What is the Role of the Company Secretary?
All UK public companies require a company secretary by law, under the Companies Act. Private limited companies however are not required to appoint a company secretary, however the directors may still choose to do so, as there can be many practical benefits to the organisation of having a dedicated individual in this role. Many important […]
Ultimate Guide to Franchising Your Business (Insights!)
Franchising is a strategic expansion model where a business (the franchisor) grants another party (the franchisee) the right to operate a business or sell goods and services using the franchisor’s brand, model, and system. Franchising presents an unparalleled opportunity for business expansion and brand recognition in the United Kingdom, offering a strategic pathway for businesses […]
What is a Private Limited Company? (A Guide!)
A Private Limited Company in the UK is a specific business entity that offers its owners limited liability. This means that the financial responsibility of the company’s members is limited to the value of the shares they hold that have not been paid for. This structure is designed to protect the shareholders’ personal assets, limiting […]
Understanding Insolvency Rules 2016 (A Guide!)
The insolvency Rules 2016, formally known as The Insolvency (England and Wales) Rules 2016, came into effect on 6 April 2017 and represented a significant overhaul of the UK’s insolvency legislation. These rules consolidated and updated the procedural framework governing insolvency processes in England and Wales, replacing the Insolvency Rules 1986 and their numerous amendments. […]
How are Letters of Intent Used?
When in the process of negotiating an asset or share sale, or any other complex commercial transaction, various key documents will need to be drafted, including a letter of intent. In this guide, we explain what letters of intent are, how they are used and the legal considerations involved. What is letter of intent? […]
How to Remove a Shareholder from a Limited Company
A shareholder of a limited company can choose to leave that company whenever they wish and for whatever reason; this may be down to a desire to re-invest their money in a different business or because they no longer wish to be associated with that company. A shareholder may also be removed in the event […]
Shareholder Rights in the UK
When a shareholder invests money into a company, they obtain certain rights as a result. Generally, the more money invested, the more rights that shareholder has. Shareholder rights in the UK are dictated by the Companies Act 2006, the company’s Articles of Association, the terms of issue of shares, and any shareholders’ agreement. What are […]
Distribution Agreement: How Do They Work?
Distribution agreements are used between distributors and manufacturers to provide certainty and clarity within the commercial relationship. In this guide, we explain what an effective distribution agreement should include and consider the key areas of risk to be mitigated when drafting and relying on a distribution agreement. What is a distribution agreement? A distribution agreement is […]
LLP vs Ltd: Differences Explained
LLPs and Limited companies are common types of business structures in the UK. Both are used to limit liability while offering flexibility, but there are also notable differences between the two. In this guide, we set out the key considerations of the LLP vs Ltd company structures to help determine which you should adopt for […]
Rules For Dissolving a Company
There are many reasons why a company could be dissolved. There may be a dispute between the shareholders and directors, there may be succession issues following the death of the business owner, or the business may simply have run its course or perhaps never achieved the desired success. Whatever the reason, the process to close […]
What Does Limited Liability Mean?
When setting up a company, it’s important to understand how different types of business structure work. Factors such as the business owners’ exposure to financial risk will require careful consideration when deciding which type of company structure is most suitable. In this guide, we focus on limited liability structure. We explain the meaning of ‘limited […]
What is a Material Breach of Contract?
Contract law is a body of law which regulates the making and enforcing of contractually binding agreements, where understanding how the law operates, including the different types of breaches of contract and the remedies that can flow from these breaches, can be useful, not least for those involved in or responsible for running their own […]
Fundamental Breach of Contract Guide
Breach of contract disputes are commonplace, not least within a commercial context, where businesses are dealing with contractual agreements on a daily basis. Where a breach is especially serious, such that the innocent party feels forced to bring the contract to an end, it is important for the parties involved not only to understand the […]
Anticipatory Breach of Contract: Practical Guide
It’s a commercial reality that sometimes contracts go unfulfilled. Whether due to an intentional breach of contract or circumstances beyond the control of the breaching party, the terms of the contract are either not met in full, or at all, and the agreement is broken. There can also be occasions where one party to a contract […]
Can Directors Sell Company Assets Without Shareholder Approval?
When disposing of company assets, there are specific statutory provisions in place which mean that shareholder approval must first be obtained in certain circumstances. The following article provides a detailed response to the commonly asked question: ‘Can directors sell company assets without shareholder approval?’. Can directors sell company assets without shareholder approval? There are many […]
Model Articles for Private Companies
The Model articles are the default set of articles for UK limited companies incorporated on or after 1 October 2009. In this guide, we look at what Articles of Association and Model Articles are, as required when setting up a new company under UK law. What are Articles of Association? Articles of Association are a […]
Repudiation of Contract
Sometimes, the parties to a contract do not always perform their contractual obligations in the way they agreed. This can lead to a breakdown in relations between the parties and ultimately it can mean the end of the contract. Repudiation of contract is a serious breach of contract, which gives the innocent, or aggrieved, party […]
Person with Significant Control (PSC) Explained
Companies and limited liability partnerships must comply with certain PSC requirements, by identifying individuals who own or control the company, who are referred to as People with Significant Control (PSCs). In this guide, explain how to identify PSCs and the PSC compliance obligations, as well as the consequences of non-compliance and what happens if a […]
What is a Disclosure Letter?
Disclosure is a key stage in a company merger and acquisition, or a company share or asset sale. It is the process by which all important information about the company is disclosed by the seller to the buyer before completion. It is in both the seller’s and the buyer’s best interests for full and frank […]
Joint Venture Agreement: Guide for Businesses
A joint venture agreement is an ideal solution for a business initiative between two or more parties, potentially ensuring the success of that prospect more quickly and easily than if those businesses were doing it alone. Such an arrangement allows the parties to pool resources and finances together, and if executed and carried out correctly, […]