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  • Steps to Prepare and Run an AGM for Startups in Finland

     This article was originally published at  https://nordicfounders.com/preparing-for-an-agm-in-finland-a9bd6a7980f3#.qrjsdj6ip

     

     

     

    Every company (startup or not) registered in Finland have to conduct an Annual General Shareholder Meeting within 6 months from the end of each financial period (with is most likely a full calendar year).

    If you registered your company during last year, this usually means your accountant will start (make sure to ask explicitly) closing books for 2015 during February/March (budget 400–800€ for this work).

    When books (tasekirja) are ready, you need to ask your auditor to “check” it and give an official statement everything is according to the law (budget another 400–800€).

    With all papers in place, you have to call for a annual general shareholders meeting with the main objective of approving accounts and appointing the new board of directors.

    Like with any other shareholder meeting, the board of directors (read startup founders) needs to deliver an invitation to the meeting at least 4 weeks in advance. Sending an invitation by email is generally acceptable, and the text usually should include the following:

    Shareholders of [Company] Oy are invited to Annual General Shareholders´ Meeting on [Date] to be held at [Address]. 
    The meeting shall cover following issues: [Agenda items].
     — Board of Directors [Date] [Signatures]

    On the day of the meeting, you will need to go through all agenda item (it is highly not recommended to change them) and document the decision. It works the best the have an already prepared template and just fill it in as you go, instead of actually taking the meeting minutes. The following template worked for us @eliademy for the past 3 years.

    0. Header

    Make sure to clearly specify type of the meeting, company name, date/time and list of shareholders (present/absent) along amount of their votes

    1. Opening of the Meeting and Elections

    [Name] opened the meeting and acted as the chairman of the meeting. [Name] was called as the secretary of the meeting. [Name] was elected to review the minutes and count the votes.

    2. Participants and Legality of the Meeting

    The Chairman confirmed the list of votes. It was recorded that the notice of the meeting was sent to all shareholders by letter on [Date].
    It was recorded that financial accounts have been available for review in the premises of the Company as required by the Companies Act and copies of these documents have been provided to the shareholders upon request.
    It was resolved to approve the agenda for the meeting.
    It was recorded that the meeting was duly convened and constituted a quorum.

    3. Annual Accounts and Auditors Report

    The Annual Accounts and Auditors Report for the accounting period [Date] — [Date] were presented.

    4. Adoption of the Annual Accounts and Distribution of Profit

    It was resolved to adopt the Annual Accounts for the accounting period that ended on [Date].

    Depending on how you did financially, you may or may not chose to distribute the dividends. Make sure to explicitly mention it.

    It was resolved to pay no dividend. OR It was resolved to pay dividend of € [Amount] per share, total of € [Amount] on [Date]

    5. Discharge of liability

    It was resolved to discharge the members of the Board of Directors and the Managing Director for the accounting period that ended on [Date].

    6. Appointment of new Board of Directors

    Legally speaking, each privately held company needs to have a chairman and at least 2 ordinary members. Thus, you need to mention their names explicitly. It is also a good time to mention weatherboard receives any remuneration for the service (some publicly traded company’s in Finland give 50–100K as a bonus to board members, but as a startup, you most likely will keep it as zero).

    It was resolved to appoint [Name] as chairman of the board and [Name], [Name] as ordinary members. It was resolved that the members of the Board receive no remuneration.

    7. Auditor

    From legal point of view, auditor bears no responsiblity if you accountants made a mistake in books, but auditor failed to see it. If there is any problem, board or directors takes the full blame. Make sure you are working with the best guys.

    It was noted that [Name of the auditor] as the responsible auditor, has acted as the auditor of the Company during for the accounting period. It was decided that the present auditor shall continue as the auditor of the Company.

    8. Closing of the Meeting

    It was noted that all decisions were unanimous (otherwise attache list of votes).
    [Signatures of all participants]

    That is it, you are done. Scan the signed document, store it in your cloud drive, upload to your website or send to all shareholders by email (the last 2 have to be done within 2 weeks after the meeting).

