DISCOVER OUR AUTOMATED EXTERNAL GROWTH SHARES
DISCOVER OUR AUTOMATED EXTERNAL GROWTH SHARES
Maximise your enterprise value 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. Our Automated External Growth Shares model is structured to reward the successful execution of that strategy through performance-based equity alignment. You allocate non-voting growth shares with vesting triggered exclusively upon achieving predefined business milestones. This ensures our team’s compensation is tied directly to long-term value creation, not short-term performance. Our FinTech integrates with a trusted third-party equity management platform to streamline share distribution and compliance, removing traditional equity management complexities.
The way you tell your story, position yourself, and holistically market your business can have enormous impacts on its valuation. Our Automated External Growth Shares model is structured to reward the successful execution of that strategy through performance-based equity alignment. You allocate non-voting growth shares with vesting triggered exclusively upon achieving predefined business milestones. This ensures our team’s compensation is tied directly to long-term value creation, not short-term performance. Our FinTech integrates with a trusted third-party equity management platform to streamline share distribution and compliance, removing traditional equity management complexities.
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.
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.
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:
01
Applying for the Programme
We work with a limited number of applicants each quarter to maintain our focus on quality partnerships. To qualify, you must meet all of the following criteria:
You must have signed up for any Enterprise service.
You must have been using our service for a minimum of 3 months.
02
Co-Designing the Growth Share Model
Once approved, we work with you to design the growth share model. This involves outlining the proposed share percentages, defining the key performance milestones, and establishing the formal valuation with guidance from your advisors. This entire process is managed through our trusted third-party equity platform.
03
Setting the Performance Milestones
With the core model in place, we agree on the specific, measurable business milestones that must be reached for GoGorilla.com to receive shares. We will typically set three to five key milestones that are aligned with your long-term strategy and timeline. The vesting schedule is customised to support these goals.
04
Verifying Milestone Achievement
Performance milestones are verified through a simple, manual process that you and your leadership team control. Once your designated team confirms a milestone has been achieved, an authorised representative provides a manual sign-off in the equity management platform.
05
Executing the Algorithmic Equity Distribution
Once a milestone is officially verified by your team, the platform automatically executes the equity distribution. It allocates the vested growth shares to GoGorilla.com and updates your digital cap table in real time. Any financial benefit from these shares, such as dividends or proceeds from a sale, will only materialise after the shares have fully vested.
Whilst your company manages the dividend declarations, our proprietary FinTech then facilitates the algorithmic distribution of any proceeds amongst our team based on their contribution to your success.
01
Applying for the Programme
We work with a limited number of applicants each quarter to maintain our focus on quality partnerships. To qualify, you must meet all of the following criteria:
You must have signed up for any Enterprise service.
You must have been using our service for a minimum of 3 months.
02
Co-Designing the Growth Share Model
Once approved, we work with you to design the growth share model. This involves outlining the proposed share percentages, defining the key performance milestones, and establishing the formal valuation with guidance from your advisors. This entire process is managed through our trusted third-party equity platform.
03
Setting the Performance Milestones
With the core model in place, we agree on the specific, measurable business milestones that must be reached for GoGorilla.com to receive shares. We will typically set three to five key milestones that are aligned with your long-term strategy and timeline. The vesting schedule is customised to support these goals.
04
Verifying Milestone Achievement
Performance milestones are verified through a simple, manual process that you and your leadership team control. Once your designated team confirms a milestone has been achieved, an authorised representative provides a manual sign-off in the equity management platform.
05
Executing the Algorithmic Equity Distribution
Once a milestone is officially verified by your team, the platform automatically executes the equity distribution. It allocates the vested growth shares to GoGorilla.com and updates your digital cap table in real time. Any financial benefit from these shares, such as dividends or proceeds from a sale, will only materialise after the shares have fully vested.
Whilst your company manages the dividend declarations, our proprietary FinTech then facilitates the algorithmic distribution of any proceeds amongst our team based on their contribution to your success.
01
Applying for the Programme
We work with a limited number of applicants each quarter to maintain our focus on quality partnerships. To qualify, you must meet all of the following criteria:
You must have signed up for any Enterprise service.
You must have been using our service for a minimum of 3 months.
02
Co-Designing the Growth Share Model
Once approved, we work with you to design the growth share model. This involves outlining the proposed share percentages, defining the key performance milestones, and establishing the formal valuation with guidance from your advisors. This entire process is managed through our trusted third-party equity platform.
03
Setting the Performance Milestones
With the core model in place, we agree on the specific, measurable business milestones that must be reached for GoGorilla.com to receive shares. We will typically set three to five key milestones that are aligned with your long-term strategy and timeline. The vesting schedule is customised to support these goals.
04
Verifying Milestone Achievement
Performance milestones are verified through a simple, manual process that you and your leadership team control. Once your designated team confirms a milestone has been achieved, an authorised representative provides a manual sign-off in the equity management platform.
05
Executing the Algorithmic Equity Distribution
Once a milestone is officially verified by your team, the platform automatically executes the equity distribution. It allocates the vested growth shares to GoGorilla.com and updates your digital cap table in real time. Any financial benefit from these shares, such as dividends or proceeds from a sale, will only materialise after the shares have fully vested.
Whilst your company manages the dividend declarations, our proprietary FinTech then facilitates the algorithmic distribution of any proceeds amongst our team based on their contribution to your success.
01
Applying for the Programme
We work with a limited number of applicants each quarter to maintain our focus on quality partnerships. To qualify, you must meet all of the following criteria:
You must have signed up for any Enterprise service.
You must have been using our service for a minimum of 3 months.
02
Co-Designing the Growth Share Model
Once approved, we work with you to design the growth share model. This involves outlining the proposed share percentages, defining the key performance milestones, and establishing the formal valuation with guidance from your advisors. This entire process is managed through our trusted third-party equity platform.
03
Setting the Performance Milestones
With the core model in place, we agree on the specific, measurable business milestones that must be reached for GoGorilla.com to receive shares. We will typically set three to five key milestones that are aligned with your long-term strategy and timeline. The vesting schedule is customised to support these goals.
04
Verifying Milestone Achievement
Performance milestones are verified through a simple, manual process that you and your leadership team control. Once your designated team confirms a milestone has been achieved, an authorised representative provides a manual sign-off in the equity management platform.
05
Executing the Algorithmic Equity Distribution
Once a milestone is officially verified by your team, the platform automatically executes the equity distribution. It allocates the vested growth shares to GoGorilla.com and updates your digital cap table in real time. Any financial benefit from these shares, such as dividends or proceeds from a sale, will only materialise after the shares have fully vested.
Whilst your company manages the dividend declarations, our proprietary FinTech then facilitates the algorithmic distribution of any proceeds amongst our team based on their contribution to your success.
01
Applying for the Programme
We work with a limited number of applicants each quarter to maintain our focus on quality partnerships. To qualify, you must meet all of the following criteria:
You must have signed up for any Enterprise service.
You must have been using our service for a minimum of 3 months.
02
Co-Designing the Growth Share Model
Once approved, we work with you to design the growth share model. This involves outlining the proposed share percentages, defining the key performance milestones, and establishing the formal valuation with guidance from your advisors. This entire process is managed through our trusted third-party equity platform.
03
Setting the Performance Milestones
With the core model in place, we agree on the specific, measurable business milestones that must be reached for GoGorilla.com to receive shares. We will typically set three to five key milestones that are aligned with your long-term strategy and timeline. The vesting schedule is customised to support these goals.
04
Verifying Milestone Achievement
Performance milestones are verified through a simple, manual process that you and your leadership team control. Once your designated team confirms a milestone has been achieved, an authorised representative provides a manual sign-off in the equity management platform.
05
Executing the Algorithmic Equity Distribution
Once a milestone is officially verified by your team, the platform automatically executes the equity distribution. It allocates the vested growth shares to GoGorilla.com and updates your digital cap table in real time. Any financial benefit from these shares, such as dividends or proceeds from a sale, will only materialise after the shares have fully vested.
Whilst your company manages the dividend declarations, our proprietary FinTech then facilitates the algorithmic distribution of any proceeds amongst our team based on their contribution to your success.
THE POWER OF ALIGNED INCENTIVES IN NUMBERS
Businesses that share ownership tend to outperform those that don’t.
3.5x
Higher return on marketing
investment
65%
Faster path to
profitability
4x
Stronger investor
confidence
100%
Alignment on long-term
value
THE POWER OF EQUITY INCENTIVES IN NUMBERS
Businesses that share ownership tend to outperform those that don’t.
