners are not involved in the debt.
The same goes if one partner is negligent; the rest of the partners may be liable for such a negligent act.
The LLP offers limited liability to its partners whereby any debts and obligations of the LLP will be borne by the assets of the LLP. Thus, the named party in a suit involving a LLP would be the LLP itself.
Fee
The fee for setting up for sole proprietor and partnership are RM30.00. (Follow name on identification card like hawker) or RM70.00 (Name other than on Identification card and partnership)
Before the launch of LLP. A person who want to operate a business with limited liability propection must form a limited company (Corporation in US) or a Sdn Bhd or Berhad. the Incorporation fee around RM2,000.00.
However, forming a LLP required RM500.00 now compare to RM2,000 for a limited company.
A limited company also need to file annual return and audited account yearly. It is a lot of money for a startup to pay audit fee to auditor and secretarial fee to maintain a Registered Address. However, sole proprietor and General partnership provided limited protection despite it lower set up fee. LLP required a Compliace Officer but it can be held by a partner himself and might save some secretarial fee. LLP also do not required to file audited account to SSM on timely basis. It can save on audit fee if all partner agreed that the account do not required to be audited. However, fellow partner would required the account to be audited. But, a startup can wait until profit of the partnership has generated enough profit before engaged an auditor to audited an backdated accounts. A limited company might not have such flexibility and might incurred some fine or compound by SSM even a startup has yet to be profitable and yet to generate enough profit to pay for audit fee or partner might want to close down the company if it is not feasible. Previous record show that 80% of startup will fail and have to close down within 5 years of operation and out of the 20% that survive. Another 80% would fail also. With such a high failure rate. It seem not advisable for a startup to incorporated a limited company as maintanace fee of limited company might aggravated their problem. Thus, LLP might be more suitable for a startup.
Tax advantage
LLPs also enjoy significant advantages over limited liability companies from a tax perspective. Similar to conventional partnerships, they are not an assessable entity for tax purposes and profits are treated as part of each partner’s personal income. Therefore, if the partner is an individual, his share
of income from the LLP will be taxed based on his personal income tax rate. A partner which is a corporate entity will be taxed at the prevailing corporate tax rate of 25%. Nevertheless, as non-tax-assessable entities, Nevertheless, as non-tax-assessable entities, LLPs do not enjoy corporate tax benefits which are normally available to limited liability companies.
Real benefit and advantage:
Now, come to benefit and advantage not cover by briefing and media. How can we fully ustilised the advantage of Limited Liability Parnership (LLP) other than the benefit above?
SSM website indicated that their target group including Venture Capital
Venture Capital
Base on FAQ on SSM's website , target group including Venture Capitals and it stated : "The LLP provides the flexibility of organizational arrangement through the partnership agreement whereas a company is subject to a more stringent compliance requirement."
further, it General Guidelines For Registration of Limited Liability Partnership And Related Matters stated :
The mutual rights and duties of the partners of an LLP and the mutual rights and duties of the LLP shall be governed by the LLP agreement .
However, in the absence of agreement as to any matter set out in the Second Schedule of the LLP Act 2012, provision of the Second Schedule relating to that matter shall apply.
This mean a partnership agreement have the flexibility on distribution of profit. Such flexibility not available in the Limited company (Corporation) Sdn Bhd and berhad. it has many of the flexibilities of the traditional partnership model and is not burdened by strict capital maintenance rules. Private equity funds have also adopted the LLP model, particularly given the flexibility
afforded for purposes of distributing profits earned on capital.
In US, a limited partnership (LP). LPs are used mainly by private equity (PE) funds and hedge funds. Typically the PE manager is the general partner with unlimited liability whereas the investors are limited partners.Jurisdictions which wish to attract such players into their financial markets would adopt the LP business model. Labuan has adopted both the LP and the LLP legislation. But these are for offshore players. This is because LLP are restricted to professional like lawyer, accountant and engineer only in some state of US whereas all other business must have a General partner who have unlimited liability. However, usually A corporation (limited company) will be make a General Partner to provide limited liability protection. For example. A fund management company will be incorporated as a corporation like ABC fund Management Limited or ABC fund Managment Sdn Bhd. These fund management company will become General partner of the fund. Like ABC Income fund, ABC balance Fund, ABC small capital fund. Then, investor of the fund will become limited partner of the fund whereas the fund management company despite a General partner of limited partnership. But are protected by a Corporation or a limited company.
