add-on
DISCOVER OUR AUTOMATED EXTERNAL GROWTH SHARES
Get lower fees by linking our performance incentives to your long-term business outcomes.
The way you tell your story, position yourself, and holistically market your business can have enormous impacts on its valuation. These improved outcomes are exactly what the Automated External Growth Shares model is structured to reward. You allocate non-voting growth shares in your company to GoGorilla, with vesting triggered exclusively upon hitting predefined business milestones, so you enjoy lower fees from the start. Our FinTech integrates with a trusted third-party equity management platform to digitise share distribution and compliance, removing the traditional complexities associated with equity-based incentives.
This add-on is best suited for:
Private equity or venture capital-backed companies
Large businesses preparing for IPO within the next four years
Companies preparing for an exit within the next four years
Businesses looking to take on institutional funding
*This add-on is not available to white label resellers or their clients. To qualify for this optional incentive model, you must meet certain requirements.
*This add-on is not available to agencies or their clients. To qualify for this optional scheme, you must meet certain requirements.
HOW IT WORKS
We only earn equity in your business when we deliver measurable, performance-driven growth.
Growth shares are a form of non-voting equity compensation that only become valuable once your business exceeds agreed-upon performance milestones. By linking our financial incentives directly to your long-term marketing outcomes, we share the risk of scaling whilst keeping your upfront costs low. Here’s how it works:
Talk to an Expert
Talk to an Expert
01
Applying for our Automated External Growth Shares
We maintain our focus by selecting a limited number of applicants each quarter. To qualify for our growth share scheme, you must fulfil all of the following criteria:
You must have signed up for at least two core services or any enterprise service.
You must have been using our service for a minimum of 3 months.
02
Launching the Growth Share Model
We work closely with you to set up your share scheme and guide you through key actions such as obtaining a hurdle valuation, drafting legal documentation, and authorising a growth share pool. We integrate with third-party equity management technology to:
Facilitate a two-way integration with your Companies House profile
Enable e-signature functionality for key documents
Create your hurdle valuation and draft the Articles of Association
Create a new growth share authorisation once the resolutions are passed
Provide access to your digital cap table and automatically update it
03
Designing the Growth Share Model
After defining the growth share pool and hurdle rate, we use the equity management platform to design your share scheme template. This fully managed process includes:
Setting performance milestones: We agree on specific, measurable performance milestones that typically revolve around high-level business KPIs. These must be met within a specific timeframe and will serve as the share conditions.
Defining the vesting schedule: We help you customise your vesting schedule to set the timeline for GoGorilla to earn full ownership of non-voting shares. The percentage of shares that vest at each interval is automatically calculated based on your preferred frequency.
Adding and inviting GoGorilla: Once the share scheme is ready, just add GoGorilla as the recipient, send the invite, and the platform handles the rest.
04
Verifying the Milestone Achievement
As milestones are met within the agreed timeframe, GoGorilla earns shares according to the vesting schedule. Here's how it works:
Acceptance of growth shares: Once shares are accepted, GoGorilla pays the nominal value of the shares to formalise the transfer of ownership, with payment of shares occuring only upon a company sale, IPO, or when dividends are declared.
Share vesting: The platform automatically tracks and manages each tranche of shares as they vest upon achieving its unique set of milestones. Once the vesting period completes and the hurdle rate is met, GoGorilla gains full ownership of the shares.
GorillaMatrix® automated team profit distribution: Our fintech automatically distributes profits or dividends to team members based on who added the most shareholder value. This is determined using data from our client-success matrix and people-success matrix without unconscious bias.
05
Algorithmic Equity Distriubution
As milestones are met within the agreed timeframe, GoGorilla earns shares according to the vesting schedule. Here's how it works:
Acceptance of growth shares: Once shares are accepted, GoGorilla pays the nominal value of the shares to formalise the transfer of ownership, with payment of shares occuring only upon a company sale, IPO, or when dividends are declared.
Share vesting: The platform automatically tracks and manages each tranche of shares as they vest upon achieving its unique set of milestones. Once the vesting period completes and the hurdle rate is met, GoGorilla gains full ownership of the shares.
GorillaMatrix® automated team profit distribution: Our fintech automatically distributes profits or dividends to team members based on who added the most shareholder value. This is determined using data from our client-success matrix and people-success matrix without unconscious bias.
01
Applying for our Automated External Growth Shares
We maintain our focus by selecting a limited number of applicants each quarter. To qualify for our growth share scheme, you must fulfil all of the following criteria:
You must have signed up for at least two core services or any enterprise service.
You must have been using our service for a minimum of 3 months.
02
Launching the Growth Share Model
We work closely with you to set up your share scheme and guide you through key actions such as obtaining a hurdle valuation, drafting legal documentation, and authorising a growth share pool. We integrate with third-party equity management technology to:
Facilitate a two-way integration with your Companies House profile
Enable e-signature functionality for key documents
Create your hurdle valuation and draft the Articles of Association
Create a new growth share authorisation once the resolutions are passed
Provide access to your digital cap table and automatically update it
03
Designing the Growth Share Model
After defining the growth share pool and hurdle rate, we use the equity management platform to design your share scheme template. This fully managed process includes:
Setting performance milestones: We agree on specific, measurable performance milestones that typically revolve around high-level business KPIs. These must be met within a specific timeframe and will serve as the share conditions.
Defining the vesting schedule: We help you customise your vesting schedule to set the timeline for GoGorilla to earn full ownership of non-voting shares. The percentage of shares that vest at each interval is automatically calculated based on your preferred frequency.
Adding and inviting GoGorilla: Once the share scheme is ready, just add GoGorilla as the recipient, send the invite, and the platform handles the rest.
04
Verifying the Milestone Achievement
As milestones are met within the agreed timeframe, GoGorilla earns shares according to the vesting schedule. Here's how it works:
Acceptance of growth shares: Once shares are accepted, GoGorilla pays the nominal value of the shares to formalise the transfer of ownership, with payment of shares occuring only upon a company sale, IPO, or when dividends are declared.
Share vesting: The platform automatically tracks and manages each tranche of shares as they vest upon achieving its unique set of milestones. Once the vesting period completes and the hurdle rate is met, GoGorilla gains full ownership of the shares.
GorillaMatrix® automated team profit distribution: Our fintech automatically distributes profits or dividends to team members based on who added the most shareholder value. This is determined using data from our client-success matrix and people-success matrix without unconscious bias.
05
Algorithmic Equity Distriubution
As milestones are met within the agreed timeframe, GoGorilla earns shares according to the vesting schedule. Here's how it works:
Acceptance of growth shares: Once shares are accepted, GoGorilla pays the nominal value of the shares to formalise the transfer of ownership, with payment of shares occuring only upon a company sale, IPO, or when dividends are declared.
Share vesting: The platform automatically tracks and manages each tranche of shares as they vest upon achieving its unique set of milestones. Once the vesting period completes and the hurdle rate is met, GoGorilla gains full ownership of the shares.
GorillaMatrix® automated team profit distribution: Our fintech automatically distributes profits or dividends to team members based on who added the most shareholder value. This is determined using data from our client-success matrix and people-success matrix without unconscious bias.
01
Applying for our Automated External Growth Shares
We maintain our focus by selecting a limited number of applicants each quarter. To qualify for our growth share scheme, you must fulfil all of the following criteria:
You must have signed up for at least two core services or any enterprise service.
You must have been using our service for a minimum of 3 months.
02
Launching the Growth Share Model
We work closely with you to set up your share scheme and guide you through key actions such as obtaining a hurdle valuation, drafting legal documentation, and authorising a growth share pool. We integrate with third-party equity management technology to:
Facilitate a two-way integration with your Companies House profile
Enable e-signature functionality for key documents
Create your hurdle valuation and draft the Articles of Association
Create a new growth share authorisation once the resolutions are passed
Provide access to your digital cap table and automatically update it
03
Designing the Growth Share Model
After defining the growth share pool and hurdle rate, we use the equity management platform to design your share scheme template. This fully managed process includes:
Setting performance milestones: We agree on specific, measurable performance milestones that typically revolve around high-level business KPIs. These must be met within a specific timeframe and will serve as the share conditions.
Defining the vesting schedule: We help you customise your vesting schedule to set the timeline for GoGorilla to earn full ownership of non-voting shares. The percentage of shares that vest at each interval is automatically calculated based on your preferred frequency.
Adding and inviting GoGorilla: Once the share scheme is ready, just add GoGorilla as the recipient, send the invite, and the platform handles the rest.
04
Verifying the Milestone Achievement
As milestones are met within the agreed timeframe, GoGorilla earns shares according to the vesting schedule. Here's how it works:
Acceptance of growth shares: Once shares are accepted, GoGorilla pays the nominal value of the shares to formalise the transfer of ownership, with payment of shares occuring only upon a company sale, IPO, or when dividends are declared.
Share vesting: The platform automatically tracks and manages each tranche of shares as they vest upon achieving its unique set of milestones. Once the vesting period completes and the hurdle rate is met, GoGorilla gains full ownership of the shares.
GorillaMatrix® automated team profit distribution: Our fintech automatically distributes profits or dividends to team members based on who added the most shareholder value. This is determined using data from our client-success matrix and people-success matrix without unconscious bias.
05
Algorithmic Equity Distriubution
As milestones are met within the agreed timeframe, GoGorilla earns shares according to the vesting schedule. Here's how it works:
Acceptance of growth shares: Once shares are accepted, GoGorilla pays the nominal value of the shares to formalise the transfer of ownership, with payment of shares occuring only upon a company sale, IPO, or when dividends are declared.
Share vesting: The platform automatically tracks and manages each tranche of shares as they vest upon achieving its unique set of milestones. Once the vesting period completes and the hurdle rate is met, GoGorilla gains full ownership of the shares.
GorillaMatrix® automated team profit distribution: Our fintech automatically distributes profits or dividends to team members based on who added the most shareholder value. This is determined using data from our client-success matrix and people-success matrix without unconscious bias.
01
Applying for our Automated External Growth Shares
We maintain our focus by selecting a limited number of applicants each quarter. To qualify for our growth share scheme, you must fulfil all of the following criteria:
You must have signed up for at least two core services or any enterprise service.
You must have been using our service for a minimum of 3 months.
02
Launching the Growth Share Model
We work closely with you to set up your share scheme and guide you through key actions such as obtaining a hurdle valuation, drafting legal documentation, and authorising a growth share pool. We integrate with third-party equity management technology to:
Facilitate a two-way integration with your Companies House profile
Enable e-signature functionality for key documents
Create your hurdle valuation and draft the Articles of Association
Create a new growth share authorisation once the resolutions are passed
Provide access to your digital cap table and automatically update it
03
Designing the Growth Share Model
After defining the growth share pool and hurdle rate, we use the equity management platform to design your share scheme template. This fully managed process includes:
Setting performance milestones: We agree on specific, measurable performance milestones that typically revolve around high-level business KPIs. These must be met within a specific timeframe and will serve as the share conditions.
Defining the vesting schedule: We help you customise your vesting schedule to set the timeline for GoGorilla to earn full ownership of non-voting shares. The percentage of shares that vest at each interval is automatically calculated based on your preferred frequency.
Adding and inviting GoGorilla: Once the share scheme is ready, just add GoGorilla as the recipient, send the invite, and the platform handles the rest.
04
Verifying the Milestone Achievement
As milestones are met within the agreed timeframe, GoGorilla earns shares according to the vesting schedule. Here's how it works:
Acceptance of growth shares: Once shares are accepted, GoGorilla pays the nominal value of the shares to formalise the transfer of ownership, with payment of shares occuring only upon a company sale, IPO, or when dividends are declared.
Share vesting: The platform automatically tracks and manages each tranche of shares as they vest upon achieving its unique set of milestones. Once the vesting period completes and the hurdle rate is met, GoGorilla gains full ownership of the shares.
GorillaMatrix® automated team profit distribution: Our fintech automatically distributes profits or dividends to team members based on who added the most shareholder value. This is determined using data from our client-success matrix and people-success matrix without unconscious bias.
05
Algorithmic Equity Distriubution
As milestones are met within the agreed timeframe, GoGorilla earns shares according to the vesting schedule. Here's how it works:
Acceptance of growth shares: Once shares are accepted, GoGorilla pays the nominal value of the shares to formalise the transfer of ownership, with payment of shares occuring only upon a company sale, IPO, or when dividends are declared.
Share vesting: The platform automatically tracks and manages each tranche of shares as they vest upon achieving its unique set of milestones. Once the vesting period completes and the hurdle rate is met, GoGorilla gains full ownership of the shares.
GorillaMatrix® automated team profit distribution: Our fintech automatically distributes profits or dividends to team members based on who added the most shareholder value. This is determined using data from our client-success matrix and people-success matrix without unconscious bias.
01
Applying for our Automated External Growth Shares
We maintain our focus by selecting a limited number of applicants each quarter. To qualify for our growth share scheme, you must fulfil all of the following criteria:
You must have signed up for at least two core services or any enterprise service.
You must have been using our service for a minimum of 3 months.
02
Launching the Growth Share Model
We work closely with you to set up your share scheme and guide you through key actions such as obtaining a hurdle valuation, drafting legal documentation, and authorising a growth share pool. We integrate with third-party equity management technology to:
Facilitate a two-way integration with your Companies House profile
Enable e-signature functionality for key documents
Create your hurdle valuation and draft the Articles of Association
Create a new growth share authorisation once the resolutions are passed
Provide access to your digital cap table and automatically update it
03
Designing the Growth Share Model
After defining the growth share pool and hurdle rate, we use the equity management platform to design your share scheme template. This fully managed process includes:
Setting performance milestones: We agree on specific, measurable performance milestones that typically revolve around high-level business KPIs. These must be met within a specific timeframe and will serve as the share conditions.