3.5x
Higher return on marketing
investment
65%
Faster path to
profitability
4x
Stronger investor
confidence
100%
Alignment on long-term
value
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 set milestones built for long-term value creation.
Let's crush your highest-level business goals. Milestone by milestone.
Our Automated External Growth Shares model 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 its key growth objectives. The milestones we set are typically ambitious, multi-year goals that are directly tied to your long-term vision.
Example multi-year performance milestones
Achieve £5 million in annual recurring revenue (ARR)
Achieve £5 million in annual recurring revenue (ARR)
Achieve £5 million in annual
recurring
revenue
(ARR)
Achieve £5 million in annual recurring revenue (ARR)
Generate £1 million in net profit
Generate £1 million in net profit
Generate £1 million in net profit
Secure a £10 million Series B funding round
Secure a £10 million Series B
Secure a £10 million Series B funding round
funding round
*Shares in these examples vest upon the successful achievement of each milestone, but each result must be officially confirmed by directors before any equity is granted.
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:
Algorithmic Team Profit Sharing
Algorithmic Team Profit Sharing
Our FinTech combines your scoring with our internal data to algorithmically determine each team member's quarterly bonus. This 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 financial 'thank you' to a high-performer for exceptional work. This optional feature allows you to reward the individuals who have made a real difference. GoGorilla.com takes no commission, so 100% of your tip goes straight to the team member you want to recognise.
Supplementary Success Bonus
Supplementary Success Bonus
This optional model moves beyond standard fees to tie our compensation directly to your most critical business outcomes. We can align our success with your revenue growth, profit milestones, or even your next funding round to create a powerful, de-risked partnership.
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.
Partnership Eligibility
○
Who is eligible for the Automated External Growth Shares?
This add-on is designed for our most ambitious partners who are preparing for a significant liquidity event and require institutional-grade accountability.
It is best suited for:
Private equity or venture capital-backed companies
Large businesses preparing for an IPO within the next four years
Companies preparing for an exit within the next four years
Businesses looking to take on institutional funding
To qualify for this partnership, you must also meet the following criteria:
You must be on an Enterprise plan.
You must have been using our service for at least six months.
To see if this performance-based equity model is the right fit for your business, request a Shared Success Proposal by clicking Get Started and tell us your ultimate goal.
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).
Model Mechanics
○
Who are the growth shares issued to?
Growth shares are issued directly to GoGorilla.com as a single corporate entity. Our proprietary FinTech platform then internally and algorithmically distributes the associated benefits to our team members based on their measurable contributions to meeting your performance milestones. This approach streamlines the shareholding structure for your company whilst ensuring our entire team remains incentivised to try harder.
○
What type of shares do you use and do they have voting rights?
Our equity incentive model exclusively utilises growth shares. These are a specific class of conditional, non-voting equity designed to reward participants based on the future increase in a company's value. This structure ensures that whilst our compensation is aligned with your growth, your organisation retains full decision-making authority at all times.
○
How are growth shares valued, from initial issuance to becoming profitable?
The financial structure of our growth share model is designed to be simple, compliant, and aligned with your success. The process involves two key concepts:
The Nominal Value (The Initial Cost)
The nominal value (or par value) of a share is a statutory figure assigned to each share at the time of issuance. This value is typically set very low (e.g., £0.01) to minimise upfront costs. Once GoGorilla.com accepts the growth shares via the equity management platform, we remit this nominal value directly to your company's bank account. This transaction is a legal formality that formalises our ownership of the shares.
The Hurdle Rate (The Threshold for Real Value)
The hurdle rate is the minimum per-share value that your company must exceed before the growth shares become economically valuable. It is established at issuance, typically at a 20–40% premium above your company's current share price. This process is managed through our trusted third-party platform, which uses your financial metrics and industry benchmarks to help you establish a defensible valuation record.
This two-part structure ensures that the growth shares only gain real economic value when your company's valuation significantly increases beyond its current worth. This protects your existing shareholders and ensures that we are only rewarded for delivering substantial, measurable growth.
○
What is a vesting schedule?
A vesting schedule is the timeline over which the growth shares are earned and become fully owned (unconditional) by GoGorilla.com. This schedule ensures that our equity rewards are linked to sustained contribution and the achievement of specific targets over time.
Our model is flexible and can be structured in several ways:
Time-Based Vesting: Shares are earned gradually over a set period (e.g. monthly or quarterly over two years).
Performance-Based Vesting: Shares are earned only when specific, pre-agreed performance milestones are achieved.
Hybrid Vesting: A combination of both, where shares are earned over time, contingent upon performance milestones also being met.
The specific structure of the vesting schedule can be tailored to align with your company's objectives and timelines.
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.
○
What is a cliff period, and is it required?
A cliff period is an initial period at the start of a vesting schedule during which no shares are earned. It serves as a probationary phase to confirm commitment and ensure that the partnership is working well before any equity begins to vest.
For example, in a vesting schedule with a one-year cliff, no shares would be earned during the first 12 months. After this one-year period is successfully completed, a portion of the shares (e.g. the first year's worth) might vest immediately, with the remainder vesting monthly or quarterly thereafter.
Although not mandatory, many companies choose to include a cliff period to ensure that equity is only awarded after a minimum period of sustained contribution has been demonstrated. The use and duration of the cliff can be tailored to your strategic needs.
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.
○
How many milestones can we set, and how often can we update or change them?
We typically define three to five key milestones at the outset, but the number can be tailored to your specific vesting timeline and strategic objectives. Whilst the terms are typically fixed once accepted, any adjustments to milestones can be formally documented and approved by your board or shareholders through the equity management platform.
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.
Milestones & Verification
○
What are business performance milestones?
Business performance milestones are the specific, measurable, and time-bound targets that must be met for growth shares to vest. They are the core of our performance-based model and ensure that our equity rewards are linked directly to your company's success.
We look for clear, high-level objectives that are aligned with your strategic direction. These are tangible business outcomes that reflect your real commercial ambitions. Typical milestones include:
Achieving a specific revenue target.
Improving gross profit margins.
Hitting a key customer acquisition or retention figure.
○
How are performance milestones verified?
Milestones are verified through a simple, manual process that is controlled by your company's leadership. First, we agree on clear, measurable, high-level objectives that are aligned with your strategic direction (e.g. revenue figures, profit margins, or customer acquisition numbers). Once the performance target is reached, GoGorilla.com provides supporting performance data (such as campaign reports or sales metrics) for your team to review. Your designated team then manually marks the milestone as achieved in the platform, which in turn triggers the vesting process.
○
Who is responsible for tracking and reporting on milestone progress?
You, the client, retain full ownership and control of your company's data. Whilst our platform provides the framework for setting milestones, the responsibility for tracking and reporting on progress remains with your leadership team.
GoGorilla.com will provide supporting performance data and analysis to assist your review, but the final confirmation that a milestone has been officially achieved is a manual approval made by your designated team members within the equity management platform. This ensures you always have the final say and maintains a clear, audit-ready separation of duties.
○
What happens if a performance milestone is not fully met?
If an agreed milestone is not met within the set timeframe, the corresponding growth shares will not vest and will remain with your company. However, our model is designed to be flexible. Depending on the terms specified in your legal agreement, several outcomes are possible:
Partial Vesting: If explicitly provided for in the agreement, a portion of the shares could vest, proportional to the percentage of the milestone that was achieved.
Extension or Renegotiation: We could mutually agree to extend the deadline or revise the milestone to a new, more realistic target.
Lapse: If no other provisions are in place, the unvested shares will typically revert according to your share agreement.
Financial & Valuation
○
How do growth shares impact our fees and future funding rounds?
Our growth share model is designed to support, not hinder, your company's financial strategy.
Reduced Management Fees: In exchange for the growth shares, a mutually agreed-upon reduction on your monthly management fee may be applied. This discount reflects the alignment of our compensation with your long-term performance.
No Impact on Funding: Non-voting growth shares typically do not hinder future funding rounds or the implementation of other equity models (such as EMI options). They are structured to participate only in the upside beyond your current valuation. However, major changes like issuing new preference shares may require adjustments or a "buyback" arrangement for the vested portion of the growth shares, as determined by your legal advisors.
○
What happens to the growth shares during a liquidity event?
Growth shares are designed to integrate seamlessly into any future liquidity event, whether it is a partial secondary share sale, a full company sale, an IPO, or a merger. In any of these scenarios, our shares convert according to the pre-agreed structure. This ensures that our participation reflects only the additional value created beyond the hurdle rate, protecting the value already built by you and your existing shareholders.