However, in Malaysia, business other than professional like lawyer, Accountant and Doctor are allowed to use limited liability partnership. thus, all partner are limited partner and there is no partner with unlimited liability. Thus, we do not required to incorporated a limited company (Corporation) or Sdn Bhd as a General partner.Fund Manager can become a limited partner of the fund. The fact that SSM brochure, website, FAQ expressly stated that other than professional like lawyer, accountant and engineer. Other target group are venture capitals and startup SME.
How Warren Buffett used Limited Partnership?
If you read "Buffettology". The book have detail explaination how Warren Buffett used limited partnership to his advantage. When Warren Buffett started his first fund. He only have USD5,000.00. Other investor invested USD100,000.00. Thus, total capital of his first fund amounted to USD105,000.00. Thus, Warren Buffett only own less than 5% of his partnership. He cannot become controlling shareholder if he used a limited company,corporation, sdn Bhd, Berhad etc. However, he can become Managing Partner under LP's parnership agreement and other partner cannot involved in managment of the parnertship if they agreed in advance. This is one advantage of LLP over a limited company or a corporation.
If he form a limited company or a corporation. All profit are share base on your percentage of shareholding in your company. With just USD5,000 investment. He can't become second richest people in the world at one point as he only able to share less than 5% profit of the company. However, by using a limited partnership. It partnership agreement stated that all limited partner get minimum 6% of their capital. However, if profit more than 6% of capital. Managing partner or Warren Buffett able to get balance of the 25% of profit. A limited company or a corporation are very difficult to structure for a shareholder of less than 5% shares of the company to shares 25% of the balance 95% of profit of the company but this can be easily arranged under limited Liability partnership. Thus, from less than 5% capital account of Warren Buffett growth overtime as he reinvest all his profit to the partnership. Thus, he can slowly become the largest shareholder and become second richest man in the world at one point.
In US, he do not required to hold a fund management license if his parnership or his fund have less than 100 partner. However,I doubt SSM will approved it if you stated your nature of business as fund management and you do not hold a fund manager license. Of course, you can stated your nature of business as investment rather than fund managment like Warren Buffett but you still have to check the number of shareholder allowed. 100 in US and it might be lesser in Malaysia. Please consult your own lawyer. One safer bet is Venture Capitals as it still do not required a license like fund managment and it is expressly stated on SSM website, FAQ and brochure that venture capitals as it target group for LLP. Actually, other business also able to used this structure if investor or sleeping partner want to used share of profit to motivated his investee or entrepreneur by giving him a share of profit of 25% if he acheived minimum 6% return on capital. Whereas you do not have such flexibility if you used limited company or corporation.
How Angel Investor and Startup make used of LLP
In a startup environment. Usually, there is innovator,entrepreneur and Angel investor.
Sometime, entrepreneur and innovator might be same person. In some situation, innovator might not want to involved in day to day management and there is separated innovator and investor. However, usually entrepreneur or innovator might not have capital and required Angel investor.
Let say your business have 3 partners. Innovator, entrepreneur and Angel investor. Innovator will provide an Intellectual Property (IP) to the business, either a secret recipe for a restaurant business or a software he developed but he do not want to involve in day to day management of the business, or the other two partner feel he is not a good manager and do not want him to involve in day to day managment of the business. Thus, he only provide IP but no capital nor day to day managment of the company.
Entrepreneur will involve in day to day managment of the business but do not have capital nor recipe.
Angel investor will invest 200,000 in the company but he also do not want to involve in day to day mangment of the business, angel investor might have other business and want to get all the tax loss of the company, if any, to off set profit from his other business. Angel investor also demand that other partner will not share profit of the business untill he recoup all his capital plus 1.5 times of his capital. this mean profit of first few years will solely go to Angel investor until he recoup 300,000, then only innovator and entrepreneur able to share profit of the business.
It is very difficult to structure such distribution of profit under limited company (Sdn Bhd). Usually, under limited company (Sdn Bhd) If Angel investor get dividend. the other two partner must get dividend as well.
However, under LLP, such flexibility of distribution of profit able to be structure under LLP.
Let say all three partner agreed to share profit equally, but only after Angel investor recoup 1.5 time of his invesmtnet.
