Startup Business Investment Contract - Excel by fgo77247

VIEWS: 25 PAGES: 143

Startup Business Investment Contract document sample

More Info
									MSME Status Calculato
   Tool for Evaluating SME Status of the Applicant Enterprise
Calculator
f the Applicant Enterprise
 Instructions:
 a) Please input data only in the grey cells as marked; please do not key in the other colored blue and yellow cells
 b) Please refer to the explanatory notes wherever required
 c) Please apply special discretion to determine business relationships of the applicant by refering to the conditions

A) Company Description



a) Name of business




b) Registered Address




c) Names & Titles of the Principal Directors      1
   (Chairman, Managing Director, CEO,
   Director General)                              2

                                                  3

                                                  4

                                                  5

                                                  6




d) Company Registration Number
e) Registered Capital                                AED



f) Paid up Capital                                   AED



g) Business Structure
                                                     Proprietorship


                                                     LLC


                                                     FZE




B) Business Overview


a) Business Sector (Industry Group)                                                Trading

   Notes:
   a) Please refer to the Industrial Classification map provided
   b) Please tick one industry group, deternimation of industry group should be based on the primary line of business of the a




b) Description of Products / Goods / Services

   (Please provide details on the
   applicant's primary line of business)




c) How many years has the applicant been in the current business?
C) Business Independence & Applicant Relationships


   Notes:
   a) Please refer to the explanatory notes for definitions of indicators: employee headcount, turnover and types of enterprise
   b) All data (employees, turnover)should pertain to the current reference period (annual accounting year) and estimated / ve
   b) In the employee headcount, please include all employee who have been on the pay rolls of the company for the current
   headcount
      For turnover, part time, not include other sources of income such annual work interest, royalties attributable from in
   c) calculation of please do seasonal and contractual staff; please use as dividends,unit (AWU) calculation as explained thet
   d) Please enter unconsolidated data (employee, turnover) for applicant as well as applicants partners' pertaining only to t




a) Assessment of Business Independence



1. Does the applicant have a controlling stake in any other entity / entities greater than 20% or does any other entity / entities h

                         Yes                                                           No



 2. Is the business applicant operated / controlled by a government body or does a government body have a stake of greater


                         Yes                                                           No




   Please proceed with the evaluation, the business applicant's SME status is not dependent on any linkage with a g




3.If the answer to 1) is “Yes”, please provide details for all entity (ies) deemed to be the applicant's partners?
    <<Please click to check conditions for Partnership>>




          S. no.                             Name of the Entity                                                   % stake

             1
             2
             3
             4
             5
           6
           7
           8
           9
          10
          11
          12
          13
          14
          15
          16




4.If the answer to 1) is “Yes”, please provide details for any entity (ies) deemed to be the applicant's linked businesses?
 <<Please click to check conditions for Linkage; user discretion is warranted >>


        S. no.                            Name of the Entity                                          Employee Headcount
           1
           2
           3
           4
           5
           6
           7
           8
           9
          10
          11
          12
          13
          14
          15
          16




 5.If any of the applicant's partner enterprises (as captured in 3) or linked enterprises (as captured in 4) have further linka
 Please ensure that the data being provided is unconsolidated and does not take into account the effect of subsidiaries and
 (these are deemed to be the applicant's linked / partner enterprises further linkages which need to 100% consolidated with


                        Name of the Applicant's Partner / Linked Entity (as         Name of Further Downstream Linkage
        S. no.
                                       captured from 2,3)                                       Partner / Linked Enterpri
          1
          2
          3
            4
            5
            6
            7
            8
            9
           10
           11
           12
           13
           14
           15
           16




D) Data used to determine applicant enterprise's size category




  Please input the applicant's unconsolidated data i.e. data pertaining only to the
  business without the effect of its affiliates and subsidiaries



  Note: Please note that the data must pertain to the current reference year during which SME status is being applied for