○
Can we control who owns the shares?
Yes, you retain full control over your cap table.
Transfer Restrictions: Growth shares are generally non-transferable and are subject to pre-emption rights and board approval. This ensures that any transfer of shares adheres to your company's established rules and prevents unwanted third-party acquisitions.
Buyback Options: A buyback clause or call option can be included in the share terms. This gives your company the right to repurchase the growth shares at a pre-agreed price or fair market value. This process is fully supported by the equity management platform, which records the transaction and updates your cap table accordingly.
○
How are growth shares taxed at issuance, vesting, and at exit?
Growth shares are designed to be tax-efficient. Because they are issued at a nominal value and are considered "worthless" until the hurdle rate is exceeded, there is typically no immediate tax liability for your company.
The tax implications occur in three stages:
At Issuance: The shares are issued at a very low nominal value (e.g. £0.01). 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 to ensure the shares have no "built-in gain" upon issuance.
At Vesting: Vesting itself generally does not trigger a tax event, as no actual gain is realised when the conditional restrictions are lifted. 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 at a liquidity event (such as a sale or IPO), any benefit realised above the hurdle rate is treated as a capital gain for the shareholder (GoGorilla.com), subject to Capital Gains Tax (CGT) rates.
Please note that this information is for illustrative purposes only and does not constitute tax advice. We strongly recommend you consult with your own tax advisor to understand the specific implications for your company.
○
How do you ensure the growth shares do not unfairly dilute our existing shareholders?
The growth share model is specifically designed to protect your existing shareholders through the use of a hurdle rate. This ensures that any dilution only occurs proportionally in the upside value that we help create, not at the expense of the value you have already built.
Here's how it works:
Existing Shareholders Retain Full Value: Your existing shareholders retain the full value of the company up to the current valuation (the hurdle rate). Growth shares only participate in any additional value created beyond that threshold.
No Value, No Impact: If the company's value does not increase beyond the hurdle rate, the growth shares have no economic impact. This safeguards the baseline equity value already held by your existing shareholders.
The updated Articles of Association and the Growth Shareholder Agreement clearly define these protections, providing a clear, legal framework that ensures fairness and transparency.
Legal & Security
○
What is a digital cap table?
A digital cap table (capitalisation table) is an online tool that provides a real-time, accurate view of your company's ownership structure. It details shareholder identities, share classes, and transaction histories. This simplifies equity management and compliance reporting, making it easier to model different fundraising scenarios and track changes to your ownership over time.
○
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 the legal records of all registered businesses. Our partner platform features two-way integration with Companies House. This means that any changes you make on the platform, such as issuing or transferring shares, are automatically synchronised with the official Companies House records, ensuring accuracy and compliance without duplicate data entry.
○
What if we decide to end our partnership before a milestone is reached?
If you choose to end our partnership before a milestone is achieved, any unvested growth shares will revert to your company as specified in the share agreement. This ensures that equity is only ever awarded for fully completed and verified performance milestones, protecting your company and its shareholders.
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.
○
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 use these tools to streamline the process and minimise external legal costs.
However, setting up a growth share model involves several critical compliance areas. Because these areas are 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 is essential to 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?
Please change me.
Document
Purpose
How Our Partner Platform Helps
Articles of Association (AoA)
The Articles set out the rules governing your company's operations and share capital. For a growth share model, the AoA must include provisions that allow for the issuance of conditional growth shares.
Our partner platform provides a standard set of model Articles that include the necessary clauses. Alternatively, it can supply the specific growth share clauses for your legal advisor to insert into your existing document.
Task Agreement
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.
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 & Shareholder Resolutions
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.
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 all necessary approvals are in place.
Hurdle Valuation Report
Although not strictly a "legal" document, this report is essential because it sets the benchmark (hurdle rate) above which growth shares acquire economic value.
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.
Additional Documents (as needed)
Depending on your company's existing structure, other documents may be required, such as a Deed of Adherence for a shareholders' agreement or Share Certificates and Transfer Forms.
The platform can generate digital share certificates automatically and provides templates for other common documents as needed.
○
Does awarding shares to GoGorilla.com mean you can access sensitive financial or board-level information?
No. Awarding growth shares to GoGorilla.com 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 strictly limited to achieving the marketing milestones we agree upon. 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 FinTech integrates with a trusted third-party equity management platform that is fully regulated and secure. This partnership ensures institutional-grade compliance, audit-ready reporting, and complete data security whilst maintaining independence from GoGorilla's internal systems. The 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: 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.
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 unauthorised 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.
Partnership Eligibility
○
Who is eligible for the Automated External Growth Shares?
This add-on is designed for our most ambitious partners who are preparing for a significant liquidity event and require institutional-grade accountability.
It is best suited for:
Private equity or venture capital-backed companies
Large businesses preparing for an IPO within the next four years
Companies preparing for an exit within the next four years
Businesses looking to take on institutional funding
To qualify for this partnership, you must also meet the following criteria:
You must be on an Enterprise plan.
You must have been using our service for at least six months.
To see if this performance-based equity model is the right fit for your business, request a Shared Success Proposal by clicking Get Started and tell us your ultimate goal.
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).
Model Mechanics
○
Who are the growth shares issued to?
Growth shares are issued directly to GoGorilla.com as a single corporate entity. Our proprietary FinTech platform then internally and algorithmically distributes the associated benefits to our team members based on their measurable contributions to meeting your performance milestones. This approach streamlines the shareholding structure for your company whilst ensuring our entire team remains incentivised to try harder.
○
What type of shares do you use and do they have voting rights?
Our equity incentive model exclusively utilises growth shares. These are a specific class of conditional, non-voting equity designed to reward participants based on the future increase in a company's value. This structure ensures that whilst our compensation is aligned with your growth, your organisation retains full decision-making authority at all times.
○
How are growth shares valued, from initial issuance to becoming profitable?
The financial structure of our growth share model is designed to be simple, compliant, and aligned with your success. The process involves two key concepts:
The Nominal Value (The Initial Cost)
The nominal value (or par value) of a share is a statutory figure assigned to each share at the time of issuance. This value is typically set very low (e.g., £0.01) to minimise upfront costs. Once GoGorilla.com accepts the growth shares via the equity management platform, we remit this nominal value directly to your company's bank account. This transaction is a legal formality that formalises our ownership of the shares.
The Hurdle Rate (The Threshold for Real Value)
The hurdle rate is the minimum per-share value that your company must exceed before the growth shares become economically valuable. It is established at issuance, typically at a 20–40% premium above your company's current share price. This process is managed through our trusted third-party platform, which uses your financial metrics and industry benchmarks to help you establish a defensible valuation record.
This two-part structure ensures that the growth shares only gain real economic value when your company's valuation significantly increases beyond its current worth. This protects your existing shareholders and ensures that we are only rewarded for delivering substantial, measurable growth.
○
What is a vesting schedule?
A vesting schedule is the timeline over which the growth shares are earned and become fully owned (unconditional) by GoGorilla.com. This schedule ensures that our equity rewards are linked to sustained contribution and the achievement of specific targets over time.
Our model is flexible and can be structured in several ways:
Time-Based Vesting: Shares are earned gradually over a set period (e.g. monthly or quarterly over two years).
Performance-Based Vesting: Shares are earned only when specific, pre-agreed performance milestones are achieved.
Hybrid Vesting: A combination of both, where shares are earned over time, contingent upon performance milestones also being met.
The specific structure of the vesting schedule can be tailored to align with your company's objectives and timelines.
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.
○
What is a cliff period, and is it required?
A cliff period is an initial period at the start of a vesting schedule during which no shares are earned. It serves as a probationary phase to confirm commitment and ensure that the partnership is working well before any equity begins to vest.
For example, in a vesting schedule with a one-year cliff, no shares would be earned during the first 12 months. After this one-year period is successfully completed, a portion of the shares (e.g. the first year's worth) might vest immediately, with the remainder vesting monthly or quarterly thereafter.
Although not mandatory, many companies choose to include a cliff period to ensure that equity is only awarded after a minimum period of sustained contribution has been demonstrated. The use and duration of the cliff can be tailored to your strategic needs.
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.
○
How many milestones can we set, and how often can we update or change them?
We typically define three to five key milestones at the outset, but the number can be tailored to your specific vesting timeline and strategic objectives. Whilst the terms are typically fixed once accepted, any adjustments to milestones can be formally documented and approved by your board or shareholders through the equity management platform.
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.
Milestones & Verification
○
What are business performance milestones?