Illustration 1 :
Distribution of Profit
Under limited company (Sdn Bhd) :
Year 1 Year 2 Year 3 Year 4
(60,000) loss (30,000 )loss 300,000Profit 600,000Profit
Angel Investor (20,000) (10,000) 100,000 200,000
Innovator (20,000) (10,000) 100,000 200,000
Entrepreneur (20,000) (10,000) 100,000 200,000
Illustration 2 :
Distributution of Profit
Under limited Liability Partnership (LLP)
Year 1 Year 2 Year 3 Year 4
(60,000)loss (30,000)loss 300,000Profit 600,000Profit
Angel Investor (60,000) (30,000) 300,000 200,000
Innovator 0 0 0 200,000
Entrepreneur 0 0 0 200,000
Illustration 1 show that demand of Angel Investor might not be fulfilled and negotiation with Angel investor might fail.
However, under Illustration 2 , demand of Angel Investor able to be fulfilled. Angel investor also able to make used of tax loss of first few year to off set profit of his other business to minimise tax. The other 2 partner, Innovator and entrepreneur will get distribution of profit in year 4 only after Angel investor recoup 1.5 times of his investment. Thus negotiation with Angel might be more flexible for startup company.
The above of the arrangement are follow limited libility company (LLC) in US. Please consult your legal consultant/accountant or comliance Officer (Company secretary) whether this can be implimented in Malaysia or not and get professional to draft your LLP agreement to set up such structure.
Generally, most briefing session and media coverage are on it Limited Liability Protection compare to General Partnership and sole proprietor yet it incorporation fee are much lower than a limited company ( Corporation in US) or a Sdn Bhd or Berhad in Malaysia. the briefing session and media coverage also cover it tax benefit but what's more?
First, let briefly discuss above:
Limited Liability Partnership (LLP) is an alternative business vehicle regulated under the Limited Liability Partnerships Act 2012 which combines the characteristics of a company and a conventional partnership.
Prior to the introduction of this Act, entrepreneurs who wished to do business had to either register themselves as a sole proprietor/ partner or a body corporate. The new Limited Liability Partnership Act 2012 introduces an alternative business vehicle namely, a Limited Liability Partnership (LLP), offering a hybrid of characteristics between a conventional partnership and a company.
LLP features the protection of limited liability to its partners similar to the limited liability enjoyed by shareholders of a company coupled, with the flexibility of internal business regulation through partnership arrangement similar to a conventional partnership.
Any debts and obligations of the LLP will be borne by the assets of the LLP and not that of its partners’. An LLP has the legal status of a body corporate which is capable of suing and being sued in its own name, holding assets and doing such other acts and things in its name as bodies corporate may lawfully do and suffer.
Difference between LLP and general partnership
In a general partnership, partners are jointly and severely liable for all business debts and obligations.
For example, if the partnership had incurred a debt and the debtor sues the partnership for the debt, all the partners will be named as party to the suit, notwithstanding that some partners are not involved in the debt.
The same goes if one partner is negligent; the rest of the partners may be liable for such a negligent act.
The LLP offers limited liability to its partners whereby any debts and obligations of the LLP will be borne by the assets of the LLP. Thus, the named party in a suit involving a LLP would be the LLP itself.
Fee
The fee for setting up for sole proprietor and partnership are RM30.00. (Follow name on identification card like hawker) or RM70.00 (Name other than on Identification card and partnership)
Before the launch of LLP. A person who want to operate a business with limited liability propection must form a limited company (Corporation in US) or a Sdn Bhd or Berhad. the Incorporation fee around RM2,000.00.
However, forming a LLP required RM500.00 now compare to RM2,000 for a limited company.
A limited company also need to file annual return and audited account yearly. It is a lot of money for a startup to pay audit fee to auditor and secretarial fee to maintain a Registered Address. However, sole proprietor and General partnership provided limited protection despite it lower set up fee. LLP required a Compliace Officer but it can be held by a partner himself and might save some secretarial fee. LLP also do not required to file audited account to SSM on timely basis. It can save on audit fee if all partner agreed that the account do not required to be audited. However, fellow partner would required the account to be audited. But, a startup can wait until profit of the partnership has generated enough profit before engaged an auditor to audited an backdated accounts. A limited company might not have such flexibility and might incurred some fine or compound by SSM even a startup has yet to be profitable and yet to generate enough profit to pay for audit fee or partner might want to close down the company if it is not feasible. Previous record show that 80% of startup will fail and have to close down within 5 years of operation and out of the 20% that survive. Another 80% would fail also. With such a high failure rate. It seem not advisable for a startup to incorporated a limited company as maintanace fee of limited company might aggravated their problem. Thus, LLP might be more suitable for a startup.
