Introduction
Start-ups are making great strides and impacting the world economy. It is estimated that there are about nine hundred unicorn start-ups (non-listed start-ups with valuations of US$1billion and above) in the world with an estimated value of more than US$3.5trillion, [i] including companies like Uber, DiDi, SpaceX and Airbnb.
In Ghana, start-ups are also making an impact in many sectors of the economy, particularly the transport, entertainment and fintech spaces. However, a significant number of start-ups fail. Globally, it is estimated that the failure rate of start-ups is between 50 to 60%. It is believed that the rate may be significantly higher in Africa, where the systems are not in place to support the growth of start-ups. It is, therefore, important for entrepreneurs to avoid the pitfalls which lead to the failure of a significant number of start-ups. While obvious mention can be made of access to and cost of finance, the crux of the matter is inability or failure of start-ups to get the right advice.
Definition of start-ups
Given the informal nature of our economy on the continent, it is important to clarify what constitutes start-ups as different from small businesses. Opening a ‘provisions’ shop within a neighbourhood is not a start-up. Start-ups are generally businesses newly-formed by entrepreneurs with a particular drive behind them, based on perceived demand for their products and services and with the aim of scaling up quickly to fill a market gap. The main differentiating factor is that start-ups seek to commercialise innovative ideas to fill a market gap.
As a result of the need to scale up rapidly, there are major challenges including resource constraints. Many young men and women have brilliant solutions to the myriad of problems facing the nation which can be resolved, or at least minimised, by the provision of products and services. The challenge is transforming such brilliant ideas from just ideas to sustainable profitable businesses and scaling up to fill market gaps.
Avoiding the pitfalls
Existing studies and research have catalogued the numerous problems and challenges faced by start-ups globally. These include:[ii]
- Lack of finance
- Neglecting marketing and sales
- Lack of planning
- Finding the right people
- Time management
- The founders
- Scaling up
- Being in a comfort zone
In least-developed and developing economies in Africa, including Ghana, the challenges are more pronounced. In Ghana, access to finance and cost of credit have been the top-most problems for businesses generally and for start-ups in particular. Even though this has been a concern for most start-ups on the continent, in advising a number of start-ups or dealing with disputes that have arisen, it has been observed that the most critical of challenges is inability or failure of start-ups to obtain the right advice and on time at the initial stages of putting their ideas into action.
Observation over the period shows that failure to obtain the right advice enabling start-ups to avoid pitfalls has led to the failure of a majority of start-ups. The majority of these pitfalls can be avoided by obtaining the right advice. Start-ups must therefore avoid the following pitfalls through right and timely advice:
- Starting without a proper business plan – Surprisingly, a number of young entrepreneurs with innovative ideas fail to ensure they have a proper business plan to guide moving that innovative idea to products and services which are delivered to targetted clients or customers. A plan cannot only be in the head of the founder. Documentation of the plan is important for start-ups. This requires having the right advisor to guide preparation of the business plan with clear steps and an implementation schedule, as well as fall-back positions in the event of setbacks. As is said, failing to plan is planning for failure.
- Not deciding on form of set-up – This covers the business form to use in implementing the innovative ideas of start-ups. Choosing the wrong business set-up invariably leads to future challenges and the possible demise of start-ups. In Ghana, the default position has been for start-ups to start the process without incorporating a business entity or registering a business name. Most start-ups operate essentially as a sole proprietorship without the protection offered by registration. Even though it is not inherently a bad idea to do so, failure to recognise the implications of operating as a sole proprietorship creates problems down the line – particularly when it comes to raising funding.
Even in instances when a decision is made to have a corporate entity, choices need to be made between a firm (partnership) or the incorporation of a company (and what type of company to incorporate). The right advice or information must be obtained to inform understanding of the decision and its implications.
- Unsuitable shareholding structure and governance system – It has been observed that the default position – in the case of creating a corporate entity for most start-ups – after determining how to get the operation going, is to set up a private company limited by shares. In doing so, determining the right shareholding structure must be based on sound advice based on law, the business model and optimisation of funding opportunity – as well as recognising the need to protect young, founding entrepreneurs. Failure to do that has led to instances when founding entrepreneurs become employees in their own company, with no ability to give direction on how the business should operate.
Related to the above is the need to have a good corporate governance system. This requires having the right mix of expertise for board composition. Directors for start-up companies, in most cases, are not selected based on requirements of the business, but on having a board that does what the founder dictates. It is more prudent for success of the start-up that each member of the board brings on board some expertise required for success of the business. This must not only be limited to technical expertise but also include having the time, business acumen and commitment to see to the start-up’s growth.
Principles of good corporate governance must be adopted based on:
- leadership, ethics and integrity
- participatory and inclusive process
- being consensus-oriented
- accountability and transparency
- being responsive, effective and efficient
- equity or fairness
- based on rules – both legal and non-legal
- clear roles and responsibilities of the various actors
There is no one size-fits-all governance system. A governance system must be crafted for each start-up by taking into account particular circumstances of the founder and persons involved, and business and legal requirements. This requires obtaining the right advice.