Business performance milestones are the specific, measurable, and time-bound targets that must be met for growth shares to vest. They are the core of our performance-based model and ensure that our equity rewards are linked directly to your company's success.
We look for clear, high-level objectives that are aligned with your strategic direction. These are tangible business outcomes that reflect your real commercial ambitions. Typical milestones include:
Achieving a specific revenue target.
Improving gross profit margins.
Hitting a key customer acquisition or retention figure.
○
How are performance milestones verified?
Milestones are verified through a simple, manual process that is controlled by your company's leadership. First, we agree on clear, measurable, high-level objectives that are aligned with your strategic direction (e.g. revenue figures, profit margins, or customer acquisition numbers). Once the performance target is reached, GoGorilla.com provides supporting performance data (such as campaign reports or sales metrics) for your team to review. Your designated team then manually marks the milestone as achieved in the platform, which in turn triggers the vesting process.
○
Who is responsible for tracking and reporting on milestone progress?
You, the client, retain full ownership and control of your company's data. Whilst our platform provides the framework for setting milestones, the responsibility for tracking and reporting on progress remains with your leadership team.
GoGorilla.com will provide supporting performance data and analysis to assist your review, but the final confirmation that a milestone has been officially achieved is a manual approval made by your designated team members within the equity management platform. This ensures you always have the final say and maintains a clear, audit-ready separation of duties.
○
What happens if a performance milestone is not fully met?
If an agreed milestone is not met within the set timeframe, the corresponding growth shares will not vest and will remain with your company. However, our model is designed to be flexible. Depending on the terms specified in your legal agreement, several outcomes are possible:
Partial Vesting: If explicitly provided for in the agreement, a portion of the shares could vest, proportional to the percentage of the milestone that was achieved.
Extension or Renegotiation: We could mutually agree to extend the deadline or revise the milestone to a new, more realistic target.
Lapse: If no other provisions are in place, the unvested shares will typically revert according to your share agreement.
Financial & Valuation
○
How do growth shares impact our fees and future funding rounds?
Our growth share model is designed to support, not hinder, your company's financial strategy.
Reduced Management Fees: In exchange for the growth shares, a mutually agreed-upon reduction on your monthly management fee may be applied. This discount reflects the alignment of our compensation with your long-term performance.
No Impact on Funding: Non-voting growth shares typically do not hinder future funding rounds or the implementation of other equity models (such as EMI options). They are structured to participate only in the upside beyond your current valuation. However, major changes like issuing new preference shares may require adjustments or a "buyback" arrangement for the vested portion of the growth shares, as determined by your legal advisors.
○
What happens to the growth shares during a liquidity event?
Growth shares are designed to integrate seamlessly into any future liquidity event, whether it is a partial secondary share sale, a full company sale, an IPO, or a merger. In any of these scenarios, our shares convert according to the pre-agreed structure. This ensures that our participation reflects only the additional value created beyond the hurdle rate, protecting the value already built by you and your existing shareholders.
○
Can we control who owns the shares?
Yes, you retain full control over your cap table.
Transfer Restrictions: Growth shares are generally non-transferable and are subject to pre-emption rights and board approval. This ensures that any transfer of shares adheres to your company's established rules and prevents unwanted third-party acquisitions.
Buyback Options: A buyback clause or call option can be included in the share terms. This gives your company the right to repurchase the growth shares at a pre-agreed price or fair market value. This process is fully supported by the equity management platform, which records the transaction and updates your cap table accordingly.
○
How are growth shares taxed at issuance, vesting, and at exit?
Growth shares are designed to be tax-efficient. Because they are issued at a nominal value and are considered "worthless" until the hurdle rate is exceeded, there is typically no immediate tax liability for your company.
The tax implications occur in three stages:
At Issuance: The shares are issued at a very low nominal value (e.g. £0.01). 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 to ensure the shares have no "built-in gain" upon issuance.
At Vesting: Vesting itself generally does not trigger a tax event, as no actual gain is realised when the conditional restrictions are lifted. 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 at a liquidity event (such as a sale or IPO), any benefit realised above the hurdle rate is treated as a capital gain for the shareholder (GoGorilla.com), subject to Capital Gains Tax (CGT) rates.
Please note that this information is for illustrative purposes only and does not constitute tax advice. We strongly recommend you consult with your own tax advisor to understand the specific implications for your company.
○
How do you ensure the growth shares do not unfairly dilute our existing shareholders?
The growth share model is specifically designed to protect your existing shareholders through the use of a hurdle rate. This ensures that any dilution only occurs proportionally in the upside value that we help create, not at the expense of the value you have already built.
Here's how it works:
Existing Shareholders Retain Full Value: Your existing shareholders retain the full value of the company up to the current valuation (the hurdle rate). Growth shares only participate in any additional value created beyond that threshold.
No Value, No Impact: If the company's value does not increase beyond the hurdle rate, the growth shares have no economic impact. This safeguards the baseline equity value already held by your existing shareholders.
The updated Articles of Association and the Growth Shareholder Agreement clearly define these protections, providing a clear, legal framework that ensures fairness and transparency.
Legal & Security
○
What is a digital cap table?
A digital cap table (capitalisation table) is an online tool that provides a real-time, accurate view of your company's ownership structure. It details shareholder identities, share classes, and transaction histories. This simplifies equity management and compliance reporting, making it easier to model different fundraising scenarios and track changes to your ownership over time.
○
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 the legal records of all registered businesses. Our partner platform features two-way integration with Companies House. This means that any changes you make on the platform, such as issuing or transferring shares, are automatically synchronised with the official Companies House records, ensuring accuracy and compliance without duplicate data entry.
○
What if we decide to end our partnership before a milestone is reached?
If you choose to end our partnership before a milestone is achieved, any unvested growth shares will revert to your company as specified in the share agreement. This ensures that equity is only ever awarded for fully completed and verified performance milestones, protecting your company and its shareholders.
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.
○
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 use these tools to streamline the process and minimise external legal costs.
However, setting up a growth share model involves several critical compliance areas. Because these areas are 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 is essential to 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?
Please change me.
Document
Purpose
How Our Partner Platform Helps
Articles of Association (AoA)
The Articles set out the rules governing your company's operations and share capital. For a growth share model, the AoA must include provisions that allow for the issuance of conditional growth shares.
Our partner platform provides a standard set of model Articles that include the necessary clauses. Alternatively, it can supply the specific growth share clauses for your legal advisor to insert into your existing document.
Task Agreement
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.
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 & Shareholder Resolutions
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.
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 all necessary approvals are in place.
Hurdle Valuation Report
Although not strictly a "legal" document, this report is essential because it sets the benchmark (hurdle rate) above which growth shares acquire economic value.
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.
Additional Documents (as needed)
Depending on your company's existing structure, other documents may be required, such as a Deed of Adherence for a shareholders' agreement or Share Certificates and Transfer Forms.
The platform can generate digital share certificates automatically and provides templates for other common documents as needed.
○
Does awarding shares to GoGorilla.com mean you can access sensitive financial or board-level information?
No. Awarding growth shares to GoGorilla.com 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 strictly limited to achieving the marketing milestones we agree upon. 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 FinTech integrates with a trusted third-party equity management platform that is fully regulated and secure. This partnership ensures institutional-grade compliance, audit-ready reporting, and complete data security whilst maintaining independence from GoGorilla's internal systems. The 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: 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.
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 unauthorised 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.
Partnership Eligibility
○
Who is eligible for the Automated External Growth Shares?
This add-on is designed for our most ambitious partners who are preparing for a significant liquidity event and require institutional-grade accountability.
It is best suited for:
Private equity or venture capital-backed companies
Large businesses preparing for an IPO within the next four years
Companies preparing for an exit within the next four years
Businesses looking to take on institutional funding
To qualify for this partnership, you must also meet the following criteria:
You must be on an Enterprise plan.
You must have been using our service for at least six months.
To see if this performance-based equity model is the right fit for your business, request a Shared Success Proposal by clicking Get Started and tell us your ultimate goal.
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).
Model Mechanics
○
Who are the growth shares issued to?
Growth shares are issued directly to GoGorilla.com as a single corporate entity. Our proprietary FinTech platform then internally and algorithmically distributes the associated benefits to our team members based on their measurable contributions to meeting your performance milestones. This approach streamlines the shareholding structure for your company whilst ensuring our entire team remains incentivised to try harder.
○
What type of shares do you use and do they have voting rights?
Our equity incentive model exclusively utilises growth shares. These are a specific class of conditional, non-voting equity designed to reward participants based on the future increase in a company's value. This structure ensures that whilst our compensation is aligned with your growth, your organisation retains full decision-making authority at all times.