  Input data to determine enterprise category




E) Evaluation Summary
Applicant Name               0



Industry Group   No industry group selected
                                                                                                     MSME Stat


he other colored blue and yellow cells

he applicant by refering to the conditions of partnership / linkage within the explanatory notes provided (i.e. the applicant's partner




                                              As at                                3/14/2001
                                                 (As it appears on the Trade License / Registration Certificate)



                                                 (As it appears on the Trade License / Registration Certificate)




                                                               Partnership


                                                               Branch


                                                               FZCO




                                                 Manufacturing                                            Services




ased on the primary line of business of the apllicant
headcount, turnover and types of enterprises (as per independence criteria): autonomous, partner enterprises, linked enterprises
(annual accounting year) and estimated / verified through bona fide source (ideally company's books of accounts)
the pay rolls of the company for the current year of reference (including part time, seasonal and contractual employees); however for

 ork interest, royalties attributable from in business applicant's
nds,unit (AWU) calculation as explained thethe explanatory notes other investments
ll as applicants partners' pertaining only to the particular entity and without the effect of the entity's subsidiaries and affiliates




han 20% or does any other entity / entities hold a controlling stake the applicant entity greater than 20%?




a government body have a stake of greater than 20% in the applicant enterprise?




is not dependent on any linkage with a government body




 be the applicant's partners?




                             % stake                                  Stake held by VC / Business Angel / Public Investment Corporation

                                                                                                           Yes
                                                                                                           No
                                                                                                           No
                                                                                                           No
                                                                                                           No
                                                                                                No
                                                                                                No
                                                                                                No
                                                                                                No
                                                                                                No
                                                                                                No
                                                                                                No
                                                                                                No
                                                                                                No
                                                                                                No
                                                                                                No




 to be the applicant's linked businesses?




                   Employee Headcount                                                     Turnover (AED)




 rises (as captured in 4) have further linkages with other enterprises; please provide relevant details of these relationships
e into account the effect of subsidiaries and affiliates
ages which need to 100% consolidated with the applicant's data)                << Please refer to the conditions for linkage / linked en


  Name of Further Downstream Linkages of Applicant's
                                                                                       Employee Headcount
              Partner / Linked Enterprise
                                                                    Employee headcount




ng which SME status is being applied for



                                                            D)

                                                       Applicant Data
                                           Employees         Turnover
                                                          -                  -       +




                                           Consolidated employee headcount

                                           Consolidated turnover
              Employee Headcount   -



up selected   Turnover (AED)       -
MSME Status Calculator



 ed (i.e. the applicant's partner and linked enterprises)
s, linked enterprises
unts)
 mployees); however for


es and affiliates




lic Investment Corporation   Employee Headcount   Turnover (A
)




f these relationships

ditions for linkage / linked enterprise to determine this>>



ount                                                     Turnover (AED)
ount                                               Turnover (AED)




                       C 2)                                           C 3)

        Consolidation effect of partnership              Consolidation effect of linkage
       Employees         Turnover                      Employees       Turnover
                      -                    -   +                     -                   -   +




                       -

                       -
-   Business Independence       Independent



-   Enterprise Classification



    SME Status                  Not Qualified
                 Proportional data consolidation as per partnership stake with applicant




Turnover (AED)       Consolidated Employee

                                                     -
                                                     -
                                                     -
                                                     -
                                                     -
-
-
-
-
-
-
-
-
-
-
-
                 C 4)
     Consolidation effect of further
          downstream linkage
Employees           Turnover
                  -                    -
Independent




Not Qualified
ation as per partnership stake with applicant




                  Consolidated Turnover

                                                -
                                                -
                                                -
                                                -
                                                -
-
-
-
-
-
-
-
-
-
-
-
                                                                               Explanatory Notes - SM




I. DEFINITION AND INTERPRETATION OF INDICATORS

a) What is an enterprise?

An enterprise defined as any business with a legal status i.e. registered as a business either with a Commercial Reg

All data used should pertain the reference period i.e. current accounting period

b) Who is included in the employee headcount?