- Inability to raise funding – While this may be seen as the number-one challenge on the continent (seen as the top-most in Ghana), there are many financial institutions and investors prepared to invest in start-ups. From observation, the underlying problem has been the preparedness of start-ups to access such funds. Generally, initial investments are sourced from family and friends. This is mostly done on a very informal basis, with no clear agreement on repayment for debts or exit of friend/family ‘equity’ investors. This has led to many disputes when friends and family start to see potential growth of the business.
Even when the initial investment is secured and products or services are launched, the next stage of raising funding to scale up encounters challenges because the start-up fails to have a proper contractual framework for its activities. These may cover simple issues like the right employment contract for staff, terms of initial investment; not having the right shareholding and governance structure; improper or inadequate business plan; contractual arrangement for clients (especially when these are major clients) to secure receivables; proper documentation on title to assets, including intellectual properties of the start-ups, etc. Without the right foundation, one is not able to build and scale up operations of the start-ups – leading to their inevitable demise. Advice on each of these is vital for the survival and growth of start-ups.
- Not dealing with founder’s dilemma – While the cultural setting in Ghana seems to require the involvement of owners for a venture to succeed, advice on two factors is crucial. The first relates to how the founder’s ideas are capitalised to become assets of the start-up with commensurate compensation – usually future consideration – to the founder. This also involves issues of knowledge transfer that must be factored into terms under which the founder works for the start-up.
Secondly, how the founder is protected to maintain some level of control through various stages of the start-up’s growth with a good transition process is key. This requires having good advice on shareholding structure, consideration for founder’s shares and an in-built succession plan in governance structure, among others.
Also, recognition by the founder that he or she cannot do it alone is critical. This requires engaging the right mix of people to constitute a team that is able to deliver at the various stages of the business’s growth.
- Lack of title to assets and terms of acquisition – Failing to document the assets of start-ups hampers their ability to access credit. Proper documentation of assets requires right advice on acquisition of title acquisition and having an asset register. Documentation is especially required in acquisition of immovable property – land and buildings. It is also required for securing occupation of office space.
For example, a start-up may rent an office without any proper tenancy agreement and once the landlord gets an insight into operations of the start-up he demands exorbitant rents which the start-up is unable to pay, leading to eviction and disruption of business operations. As part of the documentation for start-ups, creating an asset register may also be very useful.
- Failure of legal and tax compliance – The law affects every aspect of business operations. Operating without complying with the law only leads to adverse consequences. All the above pitfalls and challenges also have legal implications. It is therefore important to ensure that right from the conception stages, one obtains the right and full legal advice on all aspects of the business operations. The tax implications should not only be understood as a requirement to pay taxes. There are tax benefits and tax-breaks available to start-ups. However, these are based on compliance with legal requirements.
Obtaining the right legal advice will ensure start-ups take advantage of such benefits. The compliance requirements should not only be limited to specific jurisdictions. With introduction of the Africa Continental Free Trade Agreement (AfCFTA), seeking the right advice enables start-ups understand how they can take advantage of and be able to reach wider markets created under the AfCFTA to scale-up or collaborate with others that may be seen as competitors.
Knowledge, they say, is power. Having the right information enables one to avoid pitfalls. Start-ups in particular require the right information to avoid failing. Experts are able to advise and guide start-ups to overcome the numerous pitfalls they face. While the issue of cost may be raised as a stumbling block for obtaining the right advice, firms have adapted and are willing to engage with entrepreneurs to provide advice and guide such start-ups at very low rates – or on a pro bono basis – as part of their own business development initiative to grow with the start-ups. Start-ups should therefore seek out such firms. Government has launched the YouStart Ghana Initiative. It is recommended that not only should government be making funds available to youth entrepreneurs, it should also create an ecosystem that provides full advice on the above issues.
Conclusion
In conclusion, great opportunities exist for start-ups on the continent to become unicorns. Even if they do not achieve the status of unicorns, they may grow to the likes of Chippers Case, Andela, Opay, Wave, Flutterwave, Interswitch, Esusu, Jumia and Fawry, which are leading the way to becoming unicorns[iii]. The key is seeking and obtaining the right advice to move brilliant ideas from the incubation stage to viable, successful businesses – providing products and services to fill the numerous market gaps on the continent and in Ghana in particular.
*Ferdinand D. Adadzi is a Partner with the Corporate & Finance Practice Group of AB & David Africa. He is based in the Accra office and works with the firm’s Africa Finance Team which looks at the finance sector across sub-Saharan Africa. He has advised a number of entrepreneurs/start-ups on their set-up, raising fundings and partnership arrangements from idea stage to the implementation and scaling-up of such businesses. Ferdinand also lectures at the GIMPA Faculty of Law in corporate law. He recently published a book titled ‘Modern Principles of Company Law in Ghana’.
Email/Telephone No.: [email protected] / 0242262180
[i] https://www.embroker.com/blog/unicorn-startups/
[ii] https://www.teamwork.com/blog/11-challenges-startups-face/
[iii] https://nairametrics.com/2022/02/15/african-unicorn-the-most-valuable-startups-by-africans-you-should-know/
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