    Remember that content of AGM for every company is a public information, thus, you need to submit it to PRH (and translate Finnish/Swedish) together with any other company updates you have to report (for example if you changed the board or auditor).

    For more information about AGM requirements and obligation, check Finland’s Limited Liability Companies Act.

     

     

     

     

     

     

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  • Before you start sailing : A must have perspective when moving on with a new business idea.

    Starting a new business is analogous to sailing to an unknown destination. Many atimes we are immersed solely on how to get there quickely. Sailing requires vision, road map, team, route awareness and etc. Seldom do we bother about what's along the way-length of journey, storm, wind, logistics and etc. In as much as it could lead to an exotic experience of sucess and learning, starting up may bring about unprecedented outcomes of failure. I'll put aside the philosophy of sailing and get myself right down to imparting experiential reflection-of sailing in not just one but many of my endviours-as a founder, student, employee and advisor of "IT and services" startups. Coming up, I've summarized 10 relevant action points that we need to take in to account in the course of moving on with a new business idea.

    1)Data driven marketing 

    Long gone are the days when you could say anything and all will be taken for granted. That marketing is only about saying empty "Words" or "Statements" or "Compound complex statements " to anybody. First, define your customers or the need for your product/servcies through an in depth consumer analysis. 

    -Quantify as to how big is the market for your product/ services through descriptive and prescriptive market analysis. 

    -Understand and benchmark your competitors. Analyze the main players as well as the entrants. 

    -Edify your distribution channels. Analyze as to how you will get your product/services to customers. 

    -Identify and structure the commission plan across different intermediaries.

    -Develop your marketing action plan. Plan as to how you will get the word out across different demographic segmentations, prices, promotion and products. Quantify and iterate the plan. You are highly advised to have a marketing partner. 

    2) Startup Ethics While you may well be geninley interested in making difference through your business, you may obliviously violate a series of industry specific standards and ethics of operation. Subsequently, it's important that you take time for ethical need awareness and of listing all the possible ethical implications of your idea or startup. Carry out a holistic stakeholder analysis with regard to the possible impact that your product or service may have. Where possible, use a stakeholder mapping strategy frameworks. Furthermore; consult a lawyer or partner with one.

     

    3)Startup Accounting Document what is own by the team regularly. Determine liabilities and equities of the team. Define as to how member’s equity will mature or fade out across time, skill and contribution to the team. Avoid cooking the book yourself as it’s smarter to partner with an accounting firm.

     

    4)Team behavior 

    In early stage startups, you are in a constant challenge of finding the right team members as well as ensuring that your team stays as cohesive as possible. Play a group game. Spend time out with your team members so you know, understand and relate with each other better. The more you know each other, the easier it becomes to establish a casual depiction of circumstances and manage behavioral challenges and resources. The more you know each-other the less your perception and relationships among would be based on one sided small talk gossips, hearsay or just a subjective impression. Develop and nurture an open working environment. Get everyone in the team feel important and responsible. Avoid false hierarchies and strong boundaries. 

     

    5)Quantitative Analysis Quantify the present and future predictions of your business model. Operation costs, assets, liabilities and equities should be accounted. Where possible use Decision three, Cash flow analysis, Revenue metrics and Regression analysis and forecasting. While you can’t be 100 % sure about your quantification, quantified big picture helps design a reliable strategy.

     

     6)Startup Finance How do you value your stocks? How are you going to divide among? How are you offering stocks to an investor? How are you going to pay employee anew? What happens when a shareholder leaves a startup? How must you divide revenue? How should you arrange a safe stock ? How will you mitigate flooding dilution? How should you exit?

     

     7)Startup Operation Deals with the process by which a product or service is produced. This is where the need for being well versed in the art of the big picture -Project/Product management - would come in to play. Don’t over promise and under-deliver. Nor over plan and early deliver. Your ability to analyze your methods, manpower, technology and skill set will help you understand, plan and build your capacity. Schedule and metricize minor details as well as big pictures of activities. Maintain quality and industry specific standards.