1. The employees of the applicant enterprise,

2. Persons working for the enterprise being subordinate to it and considered to be employees under national Labor

3.Owner-managers,

4. Partners engaging in a regular activity in the enterprise and benefiting from financial advantages from the enterp

5. Apprentices or students engaged in vocational training with an apprenticeship or vocational training contract wh

In order to determine headcount, system of Actual Work Units (AWU) will be used; within which:

1. All full time employees will be counted as 1 unit
2. For seasonal and part time employees; the headcount will have to proportioned as per time that employee has sp
workers for 6 months for the reference period in question); the headcount would be taken as 6/12*50 =25

c) What is meant by turnover?

1. Turnover is defined as the revenue or sales, i.e. the income that a business receives from the sale of goods / serv
2. This component is expressed as a value (in AED) and is not the volume of goods or services sold – in effect, it is
(12 months)
3. It is the ‘top line’ component of the business’s Profit & Loss account and takes into consideration the value of in
operations (operating income)
4. ‘Other Income’ or ‘Non-operating Income’ such as income from interest, dividends or royalties paid to the busine

5. The definition is not interchangeable with Net Income or Net Profit which is the Net earnings of the business, net
In case, the business applying for SME status eligibility is a startup business - the projected employees and turnov
turnover must pertain to the third year of projected operations of the business these numbers can be sourced thro
Additionally, the prerogative of validation of such data lies on the entity evaluating the entity




II SME DEFINITION CONSTRUCT




II. TYPES OF ENTERPRISES




The definition of an SME distinguishes three types of enterprise, according to their relationship with other enterpris

Type 1: Autonomous Enterprise

It applies to all enterprises which are not one of the two other types of enterprise (partner or linked).

An applicant enterprise is autonomous if it:

a) does not have a holding of greater than 20% in any other enterprise,
b) And is not greater than 20% owned by any enterprise or public body or jointly by several linked enterprises or pu
included in the accounts of an enterprise which draws up consolidated accounts and is thus not a linked enterprise

For an autonomous / independent enterprise, only the unconsolidated data (employees, turnover) i.e. without the ef




Type 2: Partner Enterprise

This type represents the situation of enterprises which establish major financial partnerships with other enterprises

Partners are enterprises which are not autonomous but which are not linked to one another

The applicant enterprise is a partner of another enterprise if:
a) it has a holding or voting rights greater than 20% and less than and less than or equal to 50% in the other enterp
or equal to in the applicant enterprise
b) and the applicant enterprise does not draw up consolidated accounts which include the other enterprise by cons
enterprise linked to it
The effect of the applicant's partner enterprises needs to incorporated in the applicant's data used for evaluation of
data (employees, turnover) in the proportion of the stake held.

There are certain exceptions to the partnership rule:
If the applicant enterprise has a stake greater than 20%, but less than or equal to 50% in types of enterprises as lai
have greater than 20%, but less than or equal to 50% in the applicant enterprise; the applicant will still be regarded




Type 3: Linked Enterprise


This type corresponds to the economic situation of enterprises which form a group through the direct or indirect co
through natural persons as shareholders), or through the ability to exercise a dominant influence on an enterprise.

An enterprise is deemed linked to another if any of the conditions laid in Article 5 of the SME Definition Manual are
The first and most objective test is to determine whether the applicant enterprise holds greater than 50% controllin
the applicant enterprise. If this case holds true, then the enterprises are deemed linked and there is no requirement


If by some exception the controlling stake between the applicant enterprise and another is not greater than 50%, bu
considered linked. It is very critical to exercise discretion to determine fulfillment of any of these conditions



In some cases:
a) an enterprise may be considered linked to another enterprise through a person or a group of natural persons act
b) enterprises may be drawing up consolidated accounts voluntarily, without being required to do so

In order to determine whether the enterprise is linked or not in both these situations, it should be checked whether