Defining the vesting schedule: We help you customise your vesting schedule to set the timeline for GoGorilla to earn full ownership of non-voting shares. The percentage of shares that vest at each interval is automatically calculated based on your preferred frequency.
Adding and inviting GoGorilla: Once the share scheme is ready, just add GoGorilla as the recipient, send the invite, and the platform handles the rest.
04
Verifying the Milestone Achievement
As milestones are met within the agreed timeframe, GoGorilla earns shares according to the vesting schedule. Here's how it works:
Acceptance of growth shares: Once shares are accepted, GoGorilla pays the nominal value of the shares to formalise the transfer of ownership, with payment of shares occuring only upon a company sale, IPO, or when dividends are declared.
Share vesting: The platform automatically tracks and manages each tranche of shares as they vest upon achieving its unique set of milestones. Once the vesting period completes and the hurdle rate is met, GoGorilla gains full ownership of the shares.
GorillaMatrix® automated team profit distribution: Our fintech automatically distributes profits or dividends to team members based on who added the most shareholder value. This is determined using data from our client-success matrix and people-success matrix without unconscious bias.
05
Algorithmic Equity Distriubution
As milestones are met within the agreed timeframe, GoGorilla earns shares according to the vesting schedule. Here's how it works:
Acceptance of growth shares: Once shares are accepted, GoGorilla pays the nominal value of the shares to formalise the transfer of ownership, with payment of shares occuring only upon a company sale, IPO, or when dividends are declared.
Share vesting: The platform automatically tracks and manages each tranche of shares as they vest upon achieving its unique set of milestones. Once the vesting period completes and the hurdle rate is met, GoGorilla gains full ownership of the shares.
GorillaMatrix® automated team profit distribution: Our fintech automatically distributes profits or dividends to team members based on who added the most shareholder value. This is determined using data from our client-success matrix and people-success matrix without unconscious bias.
Talk to an expert
Talk to an expert
Talk to an expert
Talk to an expert
THE POWER OF EQUITY INCENTIVES IN NUMBERS
Businesses that share ownership tend to outperform those that don’t.
7%
Increase in share value
Increase in
share value
10%
10%
Median increase in
Median increase in
operating profits
operating profits
1 in 4
UK SMEs use equity
UK SMEs use equity to
to motivate employees
motivate employees
100+
Studies shown that employee
Ensures employee
ownership significantly
ownership significantly
enhances firm survival rates
enhances survival rates
EQUITY MANAGEMENT PLATFORM FEATURES
We simplify equity management so you can focus on growth with complete peace of mind.
Our integration with a trusted third-party equity management platform removes the complexity of managing share allocation and compliance. This ensures milestones are tracked, cap tables remain updated, and shares are issued efficiently, so you can focus on scaling your business.
Two-way Companies House integration
Digital cap tables
Issue shares digitally
Spend less time on paperwork,
more time on growth.
Our partner platform maintains a real-time connection to Companies House, the official registrar of companies in the UK. Every relevant change, such as creating new share classes or updating shareholder details, happens automatically and kept fully compliant without the manual paperwork. This streamlines various processes, including:
Bidirectional data flow: Updates in your official record are automatically synced with Companies House, and any changes at Companies House are instantly reflected in your digital cap table.
Simplified filings: The platform guides you through short prompts and electronically submits all required official paperwork.
Accurate official record-keeping: Continuous data synchronisation ensures your internal cap table and public filings always match.
Instant status checks: Access up-to-date shareholder and company details at a glance via a centralised dashboard.
Reduced admin overhead: Removing frequent form completions and manual cap table upkeep frees you to focus on higher-value strategic activities.
Two-way Companies House integration
Digital cap tables
Issue shares digitally
Spend less time on paperwork,
more time on growth.
Our partner platform maintains a real-time connection to Companies House, the official registrar of companies in the UK. Every relevant change, such as creating new share classes or updating shareholder details, happens automatically and kept fully compliant without the manual paperwork. This streamlines various processes, including:
Bidirectional data flow: Updates in your official record are automatically synced with Companies House, and any changes at Companies House are instantly reflected in your digital cap table.
Simplified filings: The platform guides you through short prompts and electronically submits all required official paperwork.
Accurate official record-keeping: Continuous data synchronisation ensures your internal cap table and public filings always match.
Instant status checks: Access up-to-date shareholder and company details at a glance via a centralised dashboard.
Reduced admin overhead: Removing frequent form completions and manual cap table upkeep frees you to focus on higher-value strategic activities.
Two-way Companies House integration
Digital cap tables
Issue shares digitally
Spend less time on paperwork,
more time on growth.
Our partner platform maintains a real-time connection to Companies House, the official registrar of companies in the UK. Every relevant change, such as creating new share classes or updating shareholder details, happens automatically and kept fully compliant without the manual paperwork. This streamlines various processes, including:
Bidirectional data flow: Updates in your official record are automatically synced with Companies House, and any changes at Companies House are instantly reflected in your digital cap table.
Simplified filings: The platform guides you through short prompts and electronically submits all required official paperwork.
Accurate official record-keeping: Continuous data synchronisation ensures your internal cap table and public filings always match.
Instant status checks: Access up-to-date shareholder and company details at a glance via a centralised dashboard.
Reduced admin overhead: Removing frequent form completions and manual cap table upkeep frees you to focus on higher-value strategic activities.
Two-way Companies House integration
Digital cap tables
Issue shares digitally
Spend less time on paperwork,
more time on growth.
Our partner platform maintains a real-time connection to Companies House, the official registrar of companies in the UK. Every relevant change, such as creating new share classes or updating shareholder details, happens automatically and kept fully compliant without the manual paperwork. This streamlines various processes, including:
Bidirectional data flow: Updates in your official record are automatically synced with Companies House, and any changes at Companies House are instantly reflected in your digital cap table.
Simplified filings: The platform guides you through short prompts and electronically submits all required official paperwork.
Accurate official record-keeping: Continuous data synchronisation ensures your internal cap table and public filings always match.
Instant status checks: Access up-to-date shareholder and company details at a glance via a centralised dashboard.
Reduced admin overhead: Removing frequent form completions and manual cap table upkeep frees you to focus on higher-value strategic activities.
Two-way Companies House integration
Digital cap tables
Issue shares digitally
Spend less time on paperwork,
more time on growth.
Our partner platform maintains a real-time connection to Companies House, the official registrar of companies in the UK. Every relevant change, such as creating new share classes or updating shareholder details, happens automatically and kept fully compliant without the manual paperwork. This streamlines various processes, including:
Bidirectional data flow: Updates in your official record are automatically synced with Companies House, and any changes at Companies House are instantly reflected in your digital cap table.
Simplified filings: The platform guides you through short prompts and electronically submits all required official paperwork.
Accurate official record-keeping: Continuous data synchronisation ensures your internal cap table and public filings always match.
Instant status checks: Access up-to-date shareholder and company details at a glance via a centralised dashboard.
Reduced admin overhead: Removing frequent form completions and manual cap table upkeep frees you to focus on higher-value strategic activities.
BUSINESS PERFORMANCE MILESTONE examples
Let's set milestones built for long-term value creation.
Let's crush your highest-level business goals. Milestone by milestone.
Let's crush your highest-level business goals. Milestone by milestone.
Let's crush your highest-level business goals. Milestone by milestone.
Our Automated External Growth Shares is built on the principle that performance should drive equity, not the other way around. By tying our compensation to specific, data-backed business milestones, we ensure that our team earns equity only when your company meets key growth milestones. Here are some practical examples of performance milestones using sample data:
Example annual performance milestones
Boost the combined conversion rate across all marketing channels by 15% over
Boost the combined conversion rate
Boost the combined conversion rate accross all marketing channels
across all marketing channels by 15%
one year.
one year.
Boost the combined conversion rate across all marketing channels by 15% over year one year.
by 15% over one year.
Achieve a 20% increase in revenue directly attributable to your efforts
Achieve a 20% increase in revenue
Achieve a 20% increase in revenue directly attributable to your
directly attributable to your efforts
over 12 months.
Achieve a 20% increase in revenue directly attributable to your efforts over 12 months.
efforts over 12 months.
Expand the email subscriber list by 30% over the course of a year.
Expand the email subscriber list by 30%
over the course of a year.
*Shares vest once a year with no initial cliff in this example, but each year’s results must be officially confirmed by directors before any equity is granted.
*This add-on is not available to agencies or their clients. To qualify for this optional scheme, you must meet certain requirements.
COMBINED Metrics examples
We work with you to define metrics that fuel immediate results and power long-term growth.
Let's crush your highest-level business goals. Milestone by milestone.
Let's crush your highest-level business goals. Milestone by milestone.
Let's crush your highest-level business goals. Milestone by milestone.
Our Automated External Growth Shares ensures we stay fully committed to your long-term business growth by tying equity rewards to measurable, high-impact milestones. However, it’s important to sustain momentum along the way. Many of our partners complement this with the Supplementary Success Bonus add-on, which incentivises continuous execution on a quarterly basis. We set combined business metrics across our core services (Paid Advertising, Social Media Management, and Email Marketing), so both near-term execution and long-term strategic growth are consistently tracked. Here are some examples of combined metrics we can set:
Example combined business metrics
Increase total marketing-attributed revenue by 5% each quarter, culminating
Increase total marketing-attributed revenue
Increase total marketing-attirubuted revenue by 5% each quarter,
by 5% each quarter, culminating
in a 20% annual rise.
in a 20% annual rise.
Increase total marketing-attributed revenue by 5% each quarter, culminating in a 20% annual rise.
culminating in 20% annual rise.
Boost repeat purchases by 5% each quarter, aiming for a total 20% rise
Boost repeat purchases by 5% each
Boost repeat purchases by 5% each quarter, aiming for a total
quarter, aiming for a total 20% rise
within 12 months.
Boost repeat purchases by 5% each quarter, aiming for a total 20% rise within 12 months.
20% rise within 12 months.
Reduce the blended cost per acquisition by 5% quarterly, targeting a 20%
Reduce the blended cost per acquisition
Reduce the blended cost per acquisition by 5% quarterly, targeting
by 5% quarterly, targeting a 20%
total drop by year-end.
Reduce the blended cost per acquisition by 5% quarterly, targeting a 20% total drop by year-end.
a 20% total drop by year-end.
*For each quarter that the target is met, a success premium of 15–25% is applied to your quarterly management fee. If these quarterly targets add up to meet the agreed annual or multi‑year target, the growth shares then vest as a milestone reward.
*This add-on is not available to agencies or their clients. To qualify for this optional scheme, you must meet certain requirements.
DISCOVER MORE INCENTIVES BUILT TO ELEVATE PERFORMANCE
Explore other ways to
incentivise outstanding performance.
Our incentive models are designed to align your goals with our team’s performance. Here are a few additional options to inspire even greater results:
Automated Team Profit Sharing
Automated Team Profit Sharing
Our FinTech combines your scoring and our internal data to algorithmically determine each team member's quarterly bonus. Our profit share only comes from your management fee, and we never take a cut of your revenue. Earn credits every time you score our team.
Performance Recognition Tips
Send a direct tip to a high performer or the entire team. Our FinTech uses real-time performance data to algorithmically distribute funds fairly. GoGorilla takes no cut, and the amount is entirely up to you.
Supplementary Success Bonus
Supplementary Success Bonus
We set realistic but challenging goals with you. If we surpass them, a premium is added to your fee. If not, you pay less. Our FinTech distributes the bonus to the team based on 360° performance data.
Frequently asked questions
All you need to know about our Automated External Growth Shares.
All you need to know about our Automated Growth
Share Scheme.
Overview of Growth Shares
○
What type of share option is involved?
Our equity incentive model utilises growth shares, a specific class of conditional, non‑voting equity designed to reward participants based on the future increase in the company's value. These shares are issued at a minimal nominal value and only become economically valuable when your company’s share price exceeds a predetermined hurdle rate. This structure ensures that growth shares reward future performance improvements and protect existing shareholders from dilution until significant growth is demonstrated.
Example: if the hurdle rate is set at £1.20 per share and the company is later sold at £5.00 per share, the economic benefit (the difference of £3.80 per share) accrues only if that hurdle is exceeded. If the company never exceeds £1.20, the growth shares remain essentially without value.
For example, if the hurdle rate is set at £1.20 and the company is eventually sold for £5 per share, GoGorilla will receive the difference between the sale price and the hurdle rate as payout (£5 - £1.20 = £3.80 per share).
○
Are shares issued to all GoGorilla team members or to GoGorilla as a company?
Growth shares are issued to GoGorilla as a corporate entity. Internally, our proprietary algorithmic engine distributes the associated benefits to our team members based on their measurable contributions to meeting the defined performance milestones. This approach streamlines the shareholding structure for your company whilst ensuring our team remains incentivised to try harder.
○
How much equity should we allocate for growth shares?
Typically, equity allocations for growth shares range between 1% and 5% of your total equity. This range is designed to provide meaningful incentives for external contributors whilst minimising dilution for existing shareholders, though the final allocation depends on the expected impact of our performance on your business.
○
Do we issue voting or non-voting shares?
In our growth share structure, non‑voting growth shares are issued to GoGorilla. This ensures that while our compensation is aligned with your business growth, your organisation retains full decision‑making authority.
○
Can I combine Automated External Growth Shares with the Supplementary Success Bonus add-on?
