When you're setting up a new business, ensuring there's a clear strategy about what happens to your shares, and who runs the business should anything happen to you or someone in your senior management team, makes perfect business sense.
Our Corporate Will Service ensures there are no nasty surprises should someone die unexpectedly, gets divorced or suffers an accident.
We look at:
- Existing Articles of Association and any Shareholders' Agreements
- Powers of attorney in relation to business and personal financial decision making in the event of incapacity
- General succession planning for the business
- Inheritance tax planning is crucial for business clients contemplating a sale of the business in the short to medium term but also important as part of general wealth planning
- Insurance options to provide cash on the death of an owner to enable a buy back of shares
- Protection in respect of divorce or separation of an owner
- Making/updating Wills
- Review of property ownership
- Trusts & Pensions
Supplier and Customer Contracts
We create tailored terms, agreements and contracts to fit your business and its needs.
- Trading Terms and Conditions - whether you're buying or selling, we work with you to create robust and practical trading terms that protect your business both on and offline.
- Agency - we work closely with principals and agents to draft contracts and offering advice. We advise on all forms of agency jurisdictions across the globe and often advise on the effect of the Commercial Agents Regulations and your liability to pay compensation to an agent.
- Manufacturing, Supply and Distribution Contracts - from quality control to benchmarking, from service levels to warranties, we can help you draft contracts to fit your business model.
- Outsourcing - contracting with third parties to provide business services is becoming more and more common as you benefit from the third party's economies of scale. We can advise on the risks and benefits of outsourcing and draft and negotiate an agreement that will ensure you get what you are paying for.
- Franchising - whether you are the franchisor or the franchisee, we can help your business go from strength to strength. The franchise agreement is vital, and we have helped many well-known brands set up successful franchise models.
- International Contracts - we work with businesses in every continent, helping them comply with their own national laws and the laws applying in the territories where their suppliers and customers are based. Understanding the local culture is as important as knowing the local law, and we can help you make the most of any trading opportunity.
Putting the right ownership agreements in place
If you're in a business partnership but operating without a partnership agreement, you may be putting your business at risk. We can help you draw up an agreement, no matter what line of business you work in:
- Partnerships - governed by an act of Parliament that is over 120 years old, these types of partnership are most exposed to risk and require a comprehensive partnership agreement to protect the partners.
- Limited Liability Partnerships - we can advise on the structure that best suits your business, and help you put an agreement in place that allows the partners to effectively run the business.
- Conversion to LLP Status - this can bring tax benefits as well as limited liability for partners. We can work closely with our property and employment teams, making sure your freehold and leasehold assets are properly dealt with and that your employees' contracts are transferred to the new LLP.
- Limited Partnerships - these are relatively uncommon but are used by investors who don't want to play an active part in the management of their investment. Thanks to our expertise in the financial investment sector, we know how to draft and manage an agreement for you.
- Partnership Disputes - our team will help to resolve any dispute quickly, cost-effectively and amicably.
Sorting out your shareholder agreements in the early stages of your business is time well spent. Without agreed documents in place you might have ex-employees walking away with shares, shareholders with a small shareholding blocking decisions, or in the worst case scenario, a company that cannot be sold however good your actual business.
We can advise you on the broader commercial issues such as taxation and share valuation as well as company law issues.
We can help you with:
- Review, drafting and negotiation of shareholder agreements and documentation
- Minority shareholder protection and share plans
- Post termination restrictions and covenants in shareholder agreements
- Share option schemes and similar incentive arrangements
- Shareholder disputes
- Recovery of shares from existing shareholders
Request for disclosure of information
If you have received a request to disclose information, we can help by advising what information you are and are not legally required to disclose.
Setting up escrows
Escrow is where money or goods are deposited with an independent, trusted, third party, known as an escrow agent, who holds them until the terms of an escrow agreement have been performed. We have a great deal of experience in drafting escrow agreements as well as advising clients on agreements drafted by others.
We can also support clients with software escrow, where the vital software your business uses is held securely by a third party, so if the licensor goes out of business you can obtain the source code and host the software yourself, guaranteeing continued use of the software.
Along with the Articles of Association, a shareholders' agreement sets out the 'internal rules' by which a company is run. Matters such as issuing new shares, selling assets and appointing directors should all be set out in the agreement.
Our Corporate team can support you in drafting all the terms and conditions you need when setting up your business, and as your business grows, ensure they still meet the needs of all your shareholders.
Protecting building/construction projects
Our team members routinely work as part of professional teams, whether as lead advisor or working with other construction disciplines, to provide a comprehensive service to our clients. We are also happy to introduce clients to suitable architects, project managers, quantity surveyors, building surveyors, and civil and structural engineers. In dispute work, we often draw on expert witnesses in those disciplines, alongside other specialists such as delay analysts and barristers.
Cohabitation and Living Together Agreements
Moving in with your partner can be an exciting time, but it is important to remember that couples who live together have hardly any rights compared to married couples or civil partners. This means that if the relationship breaks down, or one partner dies, your assets may not be protected in the way you would like.
With this in mind, if you decide to move in with your partner, it is a good idea to draw up a living together agreement. This agreement records what each party is contributing to the household and can help you sort out the day-to-day workings of living together, as well as enabling you to agree what happens to the house and associated assets if the relationship breaks down.
If you would like to discuss drawing up a living together agreement, please contact our Family team.
Pre-nuptial and post nuptial agreements
Circumstances can change, particularly after a divorce, marriage or inheritance, and you may well want to put an agreement in place on how to split your assets if a new relationship breaks down.