○
How are growth shares valued, from initial issuance to becoming profitable?
The financial structure of our growth share model is designed to be simple, compliant, and aligned with your success. The process involves two key concepts:
The Nominal Value (The Initial Cost)
The nominal value (or par value) of a share is a statutory figure assigned to each share at the time of issuance. This value is typically set very low (e.g., £0.01) to minimise upfront costs. Once GoGorilla.com accepts the growth shares via the equity management platform, we remit this nominal value directly to your company's bank account. This transaction is a legal formality that formalises our ownership of the shares.
The Hurdle Rate (The Threshold for Real Value)
The hurdle rate is the minimum per-share value that your company must exceed before the growth shares become economically valuable. It is established at issuance, typically at a 20–40% premium above your company's current share price. This process is managed through our trusted third-party platform, which uses your financial metrics and industry benchmarks to help you establish a defensible valuation record.
This two-part structure ensures that the growth shares only gain real economic value when your company's valuation significantly increases beyond its current worth. This protects your existing shareholders and ensures that we are only rewarded for delivering substantial, measurable growth.
○
What is a vesting schedule?
A vesting schedule is the timeline over which the growth shares are earned and become fully owned (unconditional) by GoGorilla.com. This schedule ensures that our equity rewards are linked to sustained contribution and the achievement of specific targets over time.
Our model is flexible and can be structured in several ways:
Time-Based Vesting: Shares are earned gradually over a set period (e.g. monthly or quarterly over two years).
Performance-Based Vesting: Shares are earned only when specific, pre-agreed performance milestones are achieved.
Hybrid Vesting: A combination of both, where shares are earned over time, contingent upon performance milestones also being met.
The specific structure of the vesting schedule can be tailored to align with your company's objectives and timelines.
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.
○
What is a cliff period, and is it required?
A cliff period is an initial period at the start of a vesting schedule during which no shares are earned. It serves as a probationary phase to confirm commitment and ensure that the partnership is working well before any equity begins to vest.
For example, in a vesting schedule with a one-year cliff, no shares would be earned during the first 12 months. After this one-year period is successfully completed, a portion of the shares (e.g. the first year's worth) might vest immediately, with the remainder vesting monthly or quarterly thereafter.
Although not mandatory, many companies choose to include a cliff period to ensure that equity is only awarded after a minimum period of sustained contribution has been demonstrated. The use and duration of the cliff can be tailored to your strategic needs.
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.
○
How many milestones can we set, and how often can we update or change them?
We typically define three to five key milestones at the outset, but the number can be tailored to your specific vesting timeline and strategic objectives. Whilst the terms are typically fixed once accepted, any adjustments to milestones can be formally documented and approved by your board or shareholders through the equity management platform.
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.
Milestones & Verification
○
What are business performance milestones?
Business performance milestones are the specific, measurable, and time-bound targets that must be met for growth shares to vest. They are the core of our performance-based model and ensure that our equity rewards are linked directly to your company's success.
We look for clear, high-level objectives that are aligned with your strategic direction. These are tangible business outcomes that reflect your real commercial ambitions. Typical milestones include:
Achieving a specific revenue target.
Improving gross profit margins.
Hitting a key customer acquisition or retention figure.
○
How are performance milestones verified?
Milestones are verified through a simple, manual process that is controlled by your company's leadership. First, we agree on clear, measurable, high-level objectives that are aligned with your strategic direction (e.g. revenue figures, profit margins, or customer acquisition numbers). Once the performance target is reached, GoGorilla.com provides supporting performance data (such as campaign reports or sales metrics) for your team to review. Your designated team then manually marks the milestone as achieved in the platform, which in turn triggers the vesting process.
○
Who is responsible for tracking and reporting on milestone progress?
You, the client, retain full ownership and control of your company's data. Whilst our platform provides the framework for setting milestones, the responsibility for tracking and reporting on progress remains with your leadership team.
GoGorilla.com will provide supporting performance data and analysis to assist your review, but the final confirmation that a milestone has been officially achieved is a manual approval made by your designated team members within the equity management platform. This ensures you always have the final say and maintains a clear, audit-ready separation of duties.
○
What happens if a performance milestone is not fully met?
If an agreed milestone is not met within the set timeframe, the corresponding growth shares will not vest and will remain with your company. However, our model is designed to be flexible. Depending on the terms specified in your legal agreement, several outcomes are possible:
Partial Vesting: If explicitly provided for in the agreement, a portion of the shares could vest, proportional to the percentage of the milestone that was achieved.
Extension or Renegotiation: We could mutually agree to extend the deadline or revise the milestone to a new, more realistic target.
Lapse: If no other provisions are in place, the unvested shares will typically revert according to your share agreement.
Financial & Valuation
○
How do growth shares impact our fees and future funding rounds?
Our growth share model is designed to support, not hinder, your company's financial strategy.
Reduced Management Fees: In exchange for the growth shares, a mutually agreed-upon reduction on your monthly management fee may be applied. This discount reflects the alignment of our compensation with your long-term performance.
No Impact on Funding: Non-voting growth shares typically do not hinder future funding rounds or the implementation of other equity models (such as EMI options). They are structured to participate only in the upside beyond your current valuation. However, major changes like issuing new preference shares may require adjustments or a "buyback" arrangement for the vested portion of the growth shares, as determined by your legal advisors.
○
What happens to the growth shares during a liquidity event?
Growth shares are designed to integrate seamlessly into any future liquidity event, whether it is a partial secondary share sale, a full company sale, an IPO, or a merger. In any of these scenarios, our shares convert according to the pre-agreed structure. This ensures that our participation reflects only the additional value created beyond the hurdle rate, protecting the value already built by you and your existing shareholders.
○
Can we control who owns the shares?
Yes, you retain full control over your cap table.
Transfer Restrictions: Growth shares are generally non-transferable and are subject to pre-emption rights and board approval. This ensures that any transfer of shares adheres to your company's established rules and prevents unwanted third-party acquisitions.
Buyback Options: A buyback clause or call option can be included in the share terms. This gives your company the right to repurchase the growth shares at a pre-agreed price or fair market value. This process is fully supported by the equity management platform, which records the transaction and updates your cap table accordingly.
○
How are growth shares taxed at issuance, vesting, and at exit?
Growth shares are designed to be tax-efficient. Because they are issued at a nominal value and are considered "worthless" until the hurdle rate is exceeded, there is typically no immediate tax liability for your company.
The tax implications occur in three stages:
At Issuance: The shares are issued at a very low nominal value (e.g. £0.01). 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 to ensure the shares have no "built-in gain" upon issuance.
At Vesting: Vesting itself generally does not trigger a tax event, as no actual gain is realised when the conditional restrictions are lifted. 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 at a liquidity event (such as a sale or IPO), any benefit realised above the hurdle rate is treated as a capital gain for the shareholder (GoGorilla.com), subject to Capital Gains Tax (CGT) rates.
Please note that this information is for illustrative purposes only and does not constitute tax advice. We strongly recommend you consult with your own tax advisor to understand the specific implications for your company.
○
How do you ensure the growth shares do not unfairly dilute our existing shareholders?
The growth share model is specifically designed to protect your existing shareholders through the use of a hurdle rate. This ensures that any dilution only occurs proportionally in the upside value that we help create, not at the expense of the value you have already built.
Here's how it works:
Existing Shareholders Retain Full Value: Your existing shareholders retain the full value of the company up to the current valuation (the hurdle rate). Growth shares only participate in any additional value created beyond that threshold.
No Value, No Impact: If the company's value does not increase beyond the hurdle rate, the growth shares have no economic impact. This safeguards the baseline equity value already held by your existing shareholders.
The updated Articles of Association and the Growth Shareholder Agreement clearly define these protections, providing a clear, legal framework that ensures fairness and transparency.
Legal & Security
○
What is a digital cap table?
A digital cap table (capitalisation table) is an online tool that provides a real-time, accurate view of your company's ownership structure. It details shareholder identities, share classes, and transaction histories. This simplifies equity management and compliance reporting, making it easier to model different fundraising scenarios and track changes to your ownership over time.
○
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 the legal records of all registered businesses. Our partner platform features two-way integration with Companies House. This means that any changes you make on the platform, such as issuing or transferring shares, are automatically synchronised with the official Companies House records, ensuring accuracy and compliance without duplicate data entry.
○
What if we decide to end our partnership before a milestone is reached?
If you choose to end our partnership before a milestone is achieved, any unvested growth shares will revert to your company as specified in the share agreement. This ensures that equity is only ever awarded for fully completed and verified performance milestones, protecting your company and its shareholders.