Absolutely. The two incentive models are designed to complement each other to ensure that you only pay more when our team meets your quarterly targets, whilst also giving us a stake in your company's future growth. With the Supplementary Success Bonus, each quarter that our team meets your predefined OKRs, a success premium is applied to your quarterly management fee. If these quarterly objectives add up to an agreed annual or multi‑year performance milestone, growth shares vest as an additional reward. This ensures that short‑term successes contribute directly to your business's long‑term growth.
To learn how this dual‑incentive approach can be customised for your business goals, please get in touch with us for more information.
Share Pricing & Valuation
○
What is the nominal value of shares, and how is it determined?
The nominal value (or par value) of a share is a statutory figure assigned to each share at the time of issuance, typically set very low (e.g., £0.01 or £1.00) to minimise upfront cost. This value is determined by your company, usually established by the board and documented in your Articles of Association with guidance from your legal advisors. This value is determined at the time of issuance and is separate from the share’s market or economic value, which only develops if the hurdle rate is exceeded.
○
How will the nominal value be paid to us?
Once GoGorilla accepts the growth shares via the equity management platform, we remit the nominal value directly to your company's designated bank account using your preferred payment method. Upon completion of this transaction, your company's authorised representatives must review and approve the share issuance on the platform, which automatically generates and submits the necessary SH01 form to Companies House on your behalf to update your share capital.
Please note that the third-party equity management platform doesn’t process the payment, but it alerts both parties to complete this transaction.
○
How do we price our shares?
Shares are priced through a self‑assessed valuation process on our trusted third‑party equity management platform. By submitting a hurdle valuation request, where you provide key financial metrics, market conditions, and industry benchmarks, the platform reviews your data and determines both the current fair market share price and a hurdle rate. This process creates a defensible valuation record, ensuring that growth shares only gain economic value when your company exceeds its current valuation, without requiring pre‑approval from HMRC.
○
What is a hurdle rate, and how does the valuation process work?
The hurdle rate is the minimum per‑share value that must be exceeded for growth shares to become economically valuable. It is established at issuance, usually at a 20–40% premium above your company’s current share price, and is determined through a formal valuation process using your company’s data and expert input via the partner platform. This ensures that only growth beyond the current valuation results in economic gain, thereby protecting existing shareholders.
Please note that milestones are not restricted to quarterly intervals. You have the flexibility to set milestones on a monthly, quarterly, or yearly basis, depending on your goals.
Vesting Schedules & Cliff Periods
○
What is a vesting schedule?
A vesting schedule is the timeline over which growth shares become fully owned (unconditional) by GoGorilla. This schedule can be entirely time‑based, performance‑based, or a combination of both, ensuring that equity rewards are linked to sustained contribution or achievement of specific targets.
A typical vesting schedule may look like this:
Without Cliff Period: Over one year, 25% of shares vest each quarter, provided corresponding quarterly milestones are met.
With One-Year Cliff: No shares vest during the first year. After this period, shares vest annually or quarterly, contingent upon the achievement of predefined milestones.
The specific structure of the vesting schedule can be tailored to align with your company's objectives and timelines.
○
What is a cliff period, and is it required?
A cliff period is an initial period during which no shares vest, serving as a probationary phase to confirm commitment. Although not mandatory, many companies choose a 12‑month cliff, especially in a 4‑year vesting plan, to ensure that equity is only awarded after a minimum period of contribution. The use and duration of the cliff can be tailored to your strategic needs.
Digital Cap Table & Companies House Integration
○
What is a digital cap table?
A digital cap table is an online tool that provides a real‑time, accurate view of your company’s ownership structure, including details such as shareholder identities, share classes, and transaction histories. It simplifies equity management and compliance reporting, making it easy to model different scenarios and track changes.
○
What is Companies House, and how does two-way integration work?
Companies House is the official registrar of companies in the UK, responsible for maintaining records of all registered businesses. Our partner platform features two‑way integration with Companies House, meaning that any changes you make on the platform, such as issuing, transferring, or cancelling shares, are automatically synchronised with the official Companies House records, ensuring accuracy and compliance without duplicate data entry.
Performance Milestones & Verification
○
What are business performance milestones?
Business performance milestones are specific, measurable, and time-bound targets that must be met for growth shares to vest. These milestones are documented in a digital Task Agreement and are typically aligned with key business objectives such as:
Revenue growth
Improve profit margins
Customer acquisition or retention figures
Other tangible, time‑bound targets (e.g., project completion dates)
The milestones are documented in the digital Task Agreement and are intended to ensure that equity rewards are only released upon demonstrable performance improvements.
○
What criteria do you consider to qualify our business performance milestones?
We look for clear, measurable, high-level objectives aligned with your strategic direction, such as set revenue figures, profit margins, customer acquisition numbers, or other operational targets. These metrics must be objectively measurable to ensure that milestones are unambiguous and verifiable. Typically, we agree on time-bound goals (quarterly, yearly) that reflect your real commercial ambitions.
○
How are performance milestones verified?
Milestones are verified internally by your company’s leadership. Once the performance target is reached, GoGorilla provides supporting performance data (e.g., detailed campaign reports, sales metrics, or analytics dashboards). Your designated team then reviews this data to ensure the milestones have been met before manually marking the milestone as achieved in the platform, which in turn triggers the vesting process.
These might only be payable if the shares have vested and if the company’s value exceeds the pre-set hurdle rate. The declaration of dividends is typically at the discretion of the company’s board and can be made annually, semi-annually, or on a different schedule based on the company's financial health and dividend policy.
○
What happens if performance milestones aren’t met?
If the agreed milestones are not met within the set timeframe, the corresponding growth shares will not vest and remain with your company. In such cases, unvested shares may be deferred or cancelled, as specified in the relevant agreements.
○
Could partial performance grant partial vesting if only some milestones are met?
Typically, each milestone is structured as an all‑or‑nothing target, meaning that only full achievement triggers vesting for that tranche. Partial performance generally does not result in partial vesting unless this has been explicitly provided for in the agreement.
○
How many milestones can we set, and how often can we update or change them?
Generally, three to five key milestones are defined at the outset, but the number can vary based on your vesting timeline and strategic objectives.
Shorter or more frequent schedules (e.g., quarterly vesting) might use fewer, more focused milestones.
Longer schedules (e.g., 2–3 years) can accommodate more complex or tiered targets.
Any adjustments to milestones must be formally documented and approved by your board or shareholders, as the terms are typically fixed once accepted.
○
What if we decide to end our partnership before a milestone is reached?
If you choose to end the partnership before a milestone is achieved, any unvested growth shares will typically revert to your company. The share terms will clearly specify the remedy, whether that involves full forfeiture, partial vesting, or another agreed-upon outcome, to ensure that only shares earned through completed performance milestones are retained.
Discounts & Fees
○
How much discount do we receive on services and when does it apply?
Once the growth share structure is launched and shares are issued, a mutually agreed management fee discount (e.g., a percentage reduction on your monthly fee) may be applied.This discount reflects the alignment of our compensation with long‑term performance and is determined as part of your commercial agreement with GoGorilla.
Future Events
○
Do growth shares impact future funding rounds or other equity incentive models?
Non‑voting growth shares typically do not hinder future funding rounds or the implementation of other equity incentive models (such as EMI options) because they are structured to participate only in the upside beyond your current valuation. However, major changes like issuing new preference shares or experiencing downrounds may require adjustments or an agreed “buyback” arrangement for the vested portion of the growth shares.
○
What if we have a partial liquidity event (secondary share sale) rather than a full company sale?
The agreed share terms can specify whether growth shares convert automatically or if you can transfer a proportional stake alongside other shareholders during a partial liquidity event. This ensures that only the value created above the hurdle is shared.
○
What happens if we raise another funding round or sell the company?
In future funding rounds, growth shares are designed to integrate into new equity allocations without altering the established conditions. In the event of a sale, IPO, or merger, our shares convert according to the pre‑agreed structure, ensuring that our participation reflects only the additional value created beyond the hurdle rate.
○
Are there any restrictions on transferring these growth shares once vested?
Growth shares are generally non‑transferable or subject to pre‑emption rights and board approvals, which ensures that any transfer of shares adheres to your company’s established rules and prevents unwanted third‑party acquisitions.
○
Can we buy back your shares if we no longer want you on the cap table?
Yes, a buyback clause or call option can be included in the share terms, allowing your company to repurchase growth shares at a pre‑agreed price or fair market value. This process, subject to board approval and in compliance with your Articles of Association, is fully supported by the equity management platform, which records the transaction and updates your cap table accordingly.
Taxation & Financial Considerations
○
How are growth shares taxed at issuance, vesting, and at exit?
Growth shares are issued at a nominal value with no immediate tax liability because they are considered “worthless” at the time of grant, so no Income Tax or National Insurance is due initially. More specifically:
At issuance: The shares are issued at a very low nominal value (e.g., £0.01), and because their economic value is tied to exceeding the hurdle rate, there is no immediate taxable gain. It is crucial that the hurdle rate is set at a modest premium (typically 20–40% above the current share value) to ensure the shares have no built‑in gain upon issuance; if set too low, HMRC might treat the difference as taxable income.
At vesting: Vesting itself generally does not trigger a tax event since no actual gain is realised when the conditional restrictions are lifted, assuming the shares were issued at full market value based on the hurdle. The shares remain conditional until the performance milestones are met, and their tax treatment only changes once they become unconditional.
At exit (or sale): When the shares are eventually sold or converted at a liquidity event (such as a sale, IPO, or merger), any benefit realised above the hurdle rate is treated as a capital gain, subject to Capital Gains Tax (CGT). This means that the increase in value (i.e., the difference between the exit price and the hurdle rate) is taxed at CGT rates, and that tax liability falls on GoGorilla as the shareholder.
Legal Documentation & Considerations
○
Do we need to hire a lawyer or accountant to set up the growth share model?
Our trusted third‑party equity management platform offers standard legal templates and guided workflows to help you update your Articles of Association, generate the necessary board and shareholder resolutions, and manage related filings. Many companies successfully set up their growth share structure using these tools, which are designed to streamline the process and minimise external legal costs.
However, setting up a growth share structure involves several critical compliance areas, including share class structure, regulatory filings, and tax compliance. Because these areas can be complex and must be tailored to your company’s specific circumstances, we highly suggest that you consult independent legal and financial advisors to review and finalise your documentation. This professional input helps ensure that all legal and tax obligations are met whilst leveraging the platform’s “compliance by design” tools.
○
What legal documents are required to set up the growth share model?
Setting up a growth share structure typically requires several key legal documents that are facilitated through standard digital templates on our trusted equity management platform, including:
Articles of Association (AoA)
Purpose: The Articles set out the rules governing your company’s operations and share capital. For a growth share structure, the AoA must include provisions that allow for the issuance of conditional growth shares, outlining specific rights, restrictions, and conditions (such as vesting rules, leaver provisions, and the mechanism for canceling or deferring unvested shares).
Provision: Our partner platform provides a standard set of model Articles that include the necessary clauses for growth shares (often referred to as “V shares” in their templates). Alternatively, if your company prefers to retain its current Articles, the platform can supply the specific growth share clauses for your legal advisor to insert into your existing document.
Task Agreement
Purpose: This agreement sets out the specific terms and conditions attached to the growth shares, including the vesting schedule, performance milestones, and any conditions for the shares to become unconditional. It also outlines what happens if milestones are not met or if the recipient leaves the company.
Provision: The platform includes a digital template for the Task Agreement. This template clearly details the agreed-upon performance criteria, vesting conditions, and other rights and restrictions.
Board Resolutions and Shareholder Approvals
Purpose: These documents are required to formally authorise the creation of a new class of growth shares and the issuance of such shares under the approved terms. They ensure that the decision to implement the growth share structure is approved by your company’s governing bodies.
Provision: The platform automates the generation of digital board and shareholder resolutions. These documents are then e‑signed through the platform, providing an audit trail and ensuring that all necessary approvals are in place.
Hurdle Valuation Report
Purpose: Although not strictly a “legal” document, the hurdle valuation report is essential because it sets the benchmark (hurdle rate) above which growth shares acquire economic value. This ensures that growth shares only benefit from future growth and that there is no immediate tax liability upon issuance.
Provision: You can request a hurdle valuation through the partner platform. Their in‑house team will review your company’s financial metrics and market data to produce a defensible valuation report, which is then recorded as part of the incentive model’s terms.
Additional Documentation (as needed)
Deed of Adherence: If your company has an existing shareholders’ agreement, new growth share recipients may need to sign a Deed of Adherence to agree to its terms. The equity management platform typically provides a template for this document.
Share Certificates and Transfer Forms: Once shares are issued, digital share certificates are generated automatically by the platform, and any subsequent share transfers or buybacks will be documented through standardised stock transfer forms generated on the platform.
Please note that whilst the third-party platform provides a near turn‑key solution, it is essential that you work with independent legal and financial advisors to review and finalise these documents to ensure full compliance with UK corporate laws and tax regulations.
○
How do you ensure the shares don’t dilute existing shareholders unfairly?
The growth share structure is designed to protect existing shareholders through the use of a hurdle rate, which ensures that:
Existing shareholders retain full value up to the current company valuation, meaning that growth shares only participate in any additional value created beyond that threshold.
If the company’s value does not increase, the growth shares have no economic impact, thereby safeguarding the baseline equity value already held by existing shareholders.
The updated Articles of Association and Growth Shareholder Agreement clearly define these protections, ensuring that any dilution only occurs proportionally in the upside, and not at the expense of the value already built by current shareholders.
Platform & Data Security
○
Does awarding shares to GoGorilla mean you can access sensitive financial or board-level information?
