Corporate

I want to buy a business, how do I buy a business?

Buying a business is a big decision and the golden rule is BUYER BEWARE!

It is important to ensure that you put in place the right structure – buying the assets and goodwill has its benefits but it also has downsides too. Buying the shares can have tax efficiencies but risk can be greater because you take the good with the bad.

The key as a Buyer is to minimise the risk.

We come along side you to help you ask the right questions, obtain assurances from the Seller, and make sure you have a mechanism to deal with the unknown factors.

I want to sell my business, how do I make sure I am protected?

The Buyer takes on a lot of risk when buying a business and so they want to place a lot of that burden on you. It is important to make sure that the risk you accept is reasonable – the buyer is getting what you are selling.

The key as a Seller is to ensure that the Buyer takes responsibility for reviewing what they are buying and responsibility for the decisions they are making.

We come along side you to help you answer the Buyer’s questions, give only the assurances that are necessary and ensure that your liability is ascertainable so you know what you may be responsible for.

How do our two businesses work together?

There are two main ways that organisations can work together – through partnerships or via a joint venture. Deciding which would be best for you depends on how you currently do business, what both parties are putting into the relationship, how long the project is likely to last and what happens at the end. We can come alongside you to help determine the best vehicle and draft the supporting documentation.

We need a Partnership Agreement

It’s important for partners to have a partnership agreement in place. Without one your partnership is governed by law from the 1800s which might not suit what you want to achieve. Like a shareholders agreement for a company, it is like a pre-nuptial agreement – it sets out what should happen if things go wrong. It also sets out how decisions are made, how the partnership could be expanded and developed and we can come alongside you to develop a partnership agreement that suits you.

How do I get out of my partnership?

You have a partnership agreement, this should set out a default exit strategy. If you do not have a partnership agreement then the Partnership Act 1890 will govern your exit strategy but this might not be what you want. We can come alongside you to help either implement or negotiate an exit strategy and advise you on your end position.

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How do we get rid of a Shareholder?

Shareholders have rights which are either governed by the Companies Act 2006, a shareholders agreement or the articles of association.

Parting ways with shareholders is a bit like a divorce. Having a shareholders agreement or tailoring your articles of association is like having a pre-nuptial agreement and can help ease the parting of the ways providing for time scales, valuation of assets and when money has to be paid to ease the financial burden on the other shareholders or the company.

But what if we don’t have a Shareholders Agreement?

The difficulty always comes when you do not have a shareholders agreement and/or the articles of association are silent on the exit of a shareholder.

We come alongside you to advise on the procedural dos and don’t and the right strategy to make the parting of ways as painless as possible.

I am being treated unfairly as a Shareholder, what can I do?

As a shareholder you have rights – these may be set out in the Companies Act 2006, a shareholders agreement or the articles of association.

Whether you want to try and resolve matters or look to part ways we come along side you to advise on the procedural dos and don’ts, what you may expect from your fellow shareholders or the company and the best strategy to achieve your desired outcome.

Removing a Director

How do we remove a Director?

When business relationships go wrong dealing with the consequences can be difficult – from protecting the bank account, to removing someone from the business.

Very often a director will also be an employee and may also be a shareholder – so there is cross over between company and employment law and the director will have rights under both which can make their removal difficult.

We come along side you with our expertise in both areas to help you navigate these difficulties and minimise the risk of making the consequences worse for you and the business.

Shareholder Agreements

Why do I need a Shareholders Agreement?

A shareholders agreement is a private contract between the shareholders and often the company under which it is agreed what decisions can be made and by whom.

You can also think of a shareholders agreement like a prenuptial agreement – it can set out what happens if the shareholders fall out, want to retire, die, commit any wrongdoings and need to be removed or what happens if you want to add a new shareholder or sell to a third party.

Shareholders agreements work along side the company’s articles of association to form the rule book governing how the company is run.

We come along side you to help you craft a shareholders agreement that is tailored to suit the unique needs of your company and plan for the future.

Employee Share Schemes

How can I reward my employees?  What is an Employee Share Scheme

Giving employees shares or the opportunity to buy shares in your company can be a great incentive. There are several schemes that have been approved by HMRC. They can be complicated to set up and you need to ensure that you choose the right scheme in order to stay within the HMRC rules.

We come alongside you to help simplify the complications and establish the legal framework for you to use to encourage performance amongst your workforce.

What happens if I die?

Many of us think about what will happen to our families and loved ones and what will happen to our money when we die, but forget about the practicalities of who will run our business, who will make the decisions, who will make sure the orders go out the door and the employees get paid.

What would happen to my business if I get sick?

We come alongside you to advise on the best course for protection of your business so it can continue to function whilst your affairs are being sorted out. This might be a mechanism to sell your share of the business so you have the money you or your family needs or it might be a mechanism to appoint someone to make decisions temporarily on your behalf.

Restructuring my business

How do I make changes in my business?

Changes can be made in a number of ways and often this involves the employees. It might not be redundancies but it might be changing job roles or lines of accountability and responsibility.

The changes might also be in relation to the structure of the business whether it is becoming a limited company having been a sole trader or partnership, or it is reorganising shareholdings, reorganising capital and assets.

Whatever changes you are planning to make we can come alongside you and advise on both the legal and practical implications and how best to communicate them, where appropriate, to staff to cause the minimum disruption possible.

Making my business Tax Efficient

How can I save tax?

Businesses have to pay all sorts of taxes, but the key is ensuring you are paying the right amount of tax and claiming those business reliefs that are applicable to you. We work along side expert tax advisors to help you organise your business in such a way to ensure that you can maximise tax efficiency.

How do I set up a Business?  How do I set up a Company?

Setting up a business can be a scary thing, with lots of red tape and unknown requirements, but it does not have to be. We can come alongside you in your new venture to advise on the best structure, the types of agreements you might need in place to get you started and the practical things you might need to consider when deciding how to move forward with your plan.

I want to Franchise my Business, how do I do this?

Franchising your business can be a good way of expanding without having to directly manage.

The key is ensuring you can set out how you want your business run in an easy to follow guide so that your franchisee can pick it up and run with it, growing your brand and reputation.

We come alongside you to assist with the guide and set out the ground rules for your franchisee so you obtain the benefits, protect your brand and business and have a mechanism for dealing with matters if they were to go wrong.