It is worth considering whether you should form a company or a limited liability partnership.
If you are working with others, it is wise to consider entering into a shareholders’ agreement or partnership agreement. Such an agreement can be used to regulate decision making within the business, how profits will be shared, and to set out what will happen if one party decides to withdraw from the business and sell their interest. This can help avoid disputes (and related costs) in future.
You should also consider the legal relationship with your customers and the need for terms of business. Are your customers private individuals (consumers) or other businesses? Consumers have enhanced legal rights and you must be careful to avoid unfair contract terms, otherwise they might not be enforceable.
We can manage the incorporation process for a fixed fee. We also offer registered office and company secretarial services.
Do you want to purchase an existing business?
We can manage the legal due diligence process on your behalf, including a review of existing contracts, ownership of assets and potential liabilities. We can prepare a share purchase or asset purchase agreement with appropriate seller warranties. If you are taking a loan to fund the purchase we can help you complete any security arrangements required by your lender to draw down the funds. We can also advise you in relation to the rights of employees of the target business and your obligations under the TUPE Regulations.
Have you decided to sell your business?
We can help you in preparing for the sale, as we know what information a buyer is likely to request.We can also advise on the structure of the sale, for example if you want to retain a property used in the business and let it to the buyer rather than sell. We can advise you on the process of giving warranties and limiting your risk of liability following the sale.
Are you considering a joint venture?
Joint ventures can take many different forms.There can be contractual arrangements or joint venture partnerships or companies. It is important to evaluate and document the proposed structure at the outset, including funding, management, decision making, sharing of profits and terms of exit.
If you require advice or assistance on any of the above please contact Alan Gilfillan.