Awarding growth shares to GoGorilla does not grant us access to your company’s sensitive financial data or board-level information. Growth shares are issued as non‑voting equity, and our role is limited solely to fulfilling marketing milestones. Furthermore, we operate under strict confidentiality and non‑disclosure agreements (NDAs) to ensure that all your proprietary data and strategic details remain fully secure and confidential.
○
Is your partner platform regulated or secure for managing our equity?
Absolutely. Our trusted third‑party equity management platform is fully authorised and regulated by the Financial Conduct Authority (FCA) in the UK and employs a range of robust security measures to safeguard your equity and data. Key aspects include:
Regulatory Compliance and Data Protection: FCA‑regulated and fully compliant with GDPR, ensuring that data processing meets UK standards.
Infrastructure and Reliability: Hosted on Amazon Web Services (AWS) in the EU (using an Ireland data centre with backups in London), with multi‑zone redundancy to ensure continuous service even if one AWS zone fails.
Encryption & Data Security: All data in transit is protected by 256‑bit SSL/TLS encryption with HSTS enabled, and data at rest is encrypted to prevent unauthorized access.
Access Controls: Mandatory two‑factor authentication (2FA) and strict internal controls limit access to sensitive information, ensuring that only authorised personnel can access your data.
Please note that all technical details and risk management are handled directly by the partner platform.
Overview of Growth Shares
○
What type of share option is involved?
Our equity incentive model utilises growth shares, a specific class of conditional, non‑voting equity designed to reward participants based on the future increase in the company's value. These shares are issued at a minimal nominal value and only become economically valuable when your company’s share price exceeds a predetermined hurdle rate. This structure ensures that growth shares reward future performance improvements and protect existing shareholders from dilution until significant growth is demonstrated.
Example: if the hurdle rate is set at £1.20 per share and the company is later sold at £5.00 per share, the economic benefit (the difference of £3.80 per share) accrues only if that hurdle is exceeded. If the company never exceeds £1.20, the growth shares remain essentially without value.
For example, if the hurdle rate is set at £1.20 and the company is eventually sold for £5 per share, GoGorilla will receive the difference between the sale price and the hurdle rate as payout (£5 - £1.20 = £3.80 per share).
○
Are shares issued to all GoGorilla team members or to GoGorilla as a company?
Growth shares are issued to GoGorilla as a corporate entity. Internally, our proprietary algorithmic engine distributes the associated benefits to our team members based on their measurable contributions to meeting the defined performance milestones. This approach streamlines the shareholding structure for your company whilst ensuring our team remains incentivised to try harder.
○
How much equity should we allocate for growth shares?
Typically, equity allocations for growth shares range between 1% and 5% of your total equity. This range is designed to provide meaningful incentives for external contributors whilst minimising dilution for existing shareholders, though the final allocation depends on the expected impact of our performance on your business.
○
Do we issue voting or non-voting shares?
In our growth share structure, non‑voting growth shares are issued to GoGorilla. This ensures that while our compensation is aligned with your business growth, your organisation retains full decision‑making authority.
○
Can I combine Automated External Growth Shares with the Supplementary Success Bonus add-on?
Absolutely. The two incentive models are designed to complement each other to ensure that you only pay more when our team meets your quarterly targets, whilst also giving us a stake in your company's future growth. With the Supplementary Success Bonus, each quarter that our team meets your predefined OKRs, a success premium is applied to your quarterly management fee. If these quarterly objectives add up to an agreed annual or multi‑year performance milestone, growth shares vest as an additional reward. This ensures that short‑term successes contribute directly to your business's long‑term growth.
To learn how this dual‑incentive approach can be customised for your business goals, please get in touch with us for more information.
Share Pricing & Valuation
○
What is the nominal value of shares, and how is it determined?
The nominal value (or par value) of a share is a statutory figure assigned to each share at the time of issuance, typically set very low (e.g., £0.01 or £1.00) to minimise upfront cost. This value is determined by your company, usually established by the board and documented in your Articles of Association with guidance from your legal advisors. This value is determined at the time of issuance and is separate from the share’s market or economic value, which only develops if the hurdle rate is exceeded.
○
How will the nominal value be paid to us?
Once GoGorilla accepts the growth shares via the equity management platform, we remit the nominal value directly to your company's designated bank account using your preferred payment method. Upon completion of this transaction, your company's authorised representatives must review and approve the share issuance on the platform, which automatically generates and submits the necessary SH01 form to Companies House on your behalf to update your share capital.
Please note that the third-party equity management platform doesn’t process the payment, but it alerts both parties to complete this transaction.
○
How do we price our shares?
Shares are priced through a self‑assessed valuation process on our trusted third‑party equity management platform. By submitting a hurdle valuation request, where you provide key financial metrics, market conditions, and industry benchmarks, the platform reviews your data and determines both the current fair market share price and a hurdle rate. This process creates a defensible valuation record, ensuring that growth shares only gain economic value when your company exceeds its current valuation, without requiring pre‑approval from HMRC.
○
What is a hurdle rate, and how does the valuation process work?
The hurdle rate is the minimum per‑share value that must be exceeded for growth shares to become economically valuable. It is established at issuance, usually at a 20–40% premium above your company’s current share price, and is determined through a formal valuation process using your company’s data and expert input via the partner platform. This ensures that only growth beyond the current valuation results in economic gain, thereby protecting existing shareholders.
Please note that milestones are not restricted to quarterly intervals. You have the flexibility to set milestones on a monthly, quarterly, or yearly basis, depending on your goals.
Vesting Schedules & Cliff Periods
○
What is a vesting schedule?
A vesting schedule is the timeline over which growth shares become fully owned (unconditional) by GoGorilla. This schedule can be entirely time‑based, performance‑based, or a combination of both, ensuring that equity rewards are linked to sustained contribution or achievement of specific targets.
A typical vesting schedule may look like this:
Without Cliff Period: Over one year, 25% of shares vest each quarter, provided corresponding quarterly milestones are met.
With One-Year Cliff: No shares vest during the first year. After this period, shares vest annually or quarterly, contingent upon the achievement of predefined milestones.
The specific structure of the vesting schedule can be tailored to align with your company's objectives and timelines.
○
What is a cliff period, and is it required?
A cliff period is an initial period during which no shares vest, serving as a probationary phase to confirm commitment. Although not mandatory, many companies choose a 12‑month cliff, especially in a 4‑year vesting plan, to ensure that equity is only awarded after a minimum period of contribution. The use and duration of the cliff can be tailored to your strategic needs.
Digital Cap Table & Companies House Integration
○
What is a digital cap table?
A digital cap table is an online tool that provides a real‑time, accurate view of your company’s ownership structure, including details such as shareholder identities, share classes, and transaction histories. It simplifies equity management and compliance reporting, making it easy to model different scenarios and track changes.
○
What is Companies House, and how does two-way integration work?
Companies House is the official registrar of companies in the UK, responsible for maintaining records of all registered businesses. Our partner platform features two‑way integration with Companies House, meaning that any changes you make on the platform, such as issuing, transferring, or cancelling shares, are automatically synchronised with the official Companies House records, ensuring accuracy and compliance without duplicate data entry.
Performance Milestones & Verification
○
What are business performance milestones?
Business performance milestones are specific, measurable, and time-bound targets that must be met for growth shares to vest. These milestones are documented in a digital Task Agreement and are typically aligned with key business objectives such as:
Revenue growth
Improve profit margins
Customer acquisition or retention figures
Other tangible, time‑bound targets (e.g., project completion dates)
The milestones are documented in the digital Task Agreement and are intended to ensure that equity rewards are only released upon demonstrable performance improvements.
○
What criteria do you consider to qualify our business performance milestones?
We look for clear, measurable, high-level objectives aligned with your strategic direction, such as set revenue figures, profit margins, customer acquisition numbers, or other operational targets. These metrics must be objectively measurable to ensure that milestones are unambiguous and verifiable. Typically, we agree on time-bound goals (quarterly, yearly) that reflect your real commercial ambitions.
○
How are performance milestones verified?
Milestones are verified internally by your company’s leadership. Once the performance target is reached, GoGorilla provides supporting performance data (e.g., detailed campaign reports, sales metrics, or analytics dashboards). Your designated team then reviews this data to ensure the milestones have been met before manually marking the milestone as achieved in the platform, which in turn triggers the vesting process.
These might only be payable if the shares have vested and if the company’s value exceeds the pre-set hurdle rate. The declaration of dividends is typically at the discretion of the company’s board and can be made annually, semi-annually, or on a different schedule based on the company's financial health and dividend policy.
○
What happens if performance milestones aren’t met?
If the agreed milestones are not met within the set timeframe, the corresponding growth shares will not vest and remain with your company. In such cases, unvested shares may be deferred or cancelled, as specified in the relevant agreements.
○
Could partial performance grant partial vesting if only some milestones are met?
Typically, each milestone is structured as an all‑or‑nothing target, meaning that only full achievement triggers vesting for that tranche. Partial performance generally does not result in partial vesting unless this has been explicitly provided for in the agreement.
○
How many milestones can we set, and how often can we update or change them?
Generally, three to five key milestones are defined at the outset, but the number can vary based on your vesting timeline and strategic objectives.
Shorter or more frequent schedules (e.g., quarterly vesting) might use fewer, more focused milestones.
Longer schedules (e.g., 2–3 years) can accommodate more complex or tiered targets.
Any adjustments to milestones must be formally documented and approved by your board or shareholders, as the terms are typically fixed once accepted.
○
What if we decide to end our partnership before a milestone is reached?
If you choose to end the partnership before a milestone is achieved, any unvested growth shares will typically revert to your company. The share terms will clearly specify the remedy, whether that involves full forfeiture, partial vesting, or another agreed-upon outcome, to ensure that only shares earned through completed performance milestones are retained.
Discounts & Fees
○
How much discount do we receive on services and when does it apply?
Once the growth share structure is launched and shares are issued, a mutually agreed management fee discount (e.g., a percentage reduction on your monthly fee) may be applied.This discount reflects the alignment of our compensation with long‑term performance and is determined as part of your commercial agreement with GoGorilla.
Future Events
○
Do growth shares impact future funding rounds or other equity incentive models?
Non‑voting growth shares typically do not hinder future funding rounds or the implementation of other equity incentive models (such as EMI options) because they are structured to participate only in the upside beyond your current valuation. However, major changes like issuing new preference shares or experiencing downrounds may require adjustments or an agreed “buyback” arrangement for the vested portion of the growth shares.
○
What if we have a partial liquidity event (secondary share sale) rather than a full company sale?
The agreed share terms can specify whether growth shares convert automatically or if you can transfer a proportional stake alongside other shareholders during a partial liquidity event. This ensures that only the value created above the hurdle is shared.
○
What happens if we raise another funding round or sell the company?
In future funding rounds, growth shares are designed to integrate into new equity allocations without altering the established conditions. In the event of a sale, IPO, or merger, our shares convert according to the pre‑agreed structure, ensuring that our participation reflects only the additional value created beyond the hurdle rate.
○
Are there any restrictions on transferring these growth shares once vested?
Growth shares are generally non‑transferable or subject to pre‑emption rights and board approvals, which ensures that any transfer of shares adheres to your company’s established rules and prevents unwanted third‑party acquisitions.
○
Can we buy back your shares if we no longer want you on the cap table?
Yes, a buyback clause or call option can be included in the share terms, allowing your company to repurchase growth shares at a pre‑agreed price or fair market value. This process, subject to board approval and in compliance with your Articles of Association, is fully supported by the equity management platform, which records the transaction and updates your cap table accordingly.
Taxation & Financial Considerations
○
How are growth shares taxed at issuance, vesting, and at exit?
Growth shares are issued at a nominal value with no immediate tax liability because they are considered “worthless” at the time of grant, so no Income Tax or National Insurance is due initially. More specifically:
At issuance: The shares are issued at a very low nominal value (e.g., £0.01), and because their economic value is tied to exceeding the hurdle rate, there is no immediate taxable gain. It is crucial that the hurdle rate is set at a modest premium (typically 20–40% above the current share value) to ensure the shares have no built‑in gain upon issuance; if set too low, HMRC might treat the difference as taxable income.
At vesting: Vesting itself generally does not trigger a tax event since no actual gain is realised when the conditional restrictions are lifted, assuming the shares were issued at full market value based on the hurdle. The shares remain conditional until the performance milestones are met, and their tax treatment only changes once they become unconditional.
At exit (or sale): When the shares are eventually sold or converted at a liquidity event (such as a sale, IPO, or merger), any benefit realised above the hurdle rate is treated as a capital gain, subject to Capital Gains Tax (CGT). This means that the increase in value (i.e., the difference between the exit price and the hurdle rate) is taxed at CGT rates, and that tax liability falls on GoGorilla as the shareholder.
Legal Documentation & Considerations
○
Do we need to hire a lawyer or accountant to set up the growth share model?
Our trusted third‑party equity management platform offers standard legal templates and guided workflows to help you update your Articles of Association, generate the necessary board and shareholder resolutions, and manage related filings. Many companies successfully set up their growth share structure using these tools, which are designed to streamline the process and minimise external legal costs.
However, setting up a growth share structure involves several critical compliance areas, including share class structure, regulatory filings, and tax compliance. Because these areas can be complex and must be tailored to your company’s specific circumstances, we highly suggest that you consult independent legal and financial advisors to review and finalise your documentation. This professional input helps ensure that all legal and tax obligations are met whilst leveraging the platform’s “compliance by design” tools.
○
What legal documents are required to set up the growth share model?