Under IFRS, a linked enterprise is required to consolidate its books of accounts with its subsidiary enterprises. In t
(employees, turnover) needs to be done for the purpose of registration




In case the applicant has partner enterprises, the fully consolidated data of the applicant (taking into account the ef




The Partner / Linked Enterprises Other Relationships
In case the applicant is deemed to be non-independent i.e. it has relationships with other enterprises (either throug
enterprise also need to be examined i.e. if the any of the applicant's partner / linked enterprises have more than 50%
enterprises are more than 50% owned by a further downstream third enterprise; the consolidation of data for the do
applicant's data for SME status evaluation




III. OTHER NOTES




a. The Case of Public Sector Entities
In the event of one or more public sector bodies (except public sector investment corporations / funds) have a high
SAME, even if it qualifies the applicable employee headcount and turnover thresholds

b. The Case of Startups
SAME qualification for startups is based on projected sales and employee headcount as per the business plan / bon
The projected employee headcount and turnover up till the third year of its projected operations can be used for tes
of the business’s operations still meet the criteria for SME qualification, the startup enterprise will qualify The valid
startup


c. Reference Period

All data (employees, turnover) should pertain to the current reference period i.e. the current accounting year




d. Entity Discretion with regard to Data Source & Verification

It is upto the discretion of the entity carrying out the SME evaluation to verify that data presented by the business i
company ledgers etc. The stringency adopted as to the mandatory / conditional information required as a prequalif
planatory Notes - SME Definition




ss either with a Commercial Registry (DED) or with a freezone / industrial zone (DIFC, DMC, DIC, KV etc




 mployees under national Labor law,




cial advantages from the enterprise

 vocational training contract who do not feature on the company's rolls are not taken into account in the headcount.

within which:


s per time that employee has spent in the organization within the year e.g. If a Construction Company employees 50 contract
taken as 6/12*50 =25




es from the sale of goods / services to customers
or services sold – in effect, it is the money value of the goods and services sold by the company during the period of account

to consideration the value of income earned by the business by engaging in activities within the course of its normal business

s or royalties paid to the business by other entities; should not be included in the turnover value figure

et earnings of the business, net of all direct and operating expenses, interest charges on borrowings and tax payments
rojected employees and turnover of the business must be considered for evaluation. The projected employee headcount and
e numbers can be sourced through the business plan prepared by the entity or estimated based on bona fide evidence.
he entity




relationship with other enterprises in terms of holdings of capital or voting rights or the right to exercise a dominant influence




artner or linked).




several linked enterprises or public bodies, apart from some exceptions and does not draw up consolidated accounts and is not
d is thus not a linked enterprise.

ees, turnover) i.e. without the effect of any affiliates will be used for SME evaluation




tnerships with other enterprises, without the one exercising effective direct or indirect control over the other.

another
 qual to 50% in the other enterprise, or the other enterprise has a holding or voting rights equal greater than 20% and less than

ude the other enterprise by consolidation, and is not included by consolidation in the accounts of the other enterprise or of an

ant's data used for evaluation of the applicant's SME status. The applicant's partner data will be consolidated with the applicant's




% in types of enterprises as laid out in Article 3 of the SME Definition Reference Manual or if any of these type of enterprises
 applicant will still be regarded 'autonomous' or independent' . The type of enterprises include:




 through the direct or indirect control of the majority of the voting rights (including through agreements or, in certain cases,
nant influence on an enterprise.

