Our company law team advises owner-managed businesses, entrepreneurs, family companies and international clients. We see your company through incorporation, day-to-day governance, the purchase or sale of a company or business, reorganisation and, where appropriate, dissolution.
Company incorporation
- Advising on the right structure, including private limited companies, LLPs and group structures
- Preparing incorporation documents and bespoke articles of association
- Registering the new company at Companies House
- Providing a registered office address at our offices
Directors and shareholders
- Shareholder agreements and articles tailored to the owners’ intentions
- Share transfers, share buy-backs and new share issues
- Non-disclosure agreements
- Directors’ duties and board procedures, and annual filings at Companies House
- Overseas entities: registration and updates on the Register of Overseas Entities, and de-enveloping UK property held through overseas companies (see our articles)
Buying and selling businesses
We act for sellers and buyers of private companies and businesses from first discussions through to completion.
- Share sales and asset sales, and advising on the best structure
- Heads of terms, exclusivity and confidentiality agreements
- Legal due diligence
- Share and asset purchase agreements, warranties, indemnities and disclosure letters
- Price structures, including deferred consideration, earn-outs, completion accounts and locked box mechanisms
- Management buyouts, shareholder exits and the purchase of a retiring owner’s shares
- Seller restrictive covenants and post-completion consultancy arrangements
See our guide: Selling Your Business: How to Maximise Profits.
Business restructuring
- Group reorganisations, including inserting a new holding company and transferring businesses or assets between group companies
- Demergers and separating distinct business activities, for example before a sale
- Share reorganisations: new share classes, bonus issues, share buy-backs and reductions of capital
- Separating property from a trading business, so that the owners can retain it and lease it to a buyer
Customers and suppliers
- Terms and conditions of business
- Contracts for the supply of goods and services, and service level agreements
- Website and e-commerce compliance
Dissolution and winding up
- Board and shareholder resolutions
- Distributions in specie and members’ voluntary liquidations
- Employee notifications, HMRC and Companies House filings
- Striking off
Alan Zeffertt, who has run an SME himself, leads much of this work, with Clive Hyer advising on shareholder and director disputes.