Setting up a growth share structure typically requires several key legal documents that are facilitated through standard digital templates on our trusted equity management platform, including:
Articles of Association (AoA)
Purpose: The Articles set out the rules governing your company’s operations and share capital. For a growth share structure, the AoA must include provisions that allow for the issuance of conditional growth shares, outlining specific rights, restrictions, and conditions (such as vesting rules, leaver provisions, and the mechanism for canceling or deferring unvested shares).
Provision: Our partner platform provides a standard set of model Articles that include the necessary clauses for growth shares (often referred to as “V shares” in their templates). Alternatively, if your company prefers to retain its current Articles, the platform can supply the specific growth share clauses for your legal advisor to insert into your existing document.
Task Agreement
Purpose: This agreement sets out the specific terms and conditions attached to the growth shares, including the vesting schedule, performance milestones, and any conditions for the shares to become unconditional. It also outlines what happens if milestones are not met or if the recipient leaves the company.
Provision: The platform includes a digital template for the Task Agreement. This template clearly details the agreed-upon performance criteria, vesting conditions, and other rights and restrictions.
Board Resolutions and Shareholder Approvals
Purpose: These documents are required to formally authorise the creation of a new class of growth shares and the issuance of such shares under the approved terms. They ensure that the decision to implement the growth share structure is approved by your company’s governing bodies.
Provision: The platform automates the generation of digital board and shareholder resolutions. These documents are then e‑signed through the platform, providing an audit trail and ensuring that all necessary approvals are in place.
Hurdle Valuation Report
Purpose: Although not strictly a “legal” document, the hurdle valuation report is essential because it sets the benchmark (hurdle rate) above which growth shares acquire economic value. This ensures that growth shares only benefit from future growth and that there is no immediate tax liability upon issuance.
Provision: You can request a hurdle valuation through the partner platform. Their in‑house team will review your company’s financial metrics and market data to produce a defensible valuation report, which is then recorded as part of the incentive model’s terms.
Additional Documentation (as needed)
Deed of Adherence: If your company has an existing shareholders’ agreement, new growth share recipients may need to sign a Deed of Adherence to agree to its terms. The equity management platform typically provides a template for this document.
Share Certificates and Transfer Forms: Once shares are issued, digital share certificates are generated automatically by the platform, and any subsequent share transfers or buybacks will be documented through standardised stock transfer forms generated on the platform.
Please note that whilst the third-party platform provides a near turn‑key solution, it is essential that you work with independent legal and financial advisors to review and finalise these documents to ensure full compliance with UK corporate laws and tax regulations.
○
How do you ensure the shares don’t dilute existing shareholders unfairly?
The growth share structure is designed to protect existing shareholders through the use of a hurdle rate, which ensures that:
Existing shareholders retain full value up to the current company valuation, meaning that growth shares only participate in any additional value created beyond that threshold.
If the company’s value does not increase, the growth shares have no economic impact, thereby safeguarding the baseline equity value already held by existing shareholders.
The updated Articles of Association and Growth Shareholder Agreement clearly define these protections, ensuring that any dilution only occurs proportionally in the upside, and not at the expense of the value already built by current shareholders.
Platform & Data Security
○
Does awarding shares to GoGorilla mean you can access sensitive financial or board-level information?
Awarding growth shares to GoGorilla does not grant us access to your company’s sensitive financial data or board-level information. Growth shares are issued as non‑voting equity, and our role is limited solely to fulfilling marketing milestones. Furthermore, we operate under strict confidentiality and non‑disclosure agreements (NDAs) to ensure that all your proprietary data and strategic details remain fully secure and confidential.
○
Is your partner platform regulated or secure for managing our equity?
Absolutely. Our trusted third‑party equity management platform is fully authorised and regulated by the Financial Conduct Authority (FCA) in the UK and employs a range of robust security measures to safeguard your equity and data. Key aspects include:
Regulatory Compliance and Data Protection: FCA‑regulated and fully compliant with GDPR, ensuring that data processing meets UK standards.
Infrastructure and Reliability: Hosted on Amazon Web Services (AWS) in the EU (using an Ireland data centre with backups in London), with multi‑zone redundancy to ensure continuous service even if one AWS zone fails.
Encryption & Data Security: All data in transit is protected by 256‑bit SSL/TLS encryption with HSTS enabled, and data at rest is encrypted to prevent unauthorized access.
Access Controls: Mandatory two‑factor authentication (2FA) and strict internal controls limit access to sensitive information, ensuring that only authorised personnel can access your data.
Please note that all technical details and risk management are handled directly by the partner platform.
Overview of Growth Shares
○
What type of share option is involved?
Our equity incentive model utilises growth shares, a specific class of conditional, non‑voting equity designed to reward participants based on the future increase in the company's value. These shares are issued at a minimal nominal value and only become economically valuable when your company’s share price exceeds a predetermined hurdle rate. This structure ensures that growth shares reward future performance improvements and protect existing shareholders from dilution until significant growth is demonstrated.
Example: if the hurdle rate is set at £1.20 per share and the company is later sold at £5.00 per share, the economic benefit (the difference of £3.80 per share) accrues only if that hurdle is exceeded. If the company never exceeds £1.20, the growth shares remain essentially without value.
For example, if the hurdle rate is set at £1.20 and the company is eventually sold for £5 per share, GoGorilla will receive the difference between the sale price and the hurdle rate as payout (£5 - £1.20 = £3.80 per share).
○
Are shares issued to all GoGorilla team members or to GoGorilla as a company?
Growth shares are issued to GoGorilla as a corporate entity. Internally, our proprietary algorithmic engine distributes the associated benefits to our team members based on their measurable contributions to meeting the defined performance milestones. This approach streamlines the shareholding structure for your company whilst ensuring our team remains incentivised to try harder.
○
How much equity should we allocate for growth shares?
Typically, equity allocations for growth shares range between 1% and 5% of your total equity. This range is designed to provide meaningful incentives for external contributors whilst minimising dilution for existing shareholders, though the final allocation depends on the expected impact of our performance on your business.
○
Do we issue voting or non-voting shares?
In our growth share structure, non‑voting growth shares are issued to GoGorilla. This ensures that while our compensation is aligned with your business growth, your organisation retains full decision‑making authority.
○
Can I combine Automated External Growth Shares with the Supplementary Success Bonus add-on?
Absolutely. The two incentive models are designed to complement each other to ensure that you only pay more when our team meets your quarterly targets, whilst also giving us a stake in your company's future growth. With the Supplementary Success Bonus, each quarter that our team meets your predefined OKRs, a success premium is applied to your quarterly management fee. If these quarterly objectives add up to an agreed annual or multi‑year performance milestone, growth shares vest as an additional reward. This ensures that short‑term successes contribute directly to your business's long‑term growth.
To learn how this dual‑incentive approach can be customised for your business goals, please get in touch with us for more information.
Share Pricing & Valuation
○
What is the nominal value of shares, and how is it determined?
The nominal value (or par value) of a share is a statutory figure assigned to each share at the time of issuance, typically set very low (e.g., £0.01 or £1.00) to minimise upfront cost. This value is determined by your company, usually established by the board and documented in your Articles of Association with guidance from your legal advisors. This value is determined at the time of issuance and is separate from the share’s market or economic value, which only develops if the hurdle rate is exceeded.
○
How will the nominal value be paid to us?
Once GoGorilla accepts the growth shares via the equity management platform, we remit the nominal value directly to your company's designated bank account using your preferred payment method. Upon completion of this transaction, your company's authorised representatives must review and approve the share issuance on the platform, which automatically generates and submits the necessary SH01 form to Companies House on your behalf to update your share capital.
Please note that the third-party equity management platform doesn’t process the payment, but it alerts both parties to complete this transaction.
○
How do we price our shares?
Shares are priced through a self‑assessed valuation process on our trusted third‑party equity management platform. By submitting a hurdle valuation request, where you provide key financial metrics, market conditions, and industry benchmarks, the platform reviews your data and determines both the current fair market share price and a hurdle rate. This process creates a defensible valuation record, ensuring that growth shares only gain economic value when your company exceeds its current valuation, without requiring pre‑approval from HMRC.
○
What is a hurdle rate, and how does the valuation process work?
The hurdle rate is the minimum per‑share value that must be exceeded for growth shares to become economically valuable. It is established at issuance, usually at a 20–40% premium above your company’s current share price, and is determined through a formal valuation process using your company’s data and expert input via the partner platform. This ensures that only growth beyond the current valuation results in economic gain, thereby protecting existing shareholders.
Please note that milestones are not restricted to quarterly intervals. You have the flexibility to set milestones on a monthly, quarterly, or yearly basis, depending on your goals.
Vesting Schedules & Cliff Periods
○
What is a vesting schedule?
A vesting schedule is the timeline over which growth shares become fully owned (unconditional) by GoGorilla. This schedule can be entirely time‑based, performance‑based, or a combination of both, ensuring that equity rewards are linked to sustained contribution or achievement of specific targets.
A typical vesting schedule may look like this:
Without Cliff Period: Over one year, 25% of shares vest each quarter, provided corresponding quarterly milestones are met.
With One-Year Cliff: No shares vest during the first year. After this period, shares vest annually or quarterly, contingent upon the achievement of predefined milestones.
The specific structure of the vesting schedule can be tailored to align with your company's objectives and timelines.
○
What is a cliff period, and is it required?
A cliff period is an initial period during which no shares vest, serving as a probationary phase to confirm commitment. Although not mandatory, many companies choose a 12‑month cliff, especially in a 4‑year vesting plan, to ensure that equity is only awarded after a minimum period of contribution. The use and duration of the cliff can be tailored to your strategic needs.
Digital Cap Table & Companies House Integration
○
What is a digital cap table?
A digital cap table is an online tool that provides a real‑time, accurate view of your company’s ownership structure, including details such as shareholder identities, share classes, and transaction histories. It simplifies equity management and compliance reporting, making it easy to model different scenarios and track changes.
○
What is Companies House, and how does two-way integration work?
Companies House is the official registrar of companies in the UK, responsible for maintaining records of all registered businesses. Our partner platform features two‑way integration with Companies House, meaning that any changes you make on the platform, such as issuing, transferring, or cancelling shares, are automatically synchronised with the official Companies House records, ensuring accuracy and compliance without duplicate data entry.
Performance Milestones & Verification
○
What are business performance milestones?
Business performance milestones are specific, measurable, and time-bound targets that must be met for growth shares to vest. These milestones are documented in a digital Task Agreement and are typically aligned with key business objectives such as:
Revenue growth
Improve profit margins
Customer acquisition or retention figures
Other tangible, time‑bound targets (e.g., project completion dates)
The milestones are documented in the digital Task Agreement and are intended to ensure that equity rewards are only released upon demonstrable performance improvements.
○
What criteria do you consider to qualify our business performance milestones?
We look for clear, measurable, high-level objectives aligned with your strategic direction, such as set revenue figures, profit margins, customer acquisition numbers, or other operational targets. These metrics must be objectively measurable to ensure that milestones are unambiguous and verifiable. Typically, we agree on time-bound goals (quarterly, yearly) that reflect your real commercial ambitions.
○
How are performance milestones verified?
Milestones are verified internally by your company’s leadership. Once the performance target is reached, GoGorilla provides supporting performance data (e.g., detailed campaign reports, sales metrics, or analytics dashboards). Your designated team then reviews this data to ensure the milestones have been met before manually marking the milestone as achieved in the platform, which in turn triggers the vesting process.
These might only be payable if the shares have vested and if the company’s value exceeds the pre-set hurdle rate. The declaration of dividends is typically at the discretion of the company’s board and can be made annually, semi-annually, or on a different schedule based on the company's financial health and dividend policy.
○
What happens if performance milestones aren’t met?
If the agreed milestones are not met within the set timeframe, the corresponding growth shares will not vest and remain with your company. In such cases, unvested shares may be deferred or cancelled, as specified in the relevant agreements.
○
Could partial performance grant partial vesting if only some milestones are met?
Typically, each milestone is structured as an all‑or‑nothing target, meaning that only full achievement triggers vesting for that tranche. Partial performance generally does not result in partial vesting unless this has been explicitly provided for in the agreement.
○
How many milestones can we set, and how often can we update or change them?
Generally, three to five key milestones are defined at the outset, but the number can vary based on your vesting timeline and strategic objectives.
Shorter or more frequent schedules (e.g., quarterly vesting) might use fewer, more focused milestones.
Longer schedules (e.g., 2–3 years) can accommodate more complex or tiered targets.
Any adjustments to milestones must be formally documented and approved by your board or shareholders, as the terms are typically fixed once accepted.
○
What if we decide to end our partnership before a milestone is reached?
If you choose to end the partnership before a milestone is achieved, any unvested growth shares will typically revert to your company. The share terms will clearly specify the remedy, whether that involves full forfeiture, partial vesting, or another agreed-upon outcome, to ensure that only shares earned through completed performance milestones are retained.
Discounts & Fees
○
How much discount do we receive on services and when does it apply?
Once the growth share structure is launched and shares are issued, a mutually agreed management fee discount (e.g., a percentage reduction on your monthly fee) may be applied.This discount reflects the alignment of our compensation with long‑term performance and is determined as part of your commercial agreement with GoGorilla.
Future Events
○
Do growth shares impact future funding rounds or other equity incentive models?
Non‑voting growth shares typically do not hinder future funding rounds or the implementation of other equity incentive models (such as EMI options) because they are structured to participate only in the upside beyond your current valuation. However, major changes like issuing new preference shares or experiencing downrounds may require adjustments or an agreed “buyback” arrangement for the vested portion of the growth shares.
○
What if we have a partial liquidity event (secondary share sale) rather than a full company sale?