Tax advantage
LLPs also enjoy significant advantages over limited liability companies from a tax perspective. Similar to conventional partnerships, they are not an assessable entity for tax purposes and profits are treated as part of each partner’s personal income. Therefore, if the partner is an individual, his share
of income from the LLP will be taxed based on his personal income tax rate. A partner which is a corporate entity will be taxed at the prevailing corporate tax rate of 25%. Nevertheless, as non-tax-assessable entities, Nevertheless, as non-tax-assessable entities, LLPs do not enjoy corporate tax benefits which are normally available to limited liability companies.
Real benefit and advantage:
Now, come to benefit and advantage not cover by briefing and media. How can we fully ustilised the advantage of Limited Liability Parnership (LLP) other than the benefit above?
SSM website indicated that their target group including Venture Capital
Venture Capital
Base on FAQ on SSM's website , target group including Venture Capitals and it stated : "The LLP provides the flexibility of organizational arrangement through the partnership agreement whereas a company is subject to a more stringent compliance requirement."
further, it General Guidelines For Registration of Limited Liability Partnership And Related Matters stated :
The mutual rights and duties of the partners of an LLP and the mutual rights and duties of the LLP shall be governed by the LLP agreement .
However, in the absence of agreement as to any matter set out in the Second Schedule of the LLP Act 2012, provision of the Second Schedule relating to that matter shall apply.
This mean a partnership agreement have the flexibility on distribution of profit. Such flexibility not available in the Limited company (Corporation) Sdn Bhd and berhad. it has many of the flexibilities of the traditional partnership model and is not burdened by strict capital maintenance rules. Private equity funds have also adopted the LLP model, particularly given the flexibility
afforded for purposes of distributing profits earned on capital.
In US, a limited partnership (LP). LPs are used mainly by private equity (PE) funds and hedge funds. Typically the PE manager is the general partner with unlimited liability whereas the investors are limited partners.Jurisdictions which wish to attract such players into their financial markets would adopt the LP business model. Labuan has adopted both the LP and the LLP legislation. But these are for offshore players. This is because LLP are restricted to professional like lawyer, accountant and engineer only in some state of US whereas all other business must have a General partner who have unlimited liability. However, usually A corporation (limited company) will be make a General Partner to provide limited liability protection. For example. A fund management company will be incorporated as a corporation like ABC fund Management Limited or ABC fund Managment Sdn Bhd. These fund management company will become General partner of the fund. Like ABC Income fund, ABC balance Fund, ABC small capital fund. Then, investor of the fund will become limited partner of the fund whereas the fund management company despite a General partner of limited partnership. But are protected by a Corporation or a limited company.
However, in Malaysia, business other than professional like lawyer, Accountant and Doctor are allowed to use limited liability partnership. thus, all partner are limited partner and there is no partner with unlimited liability. Thus, we do not required to incorporated a limited company (Corporation) or Sdn Bhd as a General partner.Fund Manager can become a limited partner of the fund. The fact that SSM brochure, website, FAQ expressly stated that other than professional like lawyer, accountant and engineer. Other target group are venture capitals and startup SME.
How Warren Buffett used Limited Partnership?
If you read "Buffettology". The book have detail explaination how Warren Buffett used limited partnership to his advantage. When Warren Buffett started his first fund. He only have USD5,000.00. Other investor invested USD100,000.00. Thus, total capital of his first fund amounted to USD105,000.00. Thus, Warren Buffett only own less than 5% of his partnership. He cannot become controlling shareholder if he used a limited company,corporation, sdn Bhd, Berhad etc. However, he can become Managing Partner under LP's parnership agreement and other partner cannot involved in managment of the parnertship if they agreed in advance. This is one advantage of LLP over a limited company or a corporation.
If he form a limited company or a corporation. All profit are share base on your percentage of shareholding in your company. With just USD5,000 investment. He can't become second richest people in the world at one point as he only able to share less than 5% profit of the company. However, by using a limited partnership. It partnership agreement stated that all limited partner get minimum 6% of their capital. However, if profit more than 6% of capital. Managing partner or Warren Buffett able to get balance of the 25% of profit. A limited company or a corporation are very difficult to structure for a shareholder of less than 5% shares of the company to shares 25% of the balance 95% of profit of the company but this can be easily arranged under limited Liability partnership. Thus, from less than 5% capital account of Warren Buffett growth overtime as he reinvest all his profit to the partnership. Thus, he can slowly become the largest shareholder and become second richest man in the world at one point.
