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Company Law - Company Matters

Areas of General Commercial Work

 
Incorporation of Companies
The purchases of Companies off the shelf or the creation of bespoke Companies on your behalf.

Click on the following link to view the information sheet on Incorporation of Companies.
Click on the following link to view the information sheet on LLP Incorporation.

 
Share Structures
The creation or alteration of share structures within your Company to suit your requirements. This may include shares with limited voting rights, dividend only shares, non voting preference shares etc. For example, you may wish to have a class of shares to be held by your wife/husband or children so that dividends can be paid direct to them and take advantage of their tax allowances. You may also wish to create a class of shares to distinguish between working shareholders and investor shareholders or indeed create an employee share scheme.

 

Shareholders Agreements
Shareholders Agreements are there to regulate the relationship between the shareholders. This can involve circumstances when shares either can be or must be sold or transferred and can include management provisions to offer protection to investor shareholders. For example if you have employees working within your business who are also shareholders you may wish to ensure that if they leave the employment of the Company they have to sell their shares back to the existing shareholders. Also, you might want to include provisions that control the hiring and firing of staff, who the Company’s bank accounts will be held with and who can sign cheques, etc.


Click on the following link to view the information sheet on Shareholders Agreements.


 
Bespoke Memorandum and articles of Association
As an alternative to including provisions in a shareholders agreement you may wish to include certain provisions within the Memorandum and Articles of Association. These control and regulate how the Company works on a day to day basis and can be altered to suit your particular requirements.

 
Allotments and Increases in Authorised Share Capital
You may have originally incorporated your Company with 100 £1 shares but now need to raise finance by increasing the authorised share capital. We can prepare all the appropriate forms and resolutions that are required.

 
Company buy backs
There are very limited circumstances in which a Company can buy back its own shares. It is important to get the documentation right. We can advise either the Company or the Vendor in respect of the Company buying back its own shares including preparing the appropriate resolutions and documentation.

 
Directors and Shareholders Disputes
Hopefully you will avoid an extensive dispute between shareholders by having a Shareholders Agreement. If however you do not have an agreement and a dispute arises we can advise Directors and/or Shareholders in respect of the dispute and the running of the Company in an attempt to avoid litigation.

 

Share Schemes

Employee share schemes (often called share options) give your employees the opportunity to contribute to and benefit from the company's success. Share schemes may help increase competitiveness and productivity and can also bring tax advantages. There is a common misconception that share schemes are suitable only for larger, quoted companies. In fact, smaller companies can also make use of the schemes to reward their employees. Employee share schemes can be used to attract, retain and reward key staff, particularly where it is difficult to meet salary expectations. We advise on a wide range of share schemes and incentives including:-

  • EMI share options schemes
  • Share incentive plans
  • Unapproved share options schemes
  • Share purchase plans; and
  • Phantom share schemes

 

Company Secretarial services

You may be aware that the post of Company Secretary is now optional for Private Limited Companies. However, the compliance obligations such as filing information at Companies House and maintaining the company's statutory registers will still need to be carried out. In order to spend more time on your business and less dealing with routine adminstrative matters, why not let us help you? We can provide you with a full compliance service. Full details are available

 

 
Information Sheets
We have prepared the following information sheets (in Adobe Acrobat .pdf format) that can be downloaded by clicking on the title.
 
 
 
 
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