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.
○
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 use these tools to streamline the process and minimise external legal costs.
However, setting up a growth share model involves several critical compliance areas. Because these areas are 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 is essential to 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?
Please change me.
Document
Purpose
How Our Partner Platform Helps
Articles of Association (AoA)
The Articles set out the rules governing your company's operations and share capital. For a growth share model, the AoA must include provisions that allow for the issuance of conditional growth shares.
Our partner platform provides a standard set of model Articles that include the necessary clauses. Alternatively, it can supply the specific growth share clauses for your legal advisor to insert into your existing document.
Task Agreement
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.
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 & Shareholder Resolutions
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.
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 all necessary approvals are in place.
Hurdle Valuation Report
Although not strictly a "legal" document, this report is essential because it sets the benchmark (hurdle rate) above which growth shares acquire economic value.
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.
Additional Documents (as needed)
Depending on your company's existing structure, other documents may be required, such as a Deed of Adherence for a shareholders' agreement or Share Certificates and Transfer Forms.
The platform can generate digital share certificates automatically and provides templates for other common documents as needed.
○
Does awarding shares to GoGorilla.com mean you can access sensitive financial or board-level information?
No. Awarding growth shares to GoGorilla.com 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 strictly limited to achieving the marketing milestones we agree upon. 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 FinTech integrates with a trusted third-party equity management platform that is fully regulated and secure. This partnership ensures institutional-grade compliance, audit-ready reporting, and complete data security whilst maintaining independence from GoGorilla's internal systems. The 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: 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.
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 unauthorised 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.
Partnership Eligibility
○
Who is eligible for the Automated External Growth Shares?
This add-on is designed for our most ambitious partners who are preparing for a significant liquidity event and require institutional-grade accountability.
It is best suited for:
Private equity or venture capital-backed companies
Large businesses preparing for an IPO within the next four years
Companies preparing for an exit within the next four years
Businesses looking to take on institutional funding
To qualify for this partnership, you must also meet the following criteria:
You must be on an Enterprise plan.
You must have been using our service for at least six months.
To see if this performance-based equity model is the right fit for your business, request a Shared Success Proposal by clicking Get Started and tell us your ultimate goal.
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).
Model Mechanics
○
Who are the growth shares issued to?
Growth shares are issued directly to GoGorilla.com as a single corporate entity. Our proprietary FinTech platform then internally and algorithmically distributes the associated benefits to our team members based on their measurable contributions to meeting your performance milestones. This approach streamlines the shareholding structure for your company whilst ensuring our entire team remains incentivised to try harder.
○
What type of shares do you use and do they have voting rights?
Our equity incentive model exclusively utilises growth shares. These are a specific class of conditional, non-voting equity designed to reward participants based on the future increase in a company's value. This structure ensures that whilst our compensation is aligned with your growth, your organisation retains full decision-making authority at all times.
○
How are growth shares valued, from initial issuance to becoming profitable?
The financial structure of our growth share model is designed to be simple, compliant, and aligned with your success. The process involves two key concepts:
The Nominal Value (The Initial Cost)
The nominal value (or par value) of a share is a statutory figure assigned to each share at the time of issuance. This value is typically set very low (e.g., £0.01) to minimise upfront costs. Once GoGorilla.com accepts the growth shares via the equity management platform, we remit this nominal value directly to your company's bank account. This transaction is a legal formality that formalises our ownership of the shares.
The Hurdle Rate (The Threshold for Real Value)
The hurdle rate is the minimum per-share value that your company must exceed before the growth shares become economically valuable. It is established at issuance, typically at a 20–40% premium above your company's current share price. This process is managed through our trusted third-party platform, which uses your financial metrics and industry benchmarks to help you establish a defensible valuation record.
This two-part structure ensures that the growth shares only gain real economic value when your company's valuation significantly increases beyond its current worth. This protects your existing shareholders and ensures that we are only rewarded for delivering substantial, measurable growth.
○
What is a vesting schedule?
A vesting schedule is the timeline over which the growth shares are earned and become fully owned (unconditional) by GoGorilla.com. This schedule ensures that our equity rewards are linked to sustained contribution and the achievement of specific targets over time.
Our model is flexible and can be structured in several ways:
Time-Based Vesting: Shares are earned gradually over a set period (e.g. monthly or quarterly over two years).
Performance-Based Vesting: Shares are earned only when specific, pre-agreed performance milestones are achieved.
Hybrid Vesting: A combination of both, where shares are earned over time, contingent upon performance milestones also being met.
The specific structure of the vesting schedule can be tailored to align with your company's objectives and timelines.
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.
○
What is a cliff period, and is it required?
A cliff period is an initial period at the start of a vesting schedule during which no shares are earned. It serves as a probationary phase to confirm commitment and ensure that the partnership is working well before any equity begins to vest.
For example, in a vesting schedule with a one-year cliff, no shares would be earned during the first 12 months. After this one-year period is successfully completed, a portion of the shares (e.g. the first year's worth) might vest immediately, with the remainder vesting monthly or quarterly thereafter.
Although not mandatory, many companies choose to include a cliff period to ensure that equity is only awarded after a minimum period of sustained contribution has been demonstrated. The use and duration of the cliff can be tailored to your strategic needs.
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.
○
How many milestones can we set, and how often can we update or change them?
We typically define three to five key milestones at the outset, but the number can be tailored to your specific vesting timeline and strategic objectives. Whilst the terms are typically fixed once accepted, any adjustments to milestones can be formally documented and approved by your board or shareholders through the equity management platform.
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.
Milestones & Verification
○
What are business performance milestones?
Business performance milestones are the specific, measurable, and time-bound targets that must be met for growth shares to vest. They are the core of our performance-based model and ensure that our equity rewards are linked directly to your company's success.
We look for clear, high-level objectives that are aligned with your strategic direction. These are tangible business outcomes that reflect your real commercial ambitions. Typical milestones include:
Achieving a specific revenue target.
Improving gross profit margins.
Hitting a key customer acquisition or retention figure.
○
How are performance milestones verified?
Milestones are verified through a simple, manual process that is controlled by your company's leadership. First, we agree on clear, measurable, high-level objectives that are aligned with your strategic direction (e.g. revenue figures, profit margins, or customer acquisition numbers). Once the performance target is reached, GoGorilla.com provides supporting performance data (such as campaign reports or sales metrics) for your team to review. Your designated team then manually marks the milestone as achieved in the platform, which in turn triggers the vesting process.
○
Who is responsible for tracking and reporting on milestone progress?
You, the client, retain full ownership and control of your company's data. Whilst our platform provides the framework for setting milestones, the responsibility for tracking and reporting on progress remains with your leadership team.
GoGorilla.com will provide supporting performance data and analysis to assist your review, but the final confirmation that a milestone has been officially achieved is a manual approval made by your designated team members within the equity management platform. This ensures you always have the final say and maintains a clear, audit-ready separation of duties.
○
What happens if a performance milestone is not fully met?
If an agreed milestone is not met within the set timeframe, the corresponding growth shares will not vest and will remain with your company. However, our model is designed to be flexible. Depending on the terms specified in your legal agreement, several outcomes are possible:
Partial Vesting: If explicitly provided for in the agreement, a portion of the shares could vest, proportional to the percentage of the milestone that was achieved.
Extension or Renegotiation: We could mutually agree to extend the deadline or revise the milestone to a new, more realistic target.
Lapse: If no other provisions are in place, the unvested shares will typically revert according to your share agreement.
Financial & Valuation
○
How do growth shares impact our fees and future funding rounds?
Our growth share model is designed to support, not hinder, your company's financial strategy.
Reduced Management Fees: In exchange for the growth shares, a mutually agreed-upon reduction on your monthly management fee may be applied. This discount reflects the alignment of our compensation with your long-term performance.
No Impact on Funding: Non-voting growth shares typically do not hinder future funding rounds or the implementation of other equity models (such as EMI options). They are structured to participate only in the upside beyond your current valuation. However, major changes like issuing new preference shares may require adjustments or a "buyback" arrangement for the vested portion of the growth shares, as determined by your legal advisors.
○
What happens to the growth shares during a liquidity event?
Growth shares are designed to integrate seamlessly into any future liquidity event, whether it is a partial secondary share sale, a full company sale, an IPO, or a merger. In any of these scenarios, our shares convert according to the pre-agreed structure. This ensures that our participation reflects only the additional value created beyond the hurdle rate, protecting the value already built by you and your existing shareholders.
○
Can we control who owns the shares?