In US, he do not required to hold a fund management license if his parnership or his fund have less than 100 partner. However,I doubt SSM will approved it if you stated your nature of business as fund management and you do not hold a fund manager license. Of course, you can stated your nature of business as investment rather than fund managment like Warren Buffett but you still have to check the number of shareholder allowed. 100 in US and it might be lesser in Malaysia. Please consult your own lawyer. One safer bet is Venture Capitals as it still do not required a license like fund managment and it is expressly stated on SSM website, FAQ and brochure that venture capitals as it target group for LLP. Actually, other business also able to used this structure if investor or sleeping partner want to used share of profit to motivated his investee or entrepreneur by giving him a share of profit of 25% if he acheived minimum 6% return on capital. Whereas you do not have such flexibility if you used limited company or corporation.
How Angel Investor and Startup make used of LLP
In a startup environment. Usually, there is innovator,entrepreneur and Angel investor.
Sometime, entrepreneur and innovator might be same person. In some situation, innovator might not want to involved in day to day management and there is separated innovator and investor. However, usually entrepreneur or innovator might not have capital and required Angel investor.
Let say your business have 3 partners. Innovator, entrepreneur and Angel investor. Innovator will provide an Intellectual Property (IP) to the business, either a secret recipe for a restaurant business or a software he developed but he do not want to involve in day to day management of the business, or the other two partner feel he is not a good manager and do not want him to involve in day to day managment of the business. Thus, he only provide IP but no capital nor day to day managment of the company.
Entrepreneur will involve in day to day managment of the business but do not have capital nor recipe.
Angel investor will invest 200,000 in the company but he also do not want to involve in day to day mangment of the business, angel investor might have other business and want to get all the tax loss of the company, if any, to off set profit from his other business. Angel investor also demand that other partner will not share profit of the business untill he recoup all his capital plus 1.5 times of his capital. this mean profit of first few years will solely go to Angel investor until he recoup 300,000, then only innovator and entrepreneur able to share profit of the business.
It is very difficult to structure such distribution of profit under limited company (Sdn Bhd). Usually, under limited company (Sdn Bhd) If Angel investor get dividend. the other two partner must get dividend as well.
However, under LLP, such flexibility of distribution of profit able to be structure under LLP.
Let say all three partner agreed to share profit equally, but only after Angel investor recoup 1.5 time of his invesmtnet.
Illustration 1 :
Distribution of Profit
Under limited company (Sdn Bhd) :
Year 1 Year 2 Year 3 Year 4
(60,000) loss (30,000 )loss 300,000Profit 600,000Profit
Angel Investor (20,000) (10,000) 100,000 200,000
Innovator (20,000) (10,000) 100,000 200,000
Entrepreneur (20,000) (10,000) 100,000 200,000
Illustration 2 :
Distributution of Profit
Under limited Liability Partnership (LLP)
Year 1 Year 2 Year 3 Year 4
(60,000)loss (30,000)loss 300,000Profit 600,000Profit
Angel Investor (60,000) (30,000) 300,000 200,000
Innovator 0 0 0 200,000
Entrepreneur 0 0 0 200,000
Illustration 1 show that demand of Angel Investor might not be fulfilled and negotiation with Angel investor might fail.
However, under Illustration 2 , demand of Angel Investor able to be fulfilled. Angel investor also able to make used of tax loss of first few year to off set profit of his other business to minimise tax. The other 2 partner, Innovator and entrepreneur will get distribution of profit in year 4 only after Angel investor recoup 1.5 times of his investment. Thus negotiation with Angel might be more flexible for startup company.
The above of the arrangement are follow limited libility company (LLC) in US. Please consult your legal consultant/accountant or comliance Officer (Company secretary) whether this can be implimented in Malaysia or not and get professional to draft your LLP agreement to set up such structure.