 the SME Definition Manual are fulfilled
 lds greater than 50% controlling stake in another enterprise or another enterprise holds greater than 50% controlling stake in
ked and there is no requirement for further tests


ther is not greater than 50%, but any of the other conditions as laid down in Article 5 are fulfilled, the enterprise will still be
any of these conditions




r a group of natural persons acting jointly**
required to do so

, it should be checked whether or not the enterprise meets one or other of the conditions laid down in Article 5




h its subsidiary enterprises. In the event that consolidated books are not prepared; necessary consolidation of relevant data




icant (taking into account the effect of its partners) has to be taken into consideration for SME status evaluation of the applicant
other enterprises (either through partnerships or linkages), further downstream linkages of the applicant's partner / linked
enterprises have more than 50% stake participation in a further downstream third enterprise, or if the applicant's linked / partner
consolidation of data for the downstream enterprise also needs to be taken into account and 100% consolidated with the




orporations / funds) have a higher than 20% stake in the applicant enterprise; the applicant business will not be considered an
ds



nt as per the business plan / bona fide business projections
d operations can be used for testing SME qualification i.e. if the projected employee and turnover numbers up till the third year
enterprise will qualify The validation of projections is based on the discretion of the concerned authority / entity evaluating the




 current accounting year




ata presented by the business is authentic and from a bona / fide verified source - audited / unaudited books of accounts /
rmation required as a prequalification for application for SME status, is up to the entity conducting the evaluation
KV etc




nt in the headcount.




pany employees 50 contract




during the period of account

course of its normal business

figure

ings and tax payments
ted employee headcount and
 on bona fide evidence.




exercise a dominant influence




onsolidated accounts and is not




ver the other.
greater than 20% and less than

f the other enterprise or of an

 onsolidated with the applicant's




y of these type of enterprises




ements or, in certain cases,
than 50% controlling stake in




, the enterprise will still be




wn in Article 5




nsolidation of relevant data




atus evaluation of the applicant
 pplicant's partner / linked
if the applicant's linked / partner
0% consolidated with the




ness will not be considered an




r numbers up till the third year
authority / entity evaluating the




dited books of accounts /
ng the evaluation
Industry Classification - Sector Mapping
                                    ISIC Rev. 4 Classification
A - Agriculture, forestry and fishing**
01 - Crop and animal production, hunting and related service activities
02 - Forestry and logging
03 - Fishing and aquaculture

B - Mining and quarrying**
05 - Mining of coal and lignite
06 - Extraction of crude petroleum and natural gas
07 - Mining of metal ores
08 - Other mining and quarrying
09 - Mining support service activities

C - Manufacturing
10 - Manufacture of food products
11 - Manufacture of beverages
12 - Manufacture of tobacco products
13 - Manufacture of textiles
14 - Manufacture of wearing apparel
15 - Manufacture of leather and related products
16 - Manufacture of wood and of products of wood and cork, except furniture; manufacture of
articles of straw and plaiting materials
17 - Manufacture of paper and paper products
18 - Printing and reproduction of recorded media
19 - Manufacture of coke and refined petroleum products
20 - Manufacture of chemicals and chemical products
21 - Manufacture of basic pharmaceutical products and pharmaceutical preparations
22 - Manufacture of rubber and plastics products
23 - Manufacture of other non-metallic mineral products
24 - Manufacture of basic metals
25 - Manufacture of fabricated metal products, except machinery and equipment
26 - Manufacture of computer, electronic and optical products
27 - Manufacture of electrical equipment
28 - Manufacture of machinery and equipment n.e.c.
29 - Manufacture of motor vehicles, trailers and semi-trailers
30 - Manufacture of other transport equipment
31 - Manufacture of furniture
32 - Other manufacturing
33 - Repair and installation of machinery and equipment

D - Electricity, gas, steam and air conditioning supply
35 - Electricity, gas, steam and air conditioning supply

E - Water supply; sewerage, waste management and remediation activities
36 - Water collection, treatment and supply
37 - Sewerage
38 - Waste collection, treatment and disposal activities; materials recovery
39 - Remediation activities and other waste management services

F - Construction
41 - Construction of buildings
42 - Civil engineering
43 - Specialized construction activities

G - Wholesale and retail trade; repair of motor vehicles and motorcycles
45 - Wholesale and retail trade and repair of motor vehicles and motorcycles
46 - Wholesale trade, except of motor vehicles and motorcycles
47 - Retail trade, except of motor vehicles and motorcycles

