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Eric Duport Jaramillo
One of the most important chapters of the Family Protocol is the mechanisms to ensure that the family patrimony is not put at risk. To this end, shareholders must agree on a set of rules that govern the relationships of family members to each other and to third parties in terms of access to share capital, transfer of shares and valuation among others. policies.
The construction of this chapter of the protocol should generate a reflection among its members on the possibility of opening the social capital to third parties, in certain percentages, which can bring, in addition to resources, knowledge on the stakes. Keys to the future of the company, or if on the contrary, the will will be to keep 100% of the capital in the hands of the family, with the consequences that it can have, if they do not want not have a long-term vision, with sufficient economic reserves that allow the development of strategic projects for the company. This decision, which seems simple, involves taking a responsible position vis-à-vis the future of the company and the family itself.
Once this point is resolved, it is necessary to define who can be a partner of the company and by what mechanism. Indeed, it is not enough to say that only family members can access the property, since it will be necessary to specify to what degree of kinship, if the right of preference applies to the transmission shares between family members. how, in the acquisition of shares, once the right of preference has been exhausted between the same shareholders.
Next, the discussion of the economic patrimonial regime of each of the present and future shareholders with their respective esteem partners must be put on the table in order to establish the means of avoiding that, in the event of liquidation of marital succession or in fact, the actions are found in the hands of third parties, strangers to the family. Although this is an uncomfortable issue to raise with the spouse, the fact of having been defined by the family as a whole, releases the responsibility of the one who should propose it, as a precondition to marriage. But, on the other hand, if the person who is obliged to propose it does not do so, the sanction must also be determined, which will mean to distance the new partner from the company, without this implying a family rejection. or emotional.
This chapter also sets out the type of actions that family members will have, by regulating the political and economic rights that will correspond to each one. This, in addition to contributing to estate planning and tributary, allows to regulate who will be able to represent shareholders, for example in general meetings, where what needs to be controlled, is access to information by people other than family
In case it is necessary to buy shares of a family member or a third party, the most just thing is to determine preliminary rules for their evaluation, including criteria, objective and equitable elements. In this way, the risks of conflicts or demands on the company and its shareholders will be reduced.
These are just some of the items that family members should discuss about property rules and who seek to protect built heritage with the founder's effort. Reflection on these issues should be accompanied by an expert consultant who, in addition to raising the different regulatory alternatives, also explains its implications with concrete examples of the experiences of other business families. successful or failed precisely because they did not discuss it.
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