Friday, August 16, 2013
[转帖] 經典管理学
馬雲說：員工的離職原因林林總總，只有兩點最真實：
1、錢，沒給到位。
2、心，委屈了。
這些歸根到底就一條：幹得不爽。
員工臨走還費盡心思找靠譜的理由，就是為給你留面子，不想說穿你
帶團隊，你得問自己，人為什麼要跟著你混？
帶團隊做好這8條：
（1）授人以魚：給員工養家糊口的錢 。
（2）授人以漁：教會員工做事情的方法和思路 。
（3）授人以欲：激發員工上進的欲望，讓員工樹立自己的目標 。
（4）授人以娛：把快樂帶到工作中，讓員工獲得幸福 。
（5）授人以愚：告訴團隊做事情紮實、穩重，大智若愚，不可走捷
（6）授人以遇：給予創造團隊成長，學習，發展的機遇，成就人生
（7）授人以譽：幫助團隊成員獲得精神層面的讚譽，為成為更有價
（8）授人以宇：上升到靈魂層次，頓悟宇宙運行智慧，樂享不惑人
❶一流管理者：自己不幹，下屬快樂的幹；
❷二流管理者：自己不幹，下屬拚命的幹；
❸三流管理者：自己不幹，下屬主動的幹；
❹四流管理者：自己幹，下屬跟著幹；
❺五流管理者：自己幹，下屬沒事幹；
❻末流管理者：自己幹，下屬對著幹。
2.【九段管理者修煉】
一段：以身作則，戡為榜樣。
二段：幫助下屬，無私奉獻。
三段：教化下屬，為人師表。
四段：建立規則，打造團隊。
五段：高效激勵，領導思維。
六段：全面統籌，科學管理。
七段：運籌帷幄，決勝千里。
八段：機制勵人，文化凝人。
九段：組織制勝，天長地久。
3.【怎麼樣留住人才？】
❶必須給員工4個機會：做事的機會，賺錢的機會，成長的機會，發
❷ 必須經營員工4個感覺：目標感，安全感，歸屬感，成就感！
4. 【 什麼是培養人才？】
敢於給員工做事的機會，也能給員工犯錯的機會，這才是培養人才！
A、什麼是人才？做得了事，吃得了虧，負得了責就是人才！
B、什麼是領導？指引得了方向，給得了方法，凝聚得了人心就是領
C、什麼是使命？活下來是為了事業，能把命都使上去就是使命！
1、錢，沒給到位。
2、心，委屈了。
這些歸根到底就一條：幹得不爽。
員工臨走還費盡心思找靠譜的理由，就是為給你留面子，不想說穿你
帶團隊，你得問自己，人為什麼要跟著你混？
帶團隊做好這8條：
（1）授人以魚：給員工養家糊口的錢 。
（2）授人以漁：教會員工做事情的方法和思路 。
（3）授人以欲：激發員工上進的欲望，讓員工樹立自己的目標 。
（4）授人以娛：把快樂帶到工作中，讓員工獲得幸福 。
（5）授人以愚：告訴團隊做事情紮實、穩重，大智若愚，不可走捷
（6）授人以遇：給予創造團隊成長，學習，發展的機遇，成就人生
（7）授人以譽：幫助團隊成員獲得精神層面的讚譽，為成為更有價
（8）授人以宇：上升到靈魂層次，頓悟宇宙運行智慧，樂享不惑人
❶一流管理者：自己不幹，下屬快樂的幹；
❷二流管理者：自己不幹，下屬拚命的幹；
❸三流管理者：自己不幹，下屬主動的幹；
❹四流管理者：自己幹，下屬跟著幹；
❺五流管理者：自己幹，下屬沒事幹；
❻末流管理者：自己幹，下屬對著幹。
2.【九段管理者修煉】
一段：以身作則，戡為榜樣。
二段：幫助下屬，無私奉獻。
三段：教化下屬，為人師表。
四段：建立規則，打造團隊。
五段：高效激勵，領導思維。
六段：全面統籌，科學管理。
七段：運籌帷幄，決勝千里。
八段：機制勵人，文化凝人。
九段：組織制勝，天長地久。
3.【怎麼樣留住人才？】
❶必須給員工4個機會：做事的機會，賺錢的機會，成長的機會，發
❷ 必須經營員工4個感覺：目標感，安全感，歸屬感，成就感！
4. 【 什麼是培養人才？】
敢於給員工做事的機會，也能給員工犯錯的機會，這才是培養人才！
A、什麼是人才？做得了事，吃得了虧，負得了責就是人才！
B、什麼是領導？指引得了方向，給得了方法，凝聚得了人心就是領
C、什麼是使命？活下來是為了事業，能把命都使上去就是使命！
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