Yes, you retain full control over your cap table.
Transfer Restrictions: Growth shares are generally non-transferable and are subject to pre-emption rights and board approval. This ensures that any transfer of shares adheres to your company's established rules and prevents unwanted third-party acquisitions.
Buyback Options: A buyback clause or call option can be included in the share terms. This gives your company the right to repurchase the growth shares at a pre-agreed price or fair market value. This process is fully supported by the equity management platform, which records the transaction and updates your cap table accordingly.
○
How are growth shares taxed at issuance, vesting, and at exit?
Growth shares are designed to be tax-efficient. Because they are issued at a nominal value and are considered "worthless" until the hurdle rate is exceeded, there is typically no immediate tax liability for your company.
The tax implications occur in three stages:
At Issuance: The shares are issued at a very low nominal value (e.g. £0.01). 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 to ensure the shares have no "built-in gain" upon issuance.
At Vesting: Vesting itself generally does not trigger a tax event, as no actual gain is realised when the conditional restrictions are lifted. 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 at a liquidity event (such as a sale or IPO), any benefit realised above the hurdle rate is treated as a capital gain for the shareholder (GoGorilla.com), subject to Capital Gains Tax (CGT) rates.
Please note that this information is for illustrative purposes only and does not constitute tax advice. We strongly recommend you consult with your own tax advisor to understand the specific implications for your company.
○
How do you ensure the growth shares do not unfairly dilute our existing shareholders?
The growth share model is specifically designed to protect your existing shareholders through the use of a hurdle rate. This ensures that any dilution only occurs proportionally in the upside value that we help create, not at the expense of the value you have already built.
Here's how it works:
Existing Shareholders Retain Full Value: Your existing shareholders retain the full value of the company up to the current valuation (the hurdle rate). Growth shares only participate in any additional value created beyond that threshold.
No Value, No Impact: If the company's value does not increase beyond the hurdle rate, the growth shares have no economic impact. This safeguards the baseline equity value already held by your existing shareholders.
The updated Articles of Association and the Growth Shareholder Agreement clearly define these protections, providing a clear, legal framework that ensures fairness and transparency.
Legal & Security
○
What is a digital cap table?
A digital cap table (capitalisation table) is an online tool that provides a real-time, accurate view of your company's ownership structure. It details shareholder identities, share classes, and transaction histories. This simplifies equity management and compliance reporting, making it easier to model different fundraising scenarios and track changes to your ownership over time.
○
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 the legal records of all registered businesses. Our partner platform features two-way integration with Companies House. This means that any changes you make on the platform, such as issuing or transferring shares, are automatically synchronised with the official Companies House records, ensuring accuracy and compliance without duplicate data entry.
○
What if we decide to end our partnership before a milestone is reached?
If you choose to end our partnership before a milestone is achieved, any unvested growth shares will revert to your company as specified in the share agreement. This ensures that equity is only ever awarded for fully completed and verified performance milestones, protecting your company and its shareholders.
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.
○
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 use these tools to streamline the process and minimise external legal costs.
However, setting up a growth share model involves several critical compliance areas. Because these areas are 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 is essential to 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?
Please change me.
Document
Purpose
How Our Partner Platform Helps
Articles of Association (AoA)
The Articles set out the rules governing your company's operations and share capital. For a growth share model, the AoA must include provisions that allow for the issuance of conditional growth shares.
Our partner platform provides a standard set of model Articles that include the necessary clauses. Alternatively, it can supply the specific growth share clauses for your legal advisor to insert into your existing document.
Task Agreement
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.
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 & Shareholder Resolutions
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.
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 all necessary approvals are in place.
Hurdle Valuation Report
Although not strictly a "legal" document, this report is essential because it sets the benchmark (hurdle rate) above which growth shares acquire economic value.
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.
Additional Documents (as needed)
Depending on your company's existing structure, other documents may be required, such as a Deed of Adherence for a shareholders' agreement or Share Certificates and Transfer Forms.
The platform can generate digital share certificates automatically and provides templates for other common documents as needed.
○
Does awarding shares to GoGorilla.com mean you can access sensitive financial or board-level information?
No. Awarding growth shares to GoGorilla.com 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 strictly limited to achieving the marketing milestones we agree upon. 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 FinTech integrates with a trusted third-party equity management platform that is fully regulated and secure. This partnership ensures institutional-grade compliance, audit-ready reporting, and complete data security whilst maintaining independence from GoGorilla's internal systems. The 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: 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.
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 unauthorised 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.
Partnership Eligibility
○
Who is eligible for the Automated External Growth Shares?
This add-on is designed for our most ambitious partners who are preparing for a significant liquidity event and require institutional-grade accountability.
It is best suited for:
Private equity or venture capital-backed companies
Large businesses preparing for an IPO within the next four years
Companies preparing for an exit within the next four years
Businesses looking to take on institutional funding
To qualify for this partnership, you must also meet the following criteria:
You must be on an Enterprise plan.
You must have been using our service for at least six months.
To see if this performance-based equity model is the right fit for your business, request a Shared Success Proposal by clicking Get Started and tell us your ultimate goal.
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).
Model Mechanics
○
Who are the growth shares issued to?
Growth shares are issued directly to GoGorilla.com as a single corporate entity. Our proprietary FinTech platform then internally and algorithmically distributes the associated benefits to our team members based on their measurable contributions to meeting your performance milestones. This approach streamlines the shareholding structure for your company whilst ensuring our entire team remains incentivised to try harder.
○
What type of shares do you use and do they have voting rights?
Our equity incentive model exclusively utilises growth shares. These are a specific class of conditional, non-voting equity designed to reward participants based on the future increase in a company's value. This structure ensures that whilst our compensation is aligned with your growth, your organisation retains full decision-making authority at all times.
○
How are growth shares valued, from initial issuance to becoming profitable?
The financial structure of our growth share model is designed to be simple, compliant, and aligned with your success. The process involves two key concepts:
The Nominal Value (The Initial Cost)
The nominal value (or par value) of a share is a statutory figure assigned to each share at the time of issuance. This value is typically set very low (e.g., £0.01) to minimise upfront costs. Once GoGorilla.com accepts the growth shares via the equity management platform, we remit this nominal value directly to your company's bank account. This transaction is a legal formality that formalises our ownership of the shares.
The Hurdle Rate (The Threshold for Real Value)
The hurdle rate is the minimum per-share value that your company must exceed before the growth shares become economically valuable. It is established at issuance, typically at a 20–40% premium above your company's current share price. This process is managed through our trusted third-party platform, which uses your financial metrics and industry benchmarks to help you establish a defensible valuation record.
This two-part structure ensures that the growth shares only gain real economic value when your company's valuation significantly increases beyond its current worth. This protects your existing shareholders and ensures that we are only rewarded for delivering substantial, measurable growth.
○
What is a vesting schedule?
A vesting schedule is the timeline over which the growth shares are earned and become fully owned (unconditional) by GoGorilla.com. This schedule ensures that our equity rewards are linked to sustained contribution and the achievement of specific targets over time.
Our model is flexible and can be structured in several ways:
Time-Based Vesting: Shares are earned gradually over a set period (e.g. monthly or quarterly over two years).
Performance-Based Vesting: Shares are earned only when specific, pre-agreed performance milestones are achieved.
Hybrid Vesting: A combination of both, where shares are earned over time, contingent upon performance milestones also being met.
The specific structure of the vesting schedule can be tailored to align with your company's objectives and timelines.
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.
○
What is a cliff period, and is it required?
A cliff period is an initial period at the start of a vesting schedule during which no shares are earned. It serves as a probationary phase to confirm commitment and ensure that the partnership is working well before any equity begins to vest.
For example, in a vesting schedule with a one-year cliff, no shares would be earned during the first 12 months. After this one-year period is successfully completed, a portion of the shares (e.g. the first year's worth) might vest immediately, with the remainder vesting monthly or quarterly thereafter.
Although not mandatory, many companies choose to include a cliff period to ensure that equity is only awarded after a minimum period of sustained contribution has been demonstrated. The use and duration of the cliff can be tailored to your strategic needs.
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.
○
How many milestones can we set, and how often can we update or change them?
We typically define three to five key milestones at the outset, but the number can be tailored to your specific vesting timeline and strategic objectives. Whilst the terms are typically fixed once accepted, any adjustments to milestones can be formally documented and approved by your board or shareholders through the equity management platform.
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.
Milestones & Verification
○
What are business performance milestones?
Business performance milestones are the specific, measurable, and time-bound targets that must be met for growth shares to vest. They are the core of our performance-based model and ensure that our equity rewards are linked directly to your company's success.