The agreed share terms can specify whether growth shares convert automatically or if you can transfer a proportional stake alongside other shareholders during a partial liquidity event. This ensures that only the value created above the hurdle is shared.
○
What happens if we raise another funding round or sell the company?
In future funding rounds, growth shares are designed to integrate into new equity allocations without altering the established conditions. In the event of a sale, IPO, or merger, our shares convert according to the pre‑agreed structure, ensuring that our participation reflects only the additional value created beyond the hurdle rate.
○
Are there any restrictions on transferring these growth shares once vested?
Growth shares are generally non‑transferable or subject to pre‑emption rights and board approvals, which ensures that any transfer of shares adheres to your company’s established rules and prevents unwanted third‑party acquisitions.
○
Can we buy back your shares if we no longer want you on the cap table?
Yes, a buyback clause or call option can be included in the share terms, allowing your company to repurchase growth shares at a pre‑agreed price or fair market value. This process, subject to board approval and in compliance with your Articles of Association, is fully supported by the equity management platform, which records the transaction and updates your cap table accordingly.
Taxation & Financial Considerations
○
How are growth shares taxed at issuance, vesting, and at exit?
Growth shares are issued at a nominal value with no immediate tax liability because they are considered “worthless” at the time of grant, so no Income Tax or National Insurance is due initially. More specifically:
At issuance: The shares are issued at a very low nominal value (e.g., £0.01), and because their economic value is tied to exceeding the hurdle rate, there is no immediate taxable gain. It is crucial that the hurdle rate is set at a modest premium (typically 20–40% above the current share value) to ensure the shares have no built‑in gain upon issuance; if set too low, HMRC might treat the difference as taxable income.
At vesting: Vesting itself generally does not trigger a tax event since no actual gain is realised when the conditional restrictions are lifted, assuming the shares were issued at full market value based on the hurdle. The shares remain conditional until the performance milestones are met, and their tax treatment only changes once they become unconditional.
At exit (or sale): When the shares are eventually sold or converted at a liquidity event (such as a sale, IPO, or merger), any benefit realised above the hurdle rate is treated as a capital gain, subject to Capital Gains Tax (CGT). This means that the increase in value (i.e., the difference between the exit price and the hurdle rate) is taxed at CGT rates, and that tax liability falls on GoGorilla as the shareholder.
Legal Documentation & Considerations
○
Do we need to hire a lawyer or accountant to set up the growth share model?
Our trusted third‑party equity management platform offers standard legal templates and guided workflows to help you update your Articles of Association, generate the necessary board and shareholder resolutions, and manage related filings. Many companies successfully set up their growth share structure using these tools, which are designed to streamline the process and minimise external legal costs.
However, setting up a growth share structure involves several critical compliance areas, including share class structure, regulatory filings, and tax compliance. Because these areas can be complex and must be tailored to your company’s specific circumstances, we highly suggest that you consult independent legal and financial advisors to review and finalise your documentation. This professional input helps ensure that all legal and tax obligations are met whilst leveraging the platform’s “compliance by design” tools.
○
What legal documents are required to set up the growth share model?
Setting up a growth share structure typically requires several key legal documents that are facilitated through standard digital templates on our trusted equity management platform, including:
Articles of Association (AoA)
Purpose: The Articles set out the rules governing your company’s operations and share capital. For a growth share structure, the AoA must include provisions that allow for the issuance of conditional growth shares, outlining specific rights, restrictions, and conditions (such as vesting rules, leaver provisions, and the mechanism for canceling or deferring unvested shares).
Provision: Our partner platform provides a standard set of model Articles that include the necessary clauses for growth shares (often referred to as “V shares” in their templates). Alternatively, if your company prefers to retain its current Articles, the platform can supply the specific growth share clauses for your legal advisor to insert into your existing document.
Task Agreement
Purpose: This agreement sets out the specific terms and conditions attached to the growth shares, including the vesting schedule, performance milestones, and any conditions for the shares to become unconditional. It also outlines what happens if milestones are not met or if the recipient leaves the company.
Provision: The platform includes a digital template for the Task Agreement. This template clearly details the agreed-upon performance criteria, vesting conditions, and other rights and restrictions.
Board Resolutions and Shareholder Approvals
Purpose: These documents are required to formally authorise the creation of a new class of growth shares and the issuance of such shares under the approved terms. They ensure that the decision to implement the growth share structure is approved by your company’s governing bodies.
Provision: The platform automates the generation of digital board and shareholder resolutions. These documents are then e‑signed through the platform, providing an audit trail and ensuring that all necessary approvals are in place.
Hurdle Valuation Report
Purpose: Although not strictly a “legal” document, the hurdle valuation report is essential because it sets the benchmark (hurdle rate) above which growth shares acquire economic value. This ensures that growth shares only benefit from future growth and that there is no immediate tax liability upon issuance.
Provision: You can request a hurdle valuation through the partner platform. Their in‑house team will review your company’s financial metrics and market data to produce a defensible valuation report, which is then recorded as part of the incentive model’s terms.
Additional Documentation (as needed)
Deed of Adherence: If your company has an existing shareholders’ agreement, new growth share recipients may need to sign a Deed of Adherence to agree to its terms. The equity management platform typically provides a template for this document.
Share Certificates and Transfer Forms: Once shares are issued, digital share certificates are generated automatically by the platform, and any subsequent share transfers or buybacks will be documented through standardised stock transfer forms generated on the platform.
Please note that whilst the third-party platform provides a near turn‑key solution, it is essential that you work with independent legal and financial advisors to review and finalise these documents to ensure full compliance with UK corporate laws and tax regulations.
○
How do you ensure the shares don’t dilute existing shareholders unfairly?
The growth share structure is designed to protect existing shareholders through the use of a hurdle rate, which ensures that:
Existing shareholders retain full value up to the current company valuation, meaning that growth shares only participate in any additional value created beyond that threshold.
If the company’s value does not increase, the growth shares have no economic impact, thereby safeguarding the baseline equity value already held by existing shareholders.
The updated Articles of Association and Growth Shareholder Agreement clearly define these protections, ensuring that any dilution only occurs proportionally in the upside, and not at the expense of the value already built by current shareholders.
Platform & Data Security
○
Does awarding shares to GoGorilla mean you can access sensitive financial or board-level information?
Awarding growth shares to GoGorilla does not grant us access to your company’s sensitive financial data or board-level information. Growth shares are issued as non‑voting equity, and our role is limited solely to fulfilling marketing milestones. Furthermore, we operate under strict confidentiality and non‑disclosure agreements (NDAs) to ensure that all your proprietary data and strategic details remain fully secure and confidential.
○
Is your partner platform regulated or secure for managing our equity?
Absolutely. Our trusted third‑party equity management platform is fully authorised and regulated by the Financial Conduct Authority (FCA) in the UK and employs a range of robust security measures to safeguard your equity and data. Key aspects include:
Regulatory Compliance and Data Protection: FCA‑regulated and fully compliant with GDPR, ensuring that data processing meets UK standards.
Infrastructure and Reliability: Hosted on Amazon Web Services (AWS) in the EU (using an Ireland data centre with backups in London), with multi‑zone redundancy to ensure continuous service even if one AWS zone fails.
Encryption & Data Security: All data in transit is protected by 256‑bit SSL/TLS encryption with HSTS enabled, and data at rest is encrypted to prevent unauthorized access.
Access Controls: Mandatory two‑factor authentication (2FA) and strict internal controls limit access to sensitive information, ensuring that only authorised personnel can access your data.
Please note that all technical details and risk management are handled directly by the partner platform.
Overview of Growth Shares
○
What type of share option is involved?
Our equity incentive model utilises growth shares, a specific class of conditional, non‑voting equity designed to reward participants based on the future increase in the company's value. These shares are issued at a minimal nominal value and only become economically valuable when your company’s share price exceeds a predetermined hurdle rate. This structure ensures that growth shares reward future performance improvements and protect existing shareholders from dilution until significant growth is demonstrated.
Example: if the hurdle rate is set at £1.20 per share and the company is later sold at £5.00 per share, the economic benefit (the difference of £3.80 per share) accrues only if that hurdle is exceeded. If the company never exceeds £1.20, the growth shares remain essentially without value.
For example, if the hurdle rate is set at £1.20 and the company is eventually sold for £5 per share, GoGorilla will receive the difference between the sale price and the hurdle rate as payout (£5 - £1.20 = £3.80 per share).
○
Are shares issued to all GoGorilla team members or to GoGorilla as a company?
Growth shares are issued to GoGorilla as a corporate entity. Internally, our proprietary algorithmic engine distributes the associated benefits to our team members based on their measurable contributions to meeting the defined performance milestones. This approach streamlines the shareholding structure for your company whilst ensuring our team remains incentivised to try harder.
○
How much equity should we allocate for growth shares?
Typically, equity allocations for growth shares range between 1% and 5% of your total equity. This range is designed to provide meaningful incentives for external contributors whilst minimising dilution for existing shareholders, though the final allocation depends on the expected impact of our performance on your business.
○
Do we issue voting or non-voting shares?
In our growth share structure, non‑voting growth shares are issued to GoGorilla. This ensures that while our compensation is aligned with your business growth, your organisation retains full decision‑making authority.
○
Can I combine Automated External Growth Shares with the Supplementary Success Bonus add-on?
Absolutely. The two incentive models are designed to complement each other to ensure that you only pay more when our team meets your quarterly targets, whilst also giving us a stake in your company's future growth. With the Supplementary Success Bonus, each quarter that our team meets your predefined OKRs, a success premium is applied to your quarterly management fee. If these quarterly objectives add up to an agreed annual or multi‑year performance milestone, growth shares vest as an additional reward. This ensures that short‑term successes contribute directly to your business's long‑term growth.
To learn how this dual‑incentive approach can be customised for your business goals, please get in touch with us for more information.
Share Pricing & Valuation
○
What is the nominal value of shares, and how is it determined?
The nominal value (or par value) of a share is a statutory figure assigned to each share at the time of issuance, typically set very low (e.g., £0.01 or £1.00) to minimise upfront cost. This value is determined by your company, usually established by the board and documented in your Articles of Association with guidance from your legal advisors. This value is determined at the time of issuance and is separate from the share’s market or economic value, which only develops if the hurdle rate is exceeded.
○
How will the nominal value be paid to us?
Once GoGorilla accepts the growth shares via the equity management platform, we remit the nominal value directly to your company's designated bank account using your preferred payment method. Upon completion of this transaction, your company's authorised representatives must review and approve the share issuance on the platform, which automatically generates and submits the necessary SH01 form to Companies House on your behalf to update your share capital.
Please note that the third-party equity management platform doesn’t process the payment, but it alerts both parties to complete this transaction.
○
How do we price our shares?
Shares are priced through a self‑assessed valuation process on our trusted third‑party equity management platform. By submitting a hurdle valuation request, where you provide key financial metrics, market conditions, and industry benchmarks, the platform reviews your data and determines both the current fair market share price and a hurdle rate. This process creates a defensible valuation record, ensuring that growth shares only gain economic value when your company exceeds its current valuation, without requiring pre‑approval from HMRC.
○
What is a hurdle rate, and how does the valuation process work?
The hurdle rate is the minimum per‑share value that must be exceeded for growth shares to become economically valuable. It is established at issuance, usually at a 20–40% premium above your company’s current share price, and is determined through a formal valuation process using your company’s data and expert input via the partner platform. This ensures that only growth beyond the current valuation results in economic gain, thereby protecting existing shareholders.
Please note that milestones are not restricted to quarterly intervals. You have the flexibility to set milestones on a monthly, quarterly, or yearly basis, depending on your goals.
Vesting Schedules & Cliff Periods
○
What is a vesting schedule?
A vesting schedule is the timeline over which growth shares become fully owned (unconditional) by GoGorilla. This schedule can be entirely time‑based, performance‑based, or a combination of both, ensuring that equity rewards are linked to sustained contribution or achievement of specific targets.
A typical vesting schedule may look like this:
Without Cliff Period: Over one year, 25% of shares vest each quarter, provided corresponding quarterly milestones are met.
With One-Year Cliff: No shares vest during the first year. After this period, shares vest annually or quarterly, contingent upon the achievement of predefined milestones.
The specific structure of the vesting schedule can be tailored to align with your company's objectives and timelines.
○
What is a cliff period, and is it required?
A cliff period is an initial period during which no shares vest, serving as a probationary phase to confirm commitment. Although not mandatory, many companies choose a 12‑month cliff, especially in a 4‑year vesting plan, to ensure that equity is only awarded after a minimum period of contribution. The use and duration of the cliff can be tailored to your strategic needs.
Digital Cap Table & Companies House Integration
○
What is a digital cap table?
A digital cap table is an online tool that provides a real‑time, accurate view of your company’s ownership structure, including details such as shareholder identities, share classes, and transaction histories. It simplifies equity management and compliance reporting, making it easy to model different scenarios and track changes.
○
What is Companies House, and how does two-way integration work?
Companies House is the official registrar of companies in the UK, responsible for maintaining records of all registered businesses. Our partner platform features two‑way integration with Companies House, meaning that any changes you make on the platform, such as issuing, transferring, or cancelling shares, are automatically synchronised with the official Companies House records, ensuring accuracy and compliance without duplicate data entry.
Performance Milestones & Verification
○
What are business performance milestones?
Business performance milestones are specific, measurable, and time-bound targets that must be met for growth shares to vest. These milestones are documented in a digital Task Agreement and are typically aligned with key business objectives such as:
Revenue growth
Improve profit margins
Customer acquisition or retention figures
Other tangible, time‑bound targets (e.g., project completion dates)
The milestones are documented in the digital Task Agreement and are intended to ensure that equity rewards are only released upon demonstrable performance improvements.