H - Transportation and storage
49 - Land transport and transport via pipelines
50 - Water transport
51 - Air transport
52 - Warehousing and support activities for transportation
53 - Postal and courier activities

I - Accommodation and food service activities
55 - Accommodation
56 - Food and beverage service activities

J - Information and communication
58 - Publishing activities
59 - Motion picture, video and television programme production, sound recording and music
publishing activities
60 - Programming and broadcasting activities
61 - Telecommunications
62 - Computer programming, consultancy and related activities
63 - Information service activities

K - Financial and insurance activities
64 - Financial service activities, except insurance and pension funding
65 - Insurance, reinsurance and pension funding, except compulsory social security
66 - Activities auxiliary to financial service and insurance activities

L - Real estate activities
68 - Real estate activities

M - Professional, scientific and technical activities
69 - Legal and accounting activities
70 - Activities of head offices; management consultancy activities
71 - Architectural and engineering activities; technical testing and analysis
72 - Scientific research and development
73 - Advertising and market research
74 - Other professional, scientific and technical activities
75 - Veterinary activities
N - Administrative and support service activities
77 - Rental and leasing activities
78 - Employment activities
79 - Travel agency, tour operator, reservation service and related activities
80 - Security and investigation activities
81 - Services to buildings and landscape activities
82 - Office administrative, office support and other business support activities
O - Public administration and defence; compulsory social security
84 - Public administration and defence; compulsory social security
P - Education
85 - Education
Q - Human health and social work activities
86 - Human health activities
87 - Residential care activities
88 - Social work activities without accommodation
R - Arts, entertainment and recreation
90 - Creative, arts and entertainment activities
91 - Libraries, archives, museums and other cultural activities
92 - Gambling and betting activities
93 - Sports activities and amusement and recreation activities
S - Other service activities
94 - Activities of membership organizations
95 - Repair of computers and personal and household goods
96 - Other personal service activities
T - Activities of households as employers; undifferentiated goods- and services-producing
activities of households for own use
97 - Activities of households as employers of domestic personnel
98 - Undifferentiated goods- and services-producing activities of private households for own use

U - Activities of extraterritorial organizations and bodies
99 - Activities of extraterritorial organizations and bodies
Mapping
          Potential Definition Mapping

                 Discretionary
                 Discretionary
                 Discretionary


                 Discretionary
                 Discretionary            Note: In case the business falls within the Discretionary category, the
                 Discretionary           best fit' of the business activities of the applicant within the Definition In
                 Discretionary
                 Discretionary


                                                                                               Note on Discre
                 Manufacturing
                 Manufacturing
                 Manufacturing
                 Manufacturing
                 Manufacturing
                 Manufacturing

                 Manufacturing
                 Manufacturing
                 Manufacturing
                 Manufacturing
                 Manufacturing
                 Manufacturing
                 Manufacturing
                 Manufacturing
                 Manufacturing
                 Manufacturing
                 Manufacturing
                 Manufacturing
                 Manufacturing
                 Manufacturing
                 Manufacturing
                 Manufacturing
                 Manufacturing
                 Manufacturing
Discretionary


Discretionary
Discretionary
Discretionary
Discretionary


  Services
  Services
  Services


  Trading
  Trading
  Trading


  Services
  Services
  Services
  Services
  Services


  Services
  Services


  Services

  Services
  Services
  Services
  Services
  Services


  Services
  Services
  Services


  Services


  Services
  Services
  Services
  Services
  Services
  Services
  Services

  Services
  Services
  Services
  Services
  Services
  Services

  Services

  Services

  Services
  Services
  Services

  Services
  Services
  Services
  Services

  Services
  Services
  Services


Discretionary
Discretionary


Discretionary
he Discretionary category, the entity evaluating the aplicant for SME status needs to apply discretion as
 pplicant within the Definition Industry Groups: Trading, Manufacturing, Services




          Note on Discretionary Sectors

								
To top