     

    8)Startup Economics Understand the demand for what you are striving to supply. Make sure you aren’t envisioning to supply what’s surplus. Make sure you aren’t supplying what’s in demand only for a short period of time. Make sure you are not building business structures for products or services that will play out only for a short period of time. Make sure that you aren't building a business that entrants can easily copy-play and thrive on. Check and balance supply Vs demand through time, geography and competition multi-variates.

     

    9)Startup Strategy This is a very important aspect of your Startup. This is the stage that entails the make or the break moment of your your vision.

    While strategy is a broad term, it’s divided in to three key categories: - functional, business and corporate strategies. 

    Functional: - Lowering operational costs and deploying the most effective business process.

    Business: - Includes but not limited to your solid plan in competing in the industry you operate in.

    Corporate/Startup Strategy: - You decide as to what kind of business you are. What would you like to be? Then again, why?

    "The essence of strategy is choosing what not to do. Strategy is about making choices, trade-offs; it's about deliberately choosing to be different. The best CEOs I know are teachers, and at the core of what they teach is strategy " Michael Porter- Father of strategy 

    The Five Forces Theory of industry Structure, which was formulated by Michael Porter of Harvard suggests Substitutes, Competitors, Buyers, Entrants and Suppliers are an important factor in determining your Startups strategy.

    Substitutes : Is your product or service easily replicable or replaceable?

    New entrants : How likely is the threat of a new entrant getting in to your business.

    Suppliers : How important is the collective bargaining power of suppliers

    Buyers : How important is the collective bargaining power of buyers.

    Competitors :How is the level of rivalry among existing firms and entrants. 

    Once you have brainstormed on the five forces, you can easily formulate the survival and growth strategies for your Startup.

    Cost leadership: Deploying the lowest cost possible for the process, team cohesion and supply chain of your products and services.

    Differentiation :Getting your product or services as unique as possible.

    Focus : Solidifying on a market niche, a geographical area or a flagship.

    10) Ponder the points you walked through . 

     Up-next:- Take out a piece of paper and brainstorm on your/ your teams contemplation of each section.

    Happy sailing!

    Up-next:- Take out a piece of paper and brainstorm on your/ your teams contemplation of each minute.

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  • Riku asks, "Why would early stage startups need to live by the process benefits that agility brings forth?"

     

    Riku, name changed, is a CEO of an early stage startup founded about a year a go . As an undergrad student of political science , he  didn't  participate  nor completed or learnt about technology  projects before-even at college level. He found himself awake in the reality of  being a CEO of a project which he initiated  with his friends. He doesn’t know what an agile is and before setting on a journey to explore on that Riku asks, ” Do I need to know and then live by agile?”. Unabridged, comes from a message delivered to the Facebook page of Entrepreneurs in Finland which if you haven't given your thumbs up yet is   https://www.facebook.com/entrepreneursinfinland/

    Dear Riku, you are always welcome to pose a question here. We all don't have the absolute skills required to start a business. That's why we need to help each-other as a community.

     

    Dear Riku, as you are a new comer to the technology  industry, you may not have  the grasp of the big picture. Things are changing very perpetually. Disruptive technologies are hampering the product development life cycle of SME’s as well as giant corporations. The business landscape is dynamic, competitive and exhibit very varying industry specific standards, ethics and level playing fields. Product life cycle is decreasing. Nevertheless, customers pace of requirement might alter on the spur of the moment. This and many other intertwined challenges  that are common in the industry  have  got not just only early stage startups but well established, giant and renown corporations in to a  constant need for hiring the right product/project manager who understand and exhibit the big picture. Early stage startups often don’t have the money to hire Mr /Mrs Big picture. Consequently, not just CEO's but  founder’s knowledge and application of agility would play out as an important factor in leading  any startup project as well as support investors decision when analyzing teams.   

    So, why would early stage startups  need to live by the optimum process benefit that agility brings forth?

