The partnership, in detail

The mechanics, explained

Equity vesting

Operator equity (typically 30-50% depending on business profile) vests over 36 months with a 12-month cliff. If the partnership ends in the first 12 months, no equity transfers. Between months 12 and 36, equity vests pro rata. After month 36, fully vested.

Management fee

The operator receives a base management fee of €2,000/month plus performance-based supplements of €1,000-3,000/month depending on milestones met. This is the operating cost of having Mansio's team running the business — paid from operating revenue, treated as an expense, not a profit distribution.

Dividends

Once Phase 1 investments are amortised (typically month 12), the business begins distributing dividends based on a 50% payout ratio of EBITDA. The owner receives their full equity share of these dividends — typically 50-70% of the total dividend pool.

Put option

From month 36, the owner can exercise a put option to sell their retained equity to Mansio Group at independently determined fair value, with a 10% premium if the business is thriving (defined by specific revenue and EBITDA criteria).

Reversion clause

If Mansio fails to meet contractual milestones in the first 18 months, unvested equity is returned and the partnership ends at no cost to the owner. The operator is at risk during the high-investment phase; the owner is protected.

Reversion rights (months 0-18)

The reversion clause is the founder's primary protection during the high-investment phase. If Mansio fails to meet the contractual milestones written into the shareholders' agreement during the first 18 months — milestones tied to specific operational, technological, and revenue commitments — then any operator equity that has not yet vested returns to the owner and the partnership ends at no cost. The operator carries the risk during the period when Mansio is investing in infrastructure and operational takeover; the owner is held harmless. After month 18 the reversion window closes and the partnership transitions to the alignment-of-interest model that the equity split is designed to create.

Audit rights

The owner retains ongoing audit rights over the operational and financial conduct of the business throughout the partnership. In practice this means quarterly audited financials and operational reports — covering revenue, EBITDA, dividend calculations, management-fee draws, and any expense category the owner wants visibility into — produced on a regular cadence and shared with the owner directly. The audit rights are written into the shareholders' agreement as a standing obligation, not a request the owner has to make. Should disagreement arise about any line item, the owner can call for an independent audit at any time, with the cost borne by Mansio unless the audit confirms Mansio's position.

Qualified majority for strategic decisions

Day-to-day operational decisions sit with the operator. But strategic decisions — defined contractually as those affecting more than 20% of revenue or touching the core identity of the business (company name, primary product or service lines, principal employee relationships, geographic footprint) — require qualified majority of both parties. The owner cannot be outvoted on the things that made the business worth preserving in the first place. The 20% revenue threshold is the contractual mechanism that prevents incremental drift into a business the founder would no longer recognise. Where the parties disagree on whether a decision crosses the threshold, the question itself becomes a qualified-majority matter.

Soul-of-business commitment

The shareholders' agreement carries a positive commitment from Mansio about the things the founder built that are not capturable on a balance sheet. The company name is preserved. Long-standing employees keep their roles — Mansio's operational takeover absorbs work via the modernised technology stack and process redesign, not by replacing people. Established customer and supplier relationships are honoured and continued. The operational identity of the business — the way it shows up to its customers, its tone, its standards — is treated as core IP and preserved through the partnership. This is the contractual answer to the founder's deepest fear about a sale to a larger group: that the soul of what was built gets dismantled in the integration.

Estate provisions

Estate provisions are built directly into the shareholders' agreement so the partnership survives the founder. The owner's equity passes to their estate per their will — no contractual claw-back, no Mansio right of first refusal that disturbs the natural inheritance. Mansio continues operating the business under the same terms. Critically, the put option becomes immediately available to the estate from the moment of inheritance — the estate does not have to wait for the month-36 trigger, does not have to maintain founder involvement, and is not asked to step into an operational role. The estate can hold the equity, draw dividends, or sell to Mansio at independently determined fair value at any time.

Put option as ultimate exit

From month 36 onwards the put option becomes the founder's ultimate exit lever. The owner can sell their retained equity to Mansio Group at independently determined fair value, with a 10% premium if the business is thriving against specific revenue and EBITDA criteria agreed at signing. The valuation is set by an independent third party at the moment the put is exercised — not by Mansio, not by the owner, and not anchored to the partnership's original numbers. The owner can also exercise the put partially, selling some portion of their retained equity while continuing to hold the rest, which lets the founder draw down equity at the pace and scale that suits their own financial planning.

What if my business underperforms?

If milestones are missed in the first 18 months, the reversion clause returns unvested equity to you and the partnership ends. If milestones are missed after month 18, we are aligned with you on the outcome — our equity is tied to business performance.

What if I want to bring my children into the business later?

This is explicitly preserved in the shareholders' agreement. Family members can take operational or shareholder roles. We can also accommodate buy-back of operator equity if family succession becomes the right path.

What happens if I die during the partnership?

Estate provisions are built into the shareholders' agreement. Your equity passes to your estate per your will. We continue operating. The put option becomes immediately available to your estate.

How do you handle disagreements?

Decisions follow a tiered protocol. Operational decisions: operator. Strategic decisions affecting >20% of revenue or core identity: qualified majority of both parties. Disputes that cannot be resolved internally go to a pre-agreed arbitration process.

Can I still hire and fire employees?

Employment decisions are operational, which means they sit with whoever is running operations at the time. During Phase 1 and the first half of Phase 2 — when you are still the day-to-day operator — hiring and firing remains your call. As Mansio progressively takes over operational responsibility, those decisions move with the role. What does not move is the soul-of-business commitment: long-standing employees named in the shareholders' agreement are protected from displacement, and Mansio's operational takeover absorbs work through the modernised technology stack and process redesign rather than by replacing people. New hires are integrated, not substituted in. If you ever feel the line is being crossed, the qualified-majority protection on identity-affecting decisions is the contractual remedy.

What happens to my retained shares in 10 years?

You have three options, and the choice is yours, not ours. First: you can hold the retained equity indefinitely and continue receiving your full equity share of dividends — typically 50-70% of the dividend pool — for as long as the business is distributing. Second: you can exercise the put option at any point from month 36, selling all or part of your retained equity to Mansio at independently determined fair value, with a 10% premium if the business is thriving. Third: you can pass the equity to your estate per your will at any time, with the put option then immediately available to your beneficiaries. Most founders mix these — drawing dividends for years, then exercising partial puts as their financial planning requires.

Why 30-50% equity specifically?

The 30-50% range is calibrated to the operational lift required and keeps the founder in clear majority. Below 30% the operator equity is too thin to align Mansio's incentives with the long-term health of the business — we would be running operations without skin in the game proportional to the effort. Above 50% the founder loses majority control, which contradicts the entire premise of the third path. The lower bound (around 30%) applies to lighter-touch sectors where the modernisation work is meaningful but not transformational. The upper bound (around 50%) applies to deeper operational rebuilds where Mansio is genuinely taking on years of operational risk. The exact figure is agreed at signing against the business profile.

How do I exit if I change my mind?

You always have an exit lever available, and which one is best depends on when you decide. In the first 18 months, the reversion clause is your protection: if Mansio is not meeting contractual milestones, unvested equity returns to you and the partnership ends at no cost. Between months 18 and 36, you can negotiate an exit at fair value with Mansio — this window is rarely used because most disagreements resolve through the qualified-majority protocol, but it is contractually available. From month 36 onwards, the put option lets you sell retained equity at independently determined fair value with a 10% thriving premium. No matter what month you decide, there is a contractual path out.