Business / Corporate
The Corporate Team here at Gorvins have a wealth of experience in advising companies and their shareholders on documentation to regulate their dealings with one another.
This usually takes the form of a bespoke set of Articles of Association (essentially the Company’s constitutional documentation which are filed at Companies House and become public record) accompanied by a standalone Shareholders’ Agreement which is personal to the shareholders in the company and is kept private between those shareholders and the company.
The starting point for providing comprehensive, practical and pro-active advice to shareholders is to sit down and understand the current structure and how that structure is envisaged to change going forward.
From there we can discuss we you the various strategies to get from where you are now to where you need to get to and how Articles of Association and Shareholders’ Agreement can assist whilst being both flexible going forward but providing multiple safeguards for the company and shareholders involved, whether those shareholders be two 50/50 shareholders or multiple shareholders holding everything from a majority stake at one end of the scale to a tiny minority interest at the other end.
We can then put pen to paper and prepare, and where applicable negotiate, the relevant documentation both proactively managing the process and delivering comprehensive and easy to understand advice on the documentation concerned and its implications as the matter progresses.
Once everything has been agreed we can attend to getting the documentation signed off and deal with all applicable filing requirements at Companies House.
The law governing Partnerships dates back to 1890 and it is fair to say the world of business and commerce has moved on somewhat since then.
The way the Partnership Act 1890 works is that it sets out a default set of rules that governs all partnerships unless the partners involved have an agreement to the contrary which will often take the form of a “partnership agreement”. The same applies to Limited Liability Partnerships (LLPs) with the Limited Liability Partnerships Act 200 setting out a default set of rules.
Unfortunately some of the default provisions of the Partnership Act 1890 are rather draconian and unhelpful to running a modern business. For example the default position says all partners have an equal entitlement to the partnership profits, regardless of the amount of time or effort they put into the partnership. Another example is that a partner cannot simply retire. Instead, if a partner wants to leave (or dies) the partnership has to be dissolved, assets realised or divided up and a new partnership or business formed by those who wish to carry on the business. This is a time consuming, unhelpful, complicated and expensive process.
The first stage is to understand how partnerships and LLPs work and whether either of those structures is right for you from a legal risk perspective which is often balanced against a tax efficiency perspective.
If you do decide a Partnership or LLP is right for you then it is essential a properly drafted partnership or LLP agreement is drawn up and entered into at the outset. There is significant flexibility to vary the default provisions but this has to be done with expert help and guidance which the Corporate Team here at Gorvins can provide by bringing a wealth of experience (both legal and practical) to the matter in hand.
Once the initial structure has been set up and a suitable partnership or LLP agreement has been drawn up the Corporate Team can provide continued support to advise on matters such as on-going compliance issues, disputes that may arise between the partners, the exit of a partner or the admission of a new partner.
Our aim is to make sure the advice we deliver is comprehensive, practical, proactive and easy to understand whilst guiding you through a transaction that is often vitally important for safeguarding the future of the company concerned.
Contact the Corporate Law team today on 0161 930 5151, e-mail corporateteam@gorvins.com or complete the online form on the right and we will call you back at a time convenient for you.