     There are ample points with regard to the benefit of agile project management.  I’m not trying to short list only the best I presume . I’ve just only fast written down what popped in to my mind this morning.

     

    1. Startups are in the highest level of internal as well as external uncertainty. Internal uncertainties are those that can be controlled by the PM such as scope, schedule and cost while external uncertainties are those that can’t be controlled or mitigated by the PM such as industry specific laws , markets and etc.
    2. Seldom do startups fulfill the unique expertise needed for a specific project. An agile team exhibit a culture of redirecting and assigning an already existing resources and skills as per a real time need encountered.
    3. Startups don’t have an already existing mature product lines or business practices from which a new project can be shaped. Often, startups have one flagship product or services the management of which will determine not just the project but the existence of the company.
    4. While all the primary roles in the project should be filled in with the right skill, startups may not have adequate resources to do so. Many at times, Startups rely on multiple secondary roles assigned to two or more cross functional cohesive team members. In startups, secondary as well as tertiary roles are important as it would affect and influence the operation and strategy of the startup respectively.
    5. Social or political projects are waterfall in nature. Startups don't have enough resources to waste on planing alone. In other words, a startup  can't bite off more than it can chew. Subsequently, test as you develop and refine as you iterate is a resource effective strategy   customary  in Agile project management.
    6. In startups, it's a must that you produce something. With that something that you have developed, you can further enhance based on the consumer, investor and coach analysis you have made. Remember that  starting up is always about starting something and deliver iteratively. The deadlines in maydays, sprints, milestones or whatsoever  are key measures of what you have delivered and improved.
    7. Projects may need to be terminated for uncontrolled but foreseeable reasons. Funding might dry up. Offices may be moved. Startups are so vulnerable to change that potential effects of change should be mitigated with a very holistic contingency plans. Founder or CEO who sees to the day today activities of  his/her teams won't have difficulty when making spontaneous decisions.
    8. The best menu that you have on Agile PM is Scrum where team members would  meet up to impart about  their progress and challenges in the project. Apart from cohesion, Scrum helps  all issues put out on the table for open discussion and resolution. 
    9. Startups are always looking for investors. One of the key attributes that investors would check and balance is agility of teams. Many at times, investors are well acquainted ; have had or still have  other projects, startups and business in which team and process agility are of a paramount importance. As a result, if you can't sell your team as an agile then never follow up a positive pitch feedback with an investor unless the investor is solely after your idea.

     

    Agile has a lot to offer not just only to early stage startups  but also to giant corporations. 

    Dear Riku, mentioned above are just only a few. There are lots of reasons as to why  agility is imperative for startups as well as prominent corporations comprising of different units. I suggest you take a course or two on project management  at the university while at the same time rigorously reading on Agile Project Management  which is very different from classical project management. This shall liberate you from learning by doing lots of mistakes which  can't be afforded in startups. Now that i'm moved by your questions, I will get back with similar topics for wider readership later. Hang in there Riku! 

     ____________________________________________________________________________________________________

     

    Mikael Argaw is the humble founder of  http://www.entrepreneursinfinland.net. He has a background in IT as well as PM . Integrating with his ongoing further studies, initiatives, projects and as a hobby, Michael enjoys reading  on technology, PM, Business Intelligence, Entrepreneurship, Education, Business development, and current issues. Michael is available for independent consultation - argawmichael@gmail.com

    __________________________________________________________________________________________________

     "Striving to stir positive ideas on the meeting table, blogs and groups. "

     

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  • An Open Letter to Startup Accelerators in Finland

    This article was originally published at https://nordicfounders.com/an-open-letter-to-startup-accelerators-in-finland-c7d9208722f5

     

    7 improvements that can help accelerators provide a better service

    During the past 5 years, Finland became one of the best places for startups, due to an incredible amount of work from the government, VCs, angels and various accelerators.

    I got to work with 5 different startup incubators/accelerators in Helsinki area and while in general my experience has been largely positive, learning more and more about running a business in Finland, I have started to notice few areas for the improvement which are addressed in this “letter”.