We are experienced in helping clients with pre or post-nuptial agreements, as well as cohabitation and separation agreements.
A creditor can commence bankruptcy proceedings if more than £5000 is owed to them and they have served a statutory demand and received no response.
If you are a director of a company and a bankruptcy order is made against you, you would have to cease acting in that capacity and if you are self-employed your business assets are also at risk. Bankruptcy also affects your ability to obtain credit, and your long term credit rating, as well as your ability to control your assets such as your house and vehicles and potentially your pension.
If you dispute the debt then you need to act fast upon service of the statutory demand or bankruptcy petition and our team are here to assist be it in negotiations with your creditors or defending the proceedings.
If you have been subject to a bankruptcy order and have paid your debts in full and want to annul your bankruptcy from the records then we can provide advice on how to make your application.
Restoring companies to the register
You can apply to Companies House to get your company restored if it was struck off the register and dissolved by the Registrar of Companies. You can apply to do this if you were a director or shareholder, the company was trading until struck off or you didn't voluntarily apply to have your company struck off.
In some instances you will need to apply to the Court for an Order to restore the company to the register and seek the permission of the Crown.
With the experience in both our Litigation and Corporate teams we have your business covered.
Expanding your website to trade internationally
Should you decide to use your UK website to begin trading internationally, it's important to understand the different trading and consumer laws that are operational within different countries. Some countries, for example, require that a website is written in the language of that Country.
We can make sure your website complies in each Country you are trading with, both with regards to terms of business and consumer regulations.
Structuring your business to protect your wealth & assets
We can advise you on how to ring fence certain assets by creating the right structure for your business.
Business succession planning - use of trusts and wills
Business owners are usually keen to protect their businesss interests in terms of how families and preferred beneficiaries will benefit in the longer term, particularly bearing in mind the risk of divorce within the family or possibly, remarriage of a surviving spouse. We can advise on the use of trusts both in your lifetime and in your Will to build up that protection so you feel your assets are protected as far as possible and that all beneficiaries will be looked after in the way that you intend.
Do my assets qualify for APR/BPR?
It may be that your assets qualify for inheritance tax relief and we can advise you about this, or if they don't, how you might be able to re-structure them so that they do. If you own an interest in a primarily trading businesss (as opposed to a primarily investment businesss) then that interest might achieve 100% relief for inheritance tax purposes, depending on how the business is structured. If you own agricultural land/property, then that might also qualify for relief.
There are various tests to satisfy in order for your assets to quality for relief and we can test this for you before lookoing at ways in which inheritance tax planning can help you.
Taking out insurance can be an important part of business succession planning. It may be that family members inherit the deceased's business interest, which may never have been the owner's intention. To prevent this, an insurance policy can be put in place to release a lump sum which pays out to the surviving owners allowing them to buy back the deceased's shares and retain control of the business. For this to happen, the appropriate provisions governing the business must be reviewed, all of which we can help with.
Will my business pass to my spouse when I die?
There is a general misconception that when you die any assets, including your business, will automatically pass on to your spouse or partner.
However, without a valid will, your share of any business would be suject to Intestacy rules and the person who ends up inheriting it, may not be the person you wanted or intended.
To ensure the right person inherits your business interests and that control remains in their hands, it's advisable for all owners to draw up a Corporate Will. This ensures there's a clear strategy about what happens to your shares, and who runs the business should anything happen to you or someone in your senior management team.
Our Private Client team can talk you through all the options.
Asset review and how to protect assets for the next generation
When you've worked hard to build financial security for you and your family, it makes sense to protect it for those times when situations arise that may be beyond your control. Protecting family wealth demands early planning and a close personal relationship with your legal advisors.
Effective inheritance tax planning could save your family hundreds of thousands of pounds. Everyone should make a Will. If you die without one, then your loved ones may face difficulties, and the people you wish to inherit may end up receiving nothing at all. Our team can make the process of drafting a Will as easy as possible, guiding you through any technical or difficult issues and treating everything with sensitivity.
If you are getting married or divorced, or have recently received an inheritance, it's absolutely vital you make or update your Will - particularly if you have children under 18 as you will need to appoint guardians to be responsible for their care should you pass away. Whatever your circumstances we highly recommend reviewing your Will every few years to make sure it's up to date.
If you fall outside of the inheritance tax threshold, we can help you set up a trust in your Will to take advantage of tax exemptions and allowances. A trust could also be useful if you have children from a previous relationship and want to provide for them in your Will.
Our team can also arrange a Deed of Variation, diverting funds from a loved one's estate in order to help with tax planning. Finally, to offer a full package of support we can also put you in touch with independent financial advisors and accountants to advise on your wealth management.
We can work with your existing professional advisors such as accountants, financial advisors, stock brokers, bankers and property specialists or introduce you to trusted advisors in these areas if and when you need them. We can also work with you to review your existing asets to see what protection you currently have in place and then report back to you with any recommendations.
Who runs my company if I die?
If you have made a Will the executors named in your Will have legal responsibility for handling your business interests while your estate is being sorted out. After that, they will transfer the interests to your beneficiaries. You may have insurance in place which pays a lump sum to any co-owners of the business to enable them to buy your shares from your executors.
As you can see, it is very important to make a Will and equally important to make sure that it is up to date and adequately deals with all of these issues.
Our expert Private Client team can assist you with a Corproate Will, reviewing your existing position and suggesting how you might get everything in order to fully protect yourself and your business interests.