You should consult a commercial solicitor for this. You will definitely need an amendment to your Articles and/or a shareholders' agreement - the detail of this will depend on the complexity of the shareholding structure and (TBH) the sophistication of your investors. It's similar to getting venture capital funding and a good resource for information on that type of thing is the Irish Venture Capital Assoc (
http://www.ivca.ie/) - their website has an explanation of the various forms of investment and a sample shareholder agreement. Bear in mind that it's obviously VC-biased, but the concepts for any investment are the same.
The standard order of events would be
- get a company valuation
- decide what %age of the company you want to allow investors to buy
- decide what structure you want (you appear to want to issue coupon-carrying redeemable shares)
- get investors on board (you should have a clear business plan for this)
- draft shareholders' agreement (for e.g. if I was investing, I would want certain restrictions on what the company can do without my approval)
- draft new Articles (for e.g. I'd want protection on pre-emption)
- necessary corporate action, like AGM, increase of share capital, issue new shares filings with CRO etc.
Bear in mind that you can only pay dividends or redeem shares out of distributable reserves, so you need to be profitable in order to do this.
The best place to get advice on this is a commercial solicitor.
Sprite