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Start-ups and company formations
Most business owners want to make a flying start and the reassurance that the basic building blocks have been constructed.
Our corporate lawyers can recommend good formation agents if you seek a basic company set up or carry it out on your behalf, helping you to complete and submit your application forms to Companies House, right through to successful incorporation. Once there, you will be pointed in the right direction on all areas of business risk, including shareholder agreements, bespoke articles of association, employment contracts, property leases and basic trading terms of business.
You could also be a business seeking to enter the UK or European market – we can help you make those challenging first steps and support you on your journey.
Articles of association and shareholder arrangements
Do you want to be able to pay differential dividends to shareholders or give shareholders different rights? How do you evaluate whether a shareholder keep his shares if he leaves employment and joins a competitor? Can the shareholders freely transfer their shares to anyone at any price and should the directors have authority to dilute your shareholding?
Being a shareholder, company owner or partner in a successful business can be an enviable position. But it also brings with it a range of challenges, from wanting the business to be successful to ensuring that you enjoy your fair share of the returns.
Are you worried about the possibility of deadlock arising between the shareholders or the Board or perhaps need a facilitator to help your board or shareholders to communicate and reach agreement? Key issues in a shareholder agreement can include overall business strategy, how management decisions are taken and who has responsibility in different areas.
Do you want to ensure that minority shareholders can’t block a sale of the company or blackmail the majority when seeking a sale? Perhaps you are a minority who wants to protect his investment? The articles of association or shareholders’ agreement can also govern how the company is controlled, such as what voting rights shareholders have and how directors take decisions.
Have you taken on new senior employees who you want to incentivise with equity in the future value they create, but you don’t want them to share in the historic value you’ve built up in the past? Are flowering or freezer shares something you’ve heard about? Identifying what you are trying to achieve and anticipating potential problems can help you reach your objectives.
Our team of corporate and commercial lawyers is very experienced in helping companies and shareholders answer these questions and consider the potentially challenging issues ahead by constructing a framework in which the board and shareholders can flourish.
If you are partnering with another business on research and development or are sharing complimentary technologies, products or services to fill a market opportunity, we can provide the legal tools to help you move forwards.
Perhaps you are seeking a local operator to launch a UK or European branch, or subsidiary of your business – whichever venture you are pursuing, our corporate and commercial lawyers will help you to identify, assess and address the risks and legal issues and provide you with the legal documents from which you can achieve success.
Partnerships and LLPs
Partnership and LLP structures are suited to particular types of businesses and can carry attractive tax treatment for their partners. However, unless thought through and documented, most partnerships will automatically confer unlimited liability on all partners and equal sharing of risks and rewards. There will be no processes for managed exits and any one partner can dissolve the partnership at any time.
LLPs offer slightly more protection but still will infer an equal shares basis of sharing profits and capital.
The relationship between partners in a business is like no other and our corporate team of lawyers can help you put in place a workable and pragmatic LLP or partnership agreement.
We’ve been there as partners and LLP members so we understand the benefits and difficulties that can arise and our cross practice team can also help resolve partnership challenges and disputes.