○
What criteria do you consider to qualify our business performance milestones?
We look for clear, measurable, high-level objectives aligned with your strategic direction, such as set revenue figures, profit margins, customer acquisition numbers, or other operational targets. These metrics must be objectively measurable to ensure that milestones are unambiguous and verifiable. Typically, we agree on time-bound goals (quarterly, yearly) that reflect your real commercial ambitions.
○
How are performance milestones verified?
Milestones are verified internally by your company’s leadership. Once the performance target is reached, GoGorilla provides supporting performance data (e.g., detailed campaign reports, sales metrics, or analytics dashboards). Your designated team then reviews this data to ensure the milestones have been met before manually marking the milestone as achieved in the platform, which in turn triggers the vesting process.
These might only be payable if the shares have vested and if the company’s value exceeds the pre-set hurdle rate. The declaration of dividends is typically at the discretion of the company’s board and can be made annually, semi-annually, or on a different schedule based on the company's financial health and dividend policy.
○
What happens if performance milestones aren’t met?
If the agreed milestones are not met within the set timeframe, the corresponding growth shares will not vest and remain with your company. In such cases, unvested shares may be deferred or cancelled, as specified in the relevant agreements.
○
Could partial performance grant partial vesting if only some milestones are met?
Typically, each milestone is structured as an all‑or‑nothing target, meaning that only full achievement triggers vesting for that tranche. Partial performance generally does not result in partial vesting unless this has been explicitly provided for in the agreement.
○
How many milestones can we set, and how often can we update or change them?
Generally, three to five key milestones are defined at the outset, but the number can vary based on your vesting timeline and strategic objectives.
Shorter or more frequent schedules (e.g., quarterly vesting) might use fewer, more focused milestones.
Longer schedules (e.g., 2–3 years) can accommodate more complex or tiered targets.
Any adjustments to milestones must be formally documented and approved by your board or shareholders, as the terms are typically fixed once accepted.
○
What if we decide to end our partnership before a milestone is reached?
If you choose to end the partnership before a milestone is achieved, any unvested growth shares will typically revert to your company. The share terms will clearly specify the remedy, whether that involves full forfeiture, partial vesting, or another agreed-upon outcome, to ensure that only shares earned through completed performance milestones are retained.
Discounts & Fees
○
How much discount do we receive on services and when does it apply?
Once the growth share structure is launched and shares are issued, a mutually agreed management fee discount (e.g., a percentage reduction on your monthly fee) may be applied.This discount reflects the alignment of our compensation with long‑term performance and is determined as part of your commercial agreement with GoGorilla.
Future Events
○
Do growth shares impact future funding rounds or other equity incentive models?
Non‑voting growth shares typically do not hinder future funding rounds or the implementation of other equity incentive models (such as EMI options) because they are structured to participate only in the upside beyond your current valuation. However, major changes like issuing new preference shares or experiencing downrounds may require adjustments or an agreed “buyback” arrangement for the vested portion of the growth shares.
○
What if we have a partial liquidity event (secondary share sale) rather than a full company sale?
The agreed share terms can specify whether growth shares convert automatically or if you can transfer a proportional stake alongside other shareholders during a partial liquidity event. This ensures that only the value created above the hurdle is shared.
○
What happens if we raise another funding round or sell the company?
In future funding rounds, growth shares are designed to integrate into new equity allocations without altering the established conditions. In the event of a sale, IPO, or merger, our shares convert according to the pre‑agreed structure, ensuring that our participation reflects only the additional value created beyond the hurdle rate.
○
Are there any restrictions on transferring these growth shares once vested?
Growth shares are generally non‑transferable or subject to pre‑emption rights and board approvals, which ensures that any transfer of shares adheres to your company’s established rules and prevents unwanted third‑party acquisitions.
○
Can we buy back your shares if we no longer want you on the cap table?
Yes, a buyback clause or call option can be included in the share terms, allowing your company to repurchase growth shares at a pre‑agreed price or fair market value. This process, subject to board approval and in compliance with your Articles of Association, is fully supported by the equity management platform, which records the transaction and updates your cap table accordingly.
Taxation & Financial Considerations
○
How are growth shares taxed at issuance, vesting, and at exit?
Growth shares are issued at a nominal value with no immediate tax liability because they are considered “worthless” at the time of grant, so no Income Tax or National Insurance is due initially. More specifically:
At issuance: The shares are issued at a very low nominal value (e.g., £0.01), and because their economic value is tied to exceeding the hurdle rate, there is no immediate taxable gain. It is crucial that the hurdle rate is set at a modest premium (typically 20–40% above the current share value) to ensure the shares have no built‑in gain upon issuance; if set too low, HMRC might treat the difference as taxable income.
At vesting: Vesting itself generally does not trigger a tax event since no actual gain is realised when the conditional restrictions are lifted, assuming the shares were issued at full market value based on the hurdle. The shares remain conditional until the performance milestones are met, and their tax treatment only changes once they become unconditional.
At exit (or sale): When the shares are eventually sold or converted at a liquidity event (such as a sale, IPO, or merger), any benefit realised above the hurdle rate is treated as a capital gain, subject to Capital Gains Tax (CGT). This means that the increase in value (i.e., the difference between the exit price and the hurdle rate) is taxed at CGT rates, and that tax liability falls on GoGorilla as the shareholder.
Legal Documentation & Considerations
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Do we need to hire a lawyer or accountant to set up the growth share model?
Our trusted third‑party equity management platform offers standard legal templates and guided workflows to help you update your Articles of Association, generate the necessary board and shareholder resolutions, and manage related filings. Many companies successfully set up their growth share structure using these tools, which are designed to streamline the process and minimise external legal costs.
However, setting up a growth share structure involves several critical compliance areas, including share class structure, regulatory filings, and tax compliance. Because these areas can be complex and must be tailored to your company’s specific circumstances, we highly suggest that you consult independent legal and financial advisors to review and finalise your documentation. This professional input helps ensure that all legal and tax obligations are met whilst leveraging the platform’s “compliance by design” tools.
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What legal documents are required to set up the growth share model?
Setting up a growth share structure typically requires several key legal documents that are facilitated through standard digital templates on our trusted equity management platform, including:
Articles of Association (AoA)
Purpose: The Articles set out the rules governing your company’s operations and share capital. For a growth share structure, the AoA must include provisions that allow for the issuance of conditional growth shares, outlining specific rights, restrictions, and conditions (such as vesting rules, leaver provisions, and the mechanism for canceling or deferring unvested shares).
Provision: Our partner platform provides a standard set of model Articles that include the necessary clauses for growth shares (often referred to as “V shares” in their templates). Alternatively, if your company prefers to retain its current Articles, the platform can supply the specific growth share clauses for your legal advisor to insert into your existing document.
Task Agreement
Purpose: This agreement sets out the specific terms and conditions attached to the growth shares, including the vesting schedule, performance milestones, and any conditions for the shares to become unconditional. It also outlines what happens if milestones are not met or if the recipient leaves the company.
Provision: The platform includes a digital template for the Task Agreement. This template clearly details the agreed-upon performance criteria, vesting conditions, and other rights and restrictions.
Board Resolutions and Shareholder Approvals
Purpose: These documents are required to formally authorise the creation of a new class of growth shares and the issuance of such shares under the approved terms. They ensure that the decision to implement the growth share structure is approved by your company’s governing bodies.
Provision: The platform automates the generation of digital board and shareholder resolutions. These documents are then e‑signed through the platform, providing an audit trail and ensuring that all necessary approvals are in place.
Hurdle Valuation Report
Purpose: Although not strictly a “legal” document, the hurdle valuation report is essential because it sets the benchmark (hurdle rate) above which growth shares acquire economic value. This ensures that growth shares only benefit from future growth and that there is no immediate tax liability upon issuance.
Provision: You can request a hurdle valuation through the partner platform. Their in‑house team will review your company’s financial metrics and market data to produce a defensible valuation report, which is then recorded as part of the incentive model’s terms.
Additional Documentation (as needed)
Deed of Adherence: If your company has an existing shareholders’ agreement, new growth share recipients may need to sign a Deed of Adherence to agree to its terms. The equity management platform typically provides a template for this document.
Share Certificates and Transfer Forms: Once shares are issued, digital share certificates are generated automatically by the platform, and any subsequent share transfers or buybacks will be documented through standardised stock transfer forms generated on the platform.
Please note that whilst the third-party platform provides a near turn‑key solution, it is essential that you work with independent legal and financial advisors to review and finalise these documents to ensure full compliance with UK corporate laws and tax regulations.
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How do you ensure the shares don’t dilute existing shareholders unfairly?
The growth share structure is designed to protect existing shareholders through the use of a hurdle rate, which ensures that:
Existing shareholders retain full value up to the current company valuation, meaning that growth shares only participate in any additional value created beyond that threshold.
If the company’s value does not increase, the growth shares have no economic impact, thereby safeguarding the baseline equity value already held by existing shareholders.
The updated Articles of Association and Growth Shareholder Agreement clearly define these protections, ensuring that any dilution only occurs proportionally in the upside, and not at the expense of the value already built by current shareholders.
Platform & Data Security
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Does awarding shares to GoGorilla mean you can access sensitive financial or board-level information?
Awarding growth shares to GoGorilla does not grant us access to your company’s sensitive financial data or board-level information. Growth shares are issued as non‑voting equity, and our role is limited solely to fulfilling marketing milestones. Furthermore, we operate under strict confidentiality and non‑disclosure agreements (NDAs) to ensure that all your proprietary data and strategic details remain fully secure and confidential.
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Is your partner platform regulated or secure for managing our equity?
Absolutely. Our trusted third‑party equity management platform is fully authorised and regulated by the Financial Conduct Authority (FCA) in the UK and employs a range of robust security measures to safeguard your equity and data. Key aspects include:
Regulatory Compliance and Data Protection: FCA‑regulated and fully compliant with GDPR, ensuring that data processing meets UK standards.
Infrastructure and Reliability: Hosted on Amazon Web Services (AWS) in the EU (using an Ireland data centre with backups in London), with multi‑zone redundancy to ensure continuous service even if one AWS zone fails.
Encryption & Data Security: All data in transit is protected by 256‑bit SSL/TLS encryption with HSTS enabled, and data at rest is encrypted to prevent unauthorized access.
Access Controls: Mandatory two‑factor authentication (2FA) and strict internal controls limit access to sensitive information, ensuring that only authorised personnel can access your data.
Please note that all technical details and risk management are handled directly by the partner platform.
Overview of Growth Shares
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What type of share option is involved?
Our equity incentive model utilises growth shares, a specific class of conditional, non‑voting equity designed to reward participants based on the future increase in the company's value. These shares are issued at a minimal nominal value and only become economically valuable when your company’s share price exceeds a predetermined hurdle rate. This structure ensures that growth shares reward future performance improvements and protect existing shareholders from dilution until significant growth is demonstrated.
Example: if the hurdle rate is set at £1.20 per share and the company is later sold at £5.00 per share, the economic benefit (the difference of £3.80 per share) accrues only if that hurdle is exceeded. If the company never exceeds £1.20, the growth shares remain essentially without value.
For example, if the hurdle rate is set at £1.20 and the company is eventually sold for £5 per share, GoGorilla will receive the difference between the sale price and the hurdle rate as payout (£5 - £1.20 = £3.80 per share).
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Are shares issued to all GoGorilla team members or to GoGorilla as a company?
Growth shares are issued to GoGorilla as a corporate entity. Internally, our proprietary algorithmic engine distributes the associated benefits to our team members based on their measurable contributions to meeting the defined performance milestones. This approach streamlines the shareholding structure for your company whilst ensuring our team remains incentivised to try harder.
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How much equity should we allocate for growth shares?
Typically, equity allocations for growth shares range between 1% and 5% of your total equity. This range is designed to provide meaningful incentives for external contributors whilst minimising dilution for existing shareholders, though the final allocation depends on the expected impact of our performance on your business.
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Do we issue voting or non-voting shares?
In our growth share structure, non‑voting growth shares are issued to GoGorilla. This ensures that while our compensation is aligned with your business growth, your organisation retains full decision‑making authority.
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Can I combine Automated External Growth Shares with the Supplementary Success Bonus add-on?
Absolutely. The two incentive models are designed to complement each other to ensure that you only pay more when our team meets your quarterly targets, whilst also giving us a stake in your company's future growth. With the Supplementary Success Bonus, each quarter that our team meets your predefined OKRs, a success premium is applied to your quarterly management fee. If these quarterly objectives add up to an agreed annual or multi‑year performance milestone, growth shares vest as an additional reward. This ensures that short‑term successes contribute directly to your business's long‑term growth.
To learn how this dual‑incentive approach can be customised for your business goals, please get in touch with us for more information.
Share Pricing & Valuation
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What is the nominal value of shares, and how is it determined?
The nominal value (or par value) of a share is a statutory figure assigned to each share at the time of issuance, typically set very low (e.g., £0.01 or £1.00) to minimise upfront cost. This value is determined by your company, usually established by the board and documented in your Articles of Association with guidance from your legal advisors. This value is determined at the time of issuance and is separate from the share’s market or economic value, which only develops if the hurdle rate is exceeded.
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How will the nominal value be paid to us?
Once GoGorilla accepts the growth shares via the equity management platform, we remit the nominal value directly to your company's designated bank account using your preferred payment method. Upon completion of this transaction, your company's authorised representatives must review and approve the share issuance on the platform, which automatically generates and submits the necessary SH01 form to Companies House on your behalf to update your share capital.