    1. Hire entrepreneurs to help entrepreneurs

    The majority of advisors we got to work with had largely a corporate background — they were consultants, program managers or bankers, but neither of them had a real hands-on experience of starting they own business. And needless to say, ability to get funding as a consultant for a large company or prepare a fancy powerpoint presentation about strategy is a far cry from a small startup needs.

    Just after Microsoft-Nokia debacle, there has been over 300 new companies created. Most of them, even the most notable ones like @Jolla, have failed. But each of those failures is also a tremendous learning experience that must be shared. After all, even @Supercell and @Rovio got where they are right now after almost a decade of making games that have ultimately failed.

    To sum up, search for people who have made a good product, but a bad business. They will be the best guys to help younger startups.

    “Only those who dare to fail greatly can ever achieve greatly.”
    - Robert F. Kennedy

    2. Stop focusing on business plan

    This problem is a derivative from point 1 — a typical startup advisor has consultant’s mindset. At some point we have spent almost a month with our advisor ironing out multi pages business plan, calculating addressable market and making 5 years revenue projections. A year later we have closed the company. None of the projections worked out for a very simple reason — we had no control real control over them, nor prepared a plan how to influence them. Expecting your userbase to double in month based on some statistical data, is not the same as specifying what exactly you will do to make it double.

    The only thing any startup needs is to find a service for which people will pay and make sure they can replicate it over and over again. Only then you need a multi-page business plan, otherwise, you are just wasting your time.

    3. Stop using the US as a reference

    Forget about multi-million valuations, growth hacking, pitching and please stop reading TechCrunch. EU is not a homogeneous addressable market of 319 million people. Each country has it is on legislative and regulatory “issues”, let alone cultural differences and languages. Finland alone has its own ecosystem, mentality, and user behavior traits.

    Focus on the home market. Make sure you have helped to use the best public funding instruments in our disposal. In Finland alone we have TekesSitra,Finpro and Team Finland, let alone constant EU-wide projects like Horizon 2020. This is where previous consultancy experience truly can shine.

    4. Share document templates

    Each startup needs employment contracts, NDAs, shareholder agreement, vesting agreements, board and shareholder meeting minutes templates.

    Getting a coherent and well-prepared set of any document needed to run a company in Finland was probably the most valuable thing we got. Sadly, we got it only from 1 out of 5 incubators we have been to. Definitely, something to improve.

    The best initiative so far, unfortunately, limited only to SHA, ishttp://seriesseed.fi.

    5. Help building a strong advisory board

    Accelerator advisors can be mistaken for the advisory board, but having people who put their sweat equity is not the same as few gentlemen “assigned” to help a startup. As a rule of thumb, any startup needs advice with finance, marketing, technology and legal.

    The best advisory board are built exclusively through personal networks, and most first-time entrepreneurs need serious help here. If you already have a network — let others to use it as well.

    6. Focus on serving startups first

    The majority of incubators in EU (and Finland in particular) are funded with public money, yet some are asking an equity stake from each admitted startup. I fully agree that a person without ownership is fundamentally misaligned with the company goals, but perhaps the procedure should be reversed. Startup owners need to decide who from the mentors shall be rewarded, instead of giving away a chunk of they company to the organization.

    7. Work with TE-office

    With a current unemployment of over 10% (and youth rate over 20%) TE office is really trying hard (sadly they don’t think much about startup needs, but that is a separate story).

    There are multiple rebates program like palkatuki and sanssi (company gets up to 50% salary back for hiring unemployed person), requalification and consultancy programs, free job board and fairs, European mobility and many others.

    None of them was ever emphasized for us as an exellect instrument to save on labor costs, not to mention helping people find a new place.


    In conclusion, I would like to say “thank you” to every single advisor we got to work with. Without you, we @Eliademy would never get this far.

    I certainly hope that some of the things I have encountered have already been addressed during the boom of accelerators in 2015 (this post is based on my personal experience between 2012 and 2014). If not, I’m happy to extend this post with new idea how to make Finland the best place to start a business.

     

     

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