How employee Share Schemes empower minority stakeholders in offshore expansion

Inclusive expansion: Employee Share Schemes put minority stakeholders on the map

As more people understand the advantages of expanding overseas, South African business owners continue to expand their operations beyond local borders, taking advantage of easier access to global markets, protection against rand volatility, and exposure to more stable political and economic climates, among other aspects.

But beyond the corporate headline of ‘going global’ lies a more nuanced challenge. How can these business owners help their shareholders, especially minority stakeholders, to participate in offshore value creation without incurring individual costs or complexity?

While many shareholders understand the importance of diversification, they often do not have the resources to establish their own offshore structures. It is an uneven playing field that potentially limits shareholders’ long-term wealth creation.

Employee Share Schemes (ESSs) offer a practical way to include everyone in the team. Instead of requiring each shareholder to establish a standalone offshore entity, a well-structured ESS can hold shares on behalf of multiple beneficiaries within a single trust. This approach reduces cost, simplifies administration, and aligns the interests of all parties involved, without sacrificing control or compliance.

The real strategic value of ESSs

While ESSs are often associated with executive compensation or long-term incentive plans, their role in offshore structuring goes far deeper. When used as part of an international expansion strategy, they can provide a powerful mechanism for collective ownership, succession planning, and tax-efficient cross-border participation.

An ESS can be a stepping stone. It gives minority shareholders a seat at the table in the offshore structure today, and potentially allows them to graduate into private offshore arrangements in the future as their personal financial circumstances evolve.

The benefits extend beyond accessibility. With the right jurisdiction and trust architecture, offshore ESSs can facilitate long-term estate planning, protect shareholder value across generations, and provide clarity around how future exit events or liquidity scenarios will be handled. Just as importantly, they foster deeper engagement from minority stakeholders who now have a tangible connection to the offshore entity’s performance.

Structuring an ESS that endures

Of course, these structures do not build themselves. Jurisdiction matters, as do tax considerations, regulatory requirements, and the specific terms built into the trust deed. Key decisions around vesting, exit conditions, and dispute mechanisms need to be clearly defined from the outset.

Education is equally important. Beneficiaries should understand more than just what they are entitled to; they also need clarity on how the structure works and what the long-term expectations are. It needs to be crystal clear that an ESS is a strategic vehicle for long-term value creation and not a short-term share bonus.

Too often, we see businesses rush into offshore structuring with the best intentions but with no clear plan for how shareholder participation will work. When done right, ESSs provide a scalable, efficient, and fair way to include all shareholders in the offshore journey, not just those with the resources to go it alone.

For South African businesses that are serious about building globally relevant, future-proof operations, the question is no longer whether, or even when, to expand offshore. It is how to bring everyone along for the ride, and ESSs may well be the answer. Sovereign Group always advises business owners to partner with professionals before making any moves, and, in this case, the shareholders should be part of the conversation as well. For businesses planning offshore expansion, working with a reputable financial specialist can help unlock the inclusive, long-term value of an ESS for both shareholders and the wider team.

* Voges is a business development manager at Sovereign Trust SA.

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