Please note that the third-party equity management platform doesn’t process the payment, but it alerts both parties to complete this transaction.
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How do we price our shares?
Shares are priced through a self‑assessed valuation process on our trusted third‑party equity management platform. By submitting a hurdle valuation request, where you provide key financial metrics, market conditions, and industry benchmarks, the platform reviews your data and determines both the current fair market share price and a hurdle rate. This process creates a defensible valuation record, ensuring that growth shares only gain economic value when your company exceeds its current valuation, without requiring pre‑approval from HMRC.
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What is a hurdle rate, and how does the valuation process work?
The hurdle rate is the minimum per‑share value that must be exceeded for growth shares to become economically valuable. It is established at issuance, usually at a 20–40% premium above your company’s current share price, and is determined through a formal valuation process using your company’s data and expert input via the partner platform. This ensures that only growth beyond the current valuation results in economic gain, thereby protecting existing shareholders.
Please note that milestones are not restricted to quarterly intervals. You have the flexibility to set milestones on a monthly, quarterly, or yearly basis, depending on your goals.
Vesting Schedules & Cliff Periods
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What is a vesting schedule?
A vesting schedule is the timeline over which growth shares become fully owned (unconditional) by GoGorilla. This schedule can be entirely time‑based, performance‑based, or a combination of both, ensuring that equity rewards are linked to sustained contribution or achievement of specific targets.
A typical vesting schedule may look like this:
Without Cliff Period: Over one year, 25% of shares vest each quarter, provided corresponding quarterly milestones are met.
With One-Year Cliff: No shares vest during the first year. After this period, shares vest annually or quarterly, contingent upon the achievement of predefined milestones.
The specific structure of the vesting schedule can be tailored to align with your company's objectives and timelines.
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What is a cliff period, and is it required?
A cliff period is an initial period during which no shares vest, serving as a probationary phase to confirm commitment. Although not mandatory, many companies choose a 12‑month cliff, especially in a 4‑year vesting plan, to ensure that equity is only awarded after a minimum period of contribution. The use and duration of the cliff can be tailored to your strategic needs.
Digital Cap Table & Companies House Integration
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What is a digital cap table?
A digital cap table is an online tool that provides a real‑time, accurate view of your company’s ownership structure, including details such as shareholder identities, share classes, and transaction histories. It simplifies equity management and compliance reporting, making it easy to model different scenarios and track changes.
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What is Companies House, and how does two-way integration work?
Companies House is the official registrar of companies in the UK, responsible for maintaining records of all registered businesses. Our partner platform features two‑way integration with Companies House, meaning that any changes you make on the platform, such as issuing, transferring, or cancelling shares, are automatically synchronised with the official Companies House records, ensuring accuracy and compliance without duplicate data entry.
Performance Milestones & Verification
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What are business performance milestones?
Business performance milestones are specific, measurable, and time-bound targets that must be met for growth shares to vest. These milestones are documented in a digital Task Agreement and are typically aligned with key business objectives such as:
Revenue growth
Improve profit margins
Customer acquisition or retention figures
Other tangible, time‑bound targets (e.g., project completion dates)
The milestones are documented in the digital Task Agreement and are intended to ensure that equity rewards are only released upon demonstrable performance improvements.
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What criteria do you consider to qualify our business performance milestones?
We look for clear, measurable, high-level objectives aligned with your strategic direction, such as set revenue figures, profit margins, customer acquisition numbers, or other operational targets. These metrics must be objectively measurable to ensure that milestones are unambiguous and verifiable. Typically, we agree on time-bound goals (quarterly, yearly) that reflect your real commercial ambitions.
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How are performance milestones verified?
Milestones are verified internally by your company’s leadership. Once the performance target is reached, GoGorilla provides supporting performance data (e.g., detailed campaign reports, sales metrics, or analytics dashboards). Your designated team then reviews this data to ensure the milestones have been met before manually marking the milestone as achieved in the platform, which in turn triggers the vesting process.
These might only be payable if the shares have vested and if the company’s value exceeds the pre-set hurdle rate. The declaration of dividends is typically at the discretion of the company’s board and can be made annually, semi-annually, or on a different schedule based on the company's financial health and dividend policy.
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What happens if performance milestones aren’t met?
If the agreed milestones are not met within the set timeframe, the corresponding growth shares will not vest and remain with your company. In such cases, unvested shares may be deferred or cancelled, as specified in the relevant agreements.
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Could partial performance grant partial vesting if only some milestones are met?
Typically, each milestone is structured as an all‑or‑nothing target, meaning that only full achievement triggers vesting for that tranche. Partial performance generally does not result in partial vesting unless this has been explicitly provided for in the agreement.
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How many milestones can we set, and how often can we update or change them?
Generally, three to five key milestones are defined at the outset, but the number can vary based on your vesting timeline and strategic objectives.
Shorter or more frequent schedules (e.g., quarterly vesting) might use fewer, more focused milestones.
Longer schedules (e.g., 2–3 years) can accommodate more complex or tiered targets.
Any adjustments to milestones must be formally documented and approved by your board or shareholders, as the terms are typically fixed once accepted.
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What if we decide to end our partnership before a milestone is reached?
If you choose to end the partnership before a milestone is achieved, any unvested growth shares will typically revert to your company. The share terms will clearly specify the remedy, whether that involves full forfeiture, partial vesting, or another agreed-upon outcome, to ensure that only shares earned through completed performance milestones are retained.
Discounts & Fees
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How much discount do we receive on services and when does it apply?
Once the growth share structure is launched and shares are issued, a mutually agreed management fee discount (e.g., a percentage reduction on your monthly fee) may be applied.This discount reflects the alignment of our compensation with long‑term performance and is determined as part of your commercial agreement with GoGorilla.
Future Events
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Do growth shares impact future funding rounds or other equity incentive models?
Non‑voting growth shares typically do not hinder future funding rounds or the implementation of other equity incentive models (such as EMI options) because they are structured to participate only in the upside beyond your current valuation. However, major changes like issuing new preference shares or experiencing downrounds may require adjustments or an agreed “buyback” arrangement for the vested portion of the growth shares.
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What if we have a partial liquidity event (secondary share sale) rather than a full company sale?
The agreed share terms can specify whether growth shares convert automatically or if you can transfer a proportional stake alongside other shareholders during a partial liquidity event. This ensures that only the value created above the hurdle is shared.
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What happens if we raise another funding round or sell the company?
In future funding rounds, growth shares are designed to integrate into new equity allocations without altering the established conditions. In the event of a sale, IPO, or merger, our shares convert according to the pre‑agreed structure, ensuring that our participation reflects only the additional value created beyond the hurdle rate.
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Are there any restrictions on transferring these growth shares once vested?
Growth shares are generally non‑transferable or subject to pre‑emption rights and board approvals, which ensures that any transfer of shares adheres to your company’s established rules and prevents unwanted third‑party acquisitions.
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Can we buy back your shares if we no longer want you on the cap table?
Yes, a buyback clause or call option can be included in the share terms, allowing your company to repurchase growth shares at a pre‑agreed price or fair market value. This process, subject to board approval and in compliance with your Articles of Association, is fully supported by the equity management platform, which records the transaction and updates your cap table accordingly.
Taxation & Financial Considerations
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How are growth shares taxed at issuance, vesting, and at exit?
Growth shares are issued at a nominal value with no immediate tax liability because they are considered “worthless” at the time of grant, so no Income Tax or National Insurance is due initially. More specifically:
At issuance: The shares are issued at a very low nominal value (e.g., £0.01), and because their economic value is tied to exceeding the hurdle rate, there is no immediate taxable gain. It is crucial that the hurdle rate is set at a modest premium (typically 20–40% above the current share value) to ensure the shares have no built‑in gain upon issuance; if set too low, HMRC might treat the difference as taxable income.
At vesting: Vesting itself generally does not trigger a tax event since no actual gain is realised when the conditional restrictions are lifted, assuming the shares were issued at full market value based on the hurdle. The shares remain conditional until the performance milestones are met, and their tax treatment only changes once they become unconditional.
At exit (or sale): When the shares are eventually sold or converted at a liquidity event (such as a sale, IPO, or merger), any benefit realised above the hurdle rate is treated as a capital gain, subject to Capital Gains Tax (CGT). This means that the increase in value (i.e., the difference between the exit price and the hurdle rate) is taxed at CGT rates, and that tax liability falls on GoGorilla as the shareholder.
Legal Documentation & Considerations
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Do we need to hire a lawyer or accountant to set up the growth share model?
Our trusted third‑party equity management platform offers standard legal templates and guided workflows to help you update your Articles of Association, generate the necessary board and shareholder resolutions, and manage related filings. Many companies successfully set up their growth share structure using these tools, which are designed to streamline the process and minimise external legal costs.
However, setting up a growth share structure involves several critical compliance areas, including share class structure, regulatory filings, and tax compliance. Because these areas can be complex and must be tailored to your company’s specific circumstances, we highly suggest that you consult independent legal and financial advisors to review and finalise your documentation. This professional input helps ensure that all legal and tax obligations are met whilst leveraging the platform’s “compliance by design” tools.
○
What legal documents are required to set up the growth share model?
Setting up a growth share structure typically requires several key legal documents that are facilitated through standard digital templates on our trusted equity management platform, including:
Articles of Association (AoA)
Purpose: The Articles set out the rules governing your company’s operations and share capital. For a growth share structure, the AoA must include provisions that allow for the issuance of conditional growth shares, outlining specific rights, restrictions, and conditions (such as vesting rules, leaver provisions, and the mechanism for canceling or deferring unvested shares).
Provision: Our partner platform provides a standard set of model Articles that include the necessary clauses for growth shares (often referred to as “V shares” in their templates). Alternatively, if your company prefers to retain its current Articles, the platform can supply the specific growth share clauses for your legal advisor to insert into your existing document.
Task Agreement
Purpose: This agreement sets out the specific terms and conditions attached to the growth shares, including the vesting schedule, performance milestones, and any conditions for the shares to become unconditional. It also outlines what happens if milestones are not met or if the recipient leaves the company.
Provision: The platform includes a digital template for the Task Agreement. This template clearly details the agreed-upon performance criteria, vesting conditions, and other rights and restrictions.
Board Resolutions and Shareholder Approvals
Purpose: These documents are required to formally authorise the creation of a new class of growth shares and the issuance of such shares under the approved terms. They ensure that the decision to implement the growth share structure is approved by your company’s governing bodies.
Provision: The platform automates the generation of digital board and shareholder resolutions. These documents are then e‑signed through the platform, providing an audit trail and ensuring that all necessary approvals are in place.
Hurdle Valuation Report
Purpose: Although not strictly a “legal” document, the hurdle valuation report is essential because it sets the benchmark (hurdle rate) above which growth shares acquire economic value. This ensures that growth shares only benefit from future growth and that there is no immediate tax liability upon issuance.
Provision: You can request a hurdle valuation through the partner platform. Their in‑house team will review your company’s financial metrics and market data to produce a defensible valuation report, which is then recorded as part of the incentive model’s terms.
Additional Documentation (as needed)
Deed of Adherence: If your company has an existing shareholders’ agreement, new growth share recipients may need to sign a Deed of Adherence to agree to its terms. The equity management platform typically provides a template for this document.
Share Certificates and Transfer Forms: Once shares are issued, digital share certificates are generated automatically by the platform, and any subsequent share transfers or buybacks will be documented through standardised stock transfer forms generated on the platform.
Please note that whilst the third-party platform provides a near turn‑key solution, it is essential that you work with independent legal and financial advisors to review and finalise these documents to ensure full compliance with UK corporate laws and tax regulations.
○
How do you ensure the shares don’t dilute existing shareholders unfairly?
The growth share structure is designed to protect existing shareholders through the use of a hurdle rate, which ensures that:
Existing shareholders retain full value up to the current company valuation, meaning that growth shares only participate in any additional value created beyond that threshold.
If the company’s value does not increase, the growth shares have no economic impact, thereby safeguarding the baseline equity value already held by existing shareholders.
The updated Articles of Association and Growth Shareholder Agreement clearly define these protections, ensuring that any dilution only occurs proportionally in the upside, and not at the expense of the value already built by current shareholders.
Platform & Data Security
○
Does awarding shares to GoGorilla mean you can access sensitive financial or board-level information?
Awarding growth shares to GoGorilla does not grant us access to your company’s sensitive financial data or board-level information. Growth shares are issued as non‑voting equity, and our role is limited solely to fulfilling marketing milestones. Furthermore, we operate under strict confidentiality and non‑disclosure agreements (NDAs) to ensure that all your proprietary data and strategic details remain fully secure and confidential.
○
Is your partner platform regulated or secure for managing our equity?
Absolutely. Our trusted third‑party equity management platform is fully authorised and regulated by the Financial Conduct Authority (FCA) in the UK and employs a range of robust security measures to safeguard your equity and data. Key aspects include:
Regulatory Compliance and Data Protection: FCA‑regulated and fully compliant with GDPR, ensuring that data processing meets UK standards.
Infrastructure and Reliability: Hosted on Amazon Web Services (AWS) in the EU (using an Ireland data centre with backups in London), with multi‑zone redundancy to ensure continuous service even if one AWS zone fails.
Encryption & Data Security: All data in transit is protected by 256‑bit SSL/TLS encryption with HSTS enabled, and data at rest is encrypted to prevent unauthorized access.
Access Controls: Mandatory two‑factor authentication (2FA) and strict internal controls limit access to sensitive information, ensuring that only authorised personnel can access your data.
Please note that all technical details and risk management are handled directly by the partner platform.