We look for clear, high-level objectives that are aligned with your strategic direction. These are tangible business outcomes that reflect your real commercial ambitions. Typical milestones include:
Achieving a specific revenue target.
Improving gross profit margins.
Hitting a key customer acquisition or retention figure.
○
How are performance milestones verified?
Milestones are verified through a simple, manual process that is controlled by your company's leadership. First, we agree on clear, measurable, high-level objectives that are aligned with your strategic direction (e.g. revenue figures, profit margins, or customer acquisition numbers). Once the performance target is reached, GoGorilla.com provides supporting performance data (such as campaign reports or sales metrics) for your team to review. Your designated team then manually marks the milestone as achieved in the platform, which in turn triggers the vesting process.
○
Who is responsible for tracking and reporting on milestone progress?
You, the client, retain full ownership and control of your company's data. Whilst our platform provides the framework for setting milestones, the responsibility for tracking and reporting on progress remains with your leadership team.
GoGorilla.com will provide supporting performance data and analysis to assist your review, but the final confirmation that a milestone has been officially achieved is a manual approval made by your designated team members within the equity management platform. This ensures you always have the final say and maintains a clear, audit-ready separation of duties.
○
What happens if a performance milestone is not fully met?
If an agreed milestone is not met within the set timeframe, the corresponding growth shares will not vest and will remain with your company. However, our model is designed to be flexible. Depending on the terms specified in your legal agreement, several outcomes are possible:
Partial Vesting: If explicitly provided for in the agreement, a portion of the shares could vest, proportional to the percentage of the milestone that was achieved.
Extension or Renegotiation: We could mutually agree to extend the deadline or revise the milestone to a new, more realistic target.
Lapse: If no other provisions are in place, the unvested shares will typically revert according to your share agreement.
Financial & Valuation
○
How do growth shares impact our fees and future funding rounds?
Our growth share model is designed to support, not hinder, your company's financial strategy.
Reduced Management Fees: In exchange for the growth shares, a mutually agreed-upon reduction on your monthly management fee may be applied. This discount reflects the alignment of our compensation with your long-term performance.
No Impact on Funding: Non-voting growth shares typically do not hinder future funding rounds or the implementation of other equity models (such as EMI options). They are structured to participate only in the upside beyond your current valuation. However, major changes like issuing new preference shares may require adjustments or a "buyback" arrangement for the vested portion of the growth shares, as determined by your legal advisors.
○
What happens to the growth shares during a liquidity event?
Growth shares are designed to integrate seamlessly into any future liquidity event, whether it is a partial secondary share sale, a full company sale, an IPO, or a merger. In any of these scenarios, our shares convert according to the pre-agreed structure. This ensures that our participation reflects only the additional value created beyond the hurdle rate, protecting the value already built by you and your existing shareholders.
○
Can we control who owns the shares?
Yes, you retain full control over your cap table.
Transfer Restrictions: Growth shares are generally non-transferable and are subject to pre-emption rights and board approval. This ensures that any transfer of shares adheres to your company's established rules and prevents unwanted third-party acquisitions.
Buyback Options: A buyback clause or call option can be included in the share terms. This gives your company the right to repurchase the growth shares at a pre-agreed price or fair market value. This process is fully supported by the equity management platform, which records the transaction and updates your cap table accordingly.
○
How are growth shares taxed at issuance, vesting, and at exit?
Growth shares are designed to be tax-efficient. Because they are issued at a nominal value and are considered "worthless" until the hurdle rate is exceeded, there is typically no immediate tax liability for your company.
The tax implications occur in three stages:
At Issuance: The shares are issued at a very low nominal value (e.g. £0.01). 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 to ensure the shares have no "built-in gain" upon issuance.
At Vesting: Vesting itself generally does not trigger a tax event, as no actual gain is realised when the conditional restrictions are lifted. 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 at a liquidity event (such as a sale or IPO), any benefit realised above the hurdle rate is treated as a capital gain for the shareholder (GoGorilla.com), subject to Capital Gains Tax (CGT) rates.
Please note that this information is for illustrative purposes only and does not constitute tax advice. We strongly recommend you consult with your own tax advisor to understand the specific implications for your company.
○
How do you ensure the growth shares do not unfairly dilute our existing shareholders?
The growth share model is specifically designed to protect your existing shareholders through the use of a hurdle rate. This ensures that any dilution only occurs proportionally in the upside value that we help create, not at the expense of the value you have already built.
Here's how it works:
Existing Shareholders Retain Full Value: Your existing shareholders retain the full value of the company up to the current valuation (the hurdle rate). Growth shares only participate in any additional value created beyond that threshold.
No Value, No Impact: If the company's value does not increase beyond the hurdle rate, the growth shares have no economic impact. This safeguards the baseline equity value already held by your existing shareholders.
The updated Articles of Association and the Growth Shareholder Agreement clearly define these protections, providing a clear, legal framework that ensures fairness and transparency.
Legal & Security
○
What is a digital cap table?
A digital cap table (capitalisation table) is an online tool that provides a real-time, accurate view of your company's ownership structure. It details shareholder identities, share classes, and transaction histories. This simplifies equity management and compliance reporting, making it easier to model different fundraising scenarios and track changes to your ownership over time.
○
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 the legal records of all registered businesses. Our partner platform features two-way integration with Companies House. This means that any changes you make on the platform, such as issuing or transferring shares, are automatically synchronised with the official Companies House records, ensuring accuracy and compliance without duplicate data entry.
○
What if we decide to end our partnership before a milestone is reached?
If you choose to end our partnership before a milestone is achieved, any unvested growth shares will revert to your company as specified in the share agreement. This ensures that equity is only ever awarded for fully completed and verified performance milestones, protecting your company and its shareholders.
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.
○
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 use these tools to streamline the process and minimise external legal costs.
However, setting up a growth share model involves several critical compliance areas. Because these areas are 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 is essential to 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?
Please change me.
Document
Purpose
How Our Partner Platform Helps
Articles of Association (AoA)
The Articles set out the rules governing your company's operations and share capital. For a growth share model, the AoA must include provisions that allow for the issuance of conditional growth shares.
Our partner platform provides a standard set of model Articles that include the necessary clauses. Alternatively, it can supply the specific growth share clauses for your legal advisor to insert into your existing document.
Task Agreement
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.
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 & Shareholder Resolutions
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.
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 all necessary approvals are in place.
Hurdle Valuation Report
Although not strictly a "legal" document, this report is essential because it sets the benchmark (hurdle rate) above which growth shares acquire economic value.
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.
Additional Documents (as needed)
Depending on your company's existing structure, other documents may be required, such as a Deed of Adherence for a shareholders' agreement or Share Certificates and Transfer Forms.
The platform can generate digital share certificates automatically and provides templates for other common documents as needed.
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Does awarding shares to GoGorilla.com mean you can access sensitive financial or board-level information?
No. Awarding growth shares to GoGorilla.com 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 strictly limited to achieving the marketing milestones we agree upon. 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 FinTech integrates with a trusted third-party equity management platform that is fully regulated and secure. This partnership ensures institutional-grade compliance, audit-ready reporting, and complete data security whilst maintaining independence from GoGorilla's internal systems. The 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: 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.
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 unauthorised 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.
Get a marketing powerhouse as invested in your
vision as you are. Fight us or join us.
Get a marketing powerhouse as invested in your
vision as you are.
Fight us or join us.
Core Services
Clients
Company
Phone
020 8064 0568
info[at]gogorilla.com
United Kingdom
!
[1] ‘World’s First’
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verified by a
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Pricing
Core Services
Sprints
White Label
FinTech Platform
Clients
Capital
Company
[1] ‘World’s First’
Claim
has been
independently
verified by a
third-party
legal representative.
Learn
more
Phone
020 8064 0568
info[at]
gogorilla.com
Core Services
Company
Phone
020 8064 0568
info[at]
gogorilla.com
United Kingdom
[1] ‘World’s First’
Claim
has been
independently
verified by a
third-party
legal representative.
Learn
more
Pricing
Core Services
Sprints
White Label
FinTech Platform
Clients
Capital
Company
Phone
020 8064 0568
info[at]
gogorilla.com
United Kingdom
[1] ‘World’s First’
Claim
has been
independently
verified by a
third-party
legal representative.
Learn
more
Core Services
Clients
Company
Phone
020 8064 0568
info[at]gogorilla.com
United Kingdom
[1] ‘World’s First’
Claim
has been
independently
verified by a
third-party
legal representative.
Learn
more