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Corporate law

We understand that your business is important to you

Whether you are starting or growing a business, you think about it every day. We will take care of your business interests as if they were our own.

You can benefit from comprehensive advice on all the main aspects of corporate law including business start-ups, compliance, share re-organisation and buyback, financing, commercial contracts and buying and selling businesses or companies.

Whether your business is new or long established, it is essential that your lawyers understand your business and your needs.

Our Services

You may be considering starting up on your own as a sole trader or going into business with one or more partners or shareholders.

Our experienced team will advise you on the best way to conduct your business, such as remaining as a sole trader or forming a company. If you are in business with others you may form a:

  • Partnership
  • Limited Liability Partnership (LLP)
  • Company

If in business with others, it is important that a shareholders, LLP or partnership agreement is entered into sooner rather than later as this is when the parties are most likely to be in agreement. Otherwise, if problems arise, shareholders and LLP members would have to rely on their rights under company or LLP law which could be expensive to enforce, or, in the case of partners, the default regime provided by the Partnership Act 1890 will apply which may not suit the partners.

Don’t let legal problems hold up the process.

Buying and selling a business or company can be a complex and time-consuming process, not least because in the case of a sale it needs to continue to operate whilst the sale is in progress. Delays and complications can delay the transaction and make things more stressful for you.

By involving us early on, you will enable us to guide you through the transaction from start to finish, and ensure that the whole process is as streamlined and efficient as possible.

We will advise and take appropriate action throughout the due diligence stage, draft and/or negotiate the terms of the sale agreement and other documentation, addressing factors such as:

  • Liabilities
  • Employees
  • Customer and supplier contracts
  • Mortgages and other forms of security
  • Property or equipment leases

Furthermore, we will liaise throughout with your accountant, banker, tax and other advisers.

We take a realistic approach to these matters and always discuss with you what level of contractual protection is practical and proportionate, bearing in mind the size and complexity of the deal.

What does this mean to you?

Costs are kept to a sensible level whilst ensuring that the risks are suitably managed.

Among the main commercial contracts that we handle for our clients are:

  • Agency agreements
  • Distribution agreements
  • Franchise agreements

Agency agreements  – agreements appointing someone as agent to source customers for a supplier or manufacturer’s goods or services, often in a particular region, country or a number of countries and sometimes on an exclusive basis.

Distribution agreements – agreements where distributors buy stock from a supplier or manufacturer to sell to their own customers, again usually in a particular region, country or a number of countries and sometimes on an exclusive basis.

Franchise agreements – agreements for operating a franchise in a particular area. Although the business will be yours, the franchisor will usually want to make sure that you operate it in a way that’s as similar as possible to other franchises in the network, so you would not normally have all the control you may want.

We have acted for many people who have taken on a franchise, advising them on the terms of their franchise agreement as well as on steps to take before making a commitment, such as checking out the franchisor and speaking to other franchisees.

We have also acted for several franchisors, helping them to set up their network and providing ongoing legal advice and support.

Partnerships

A formal agreement for business partnerships between two or more people is something we always strongly recommend. Without one, disputes may arise that entail lengthy and expensive legal action, and the default regime that the law provides may not be suitable.

An agreement documents the partners’ rights and responsibilities, such as the percentage of the business owned by each one, entitlements to profits and responsibilities for losses, and agreed processes for situations such as if a partner wants to leave or dies.

We will work with you to decide on the best type of partnership agreement and ensure that the document that we draw up covers as many eventualities as possible.

Similar principles will apply if you operate as a Limited Liability Partnership (LLP) and have an LLP agreement.

Shareholders agreements

Shareholders agreements concern shareholders in a limited company. They should be detailed and comprehensive, covering factors such as how the company is to be financed, how it is to be managed, shareholders’ personal rights and obligations, and what happens if somebody wishes to leave.

We always recommend having agreements of this kind in place as early as possible. Without one, in the event of a dispute or a change of personal circumstances, shareholders have to rely on their rights under the general law, which can be quite difficult and expensive to enforce – especially in the case of minority shareholders.

Unless you deal wholly in cash and/or credit cards, for example if you have a shop, we recommend that you have clearly set out terms of business or conditions of sale/purchase. This forms a contract with your customers or suppliers for the goods or services that you supply or purchase.

Taking particular care with terms and conditions is vital if you deal with members of the public or consumers and if you sell goods or provide services to them other than face to face, such as through a website. In these situations, consumers have specific legal rights that must be taken into account.

You may also find that your suppliers have their own terms of business that they want you to accept before they supply you with goods or services. These need to be checked carefully. For longer-term supply arrangements, more formal agreements may be necessary.

We will advise you on all the issues that should be addressed and checked, guide you through the process and help you avoid the pitfalls.

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