Getting Everything Right First Time

We can help you with:

• Setting up a business
• Business Sales and Purchases
• Standard Terms and Conditions of Trading
• Shareholders’ Agreements
• Partnership Agreements
• Directors’ Service Agreements
• Confidentiality Agreements
• Personal Guarantees and Security
• Equipment Leasing

If you are thinking about setting up in business you need to consider whether to do it on your own, in partnership or through a limited company. There are tax implications in this choice and you need advice from an accountant as well as a solicitor. We can point you in the right direction.

In your relationship with other businesses, a well drafted set of standard terms and conditions sets out your obligations and your customers’/clients’ obligations clearly to help avoid dispute in the first place and to make it easier to sort out if it dispute is unavoidable. Perhaps most importantly, if things do go pear-shaped your terms and conditions should put you in the best possible chance of getting paid or getting your goods back or if you are on the receiving end, of restricting or limiting your liability.

You may also need premises. The purchase, sale, mortgage, re-mortgage and letting of offices, shops, warehouses, factories and development land is handled by Ian Holdsworth who is a solicitor and the principal of On Legal. Premises are often leased and most commercial leases are of relatively short duration with no, or only a small, “premium” up front but full market rent usually reviewed on a regular basis in leases running for more than about 3 years.

If you are taking a lease, will it be renewable at the end of the fixed, contractual period? Who will be responsible for insurance and repairs? Are you likely to get landed with a bill for “dilapidations” at the end of the lease? Can rent be increased? Can you end the lease early (“a break clause”) if things do not go as well as expected, or if they go better than expected and you need to move somewhere bigger?

If you are buying a business that operates from leased premises you need to think about the lease issues mentioned above as well as making sure that whoever is selling you the business is not going to set up in competition and steal all your customers, employees and confidential information.

If you are selling a business you have to be careful that you do not make promises and representations that will bite you in the backside later. In fact, before that stage you may want to ensure that discussions and disclosures of information leading up to an agreement remain strictly confidential. If payment for your business is not going to be made in a single lump (fairly common in higher value transactions) you need to take some form of security to ensure that you get paid. You may be liable for capital gains tax and need to have this in the back of your mind. The way the sale is structured can mitigate the tax liability.

If you are in business, or about to go into business, with others we can prepare a partnership or shareholders’ agreement that sets out the arrangement between you clearly and helps to prevent disputes and misunderstandings. The agreement covers things like profit shares, dividends, retirement/death/insolvency of a shareholder or partner and what happens if there is a falling out. If a dispute is unavoidable, a well drafted agreement can provide the mechanism for resolving it and, if all else fails, spell out who is entitled to what in the event of a break up. It can also stop your former partner or fellow shareholder setting up in competition and stealing all your customers, employees and confidential information.

If you do not already have employees, the chances are that you will need them sooner rather than later. If you set up a limited company with others you will almost certainly be directors and you need service contracts. Employment is a complex area of law and one which is changing all the time. A properly drawn employment contract and grievance/disciplinary procedures can save you a lot of heartache and money in the longer term and can prevent co-directors or key employees running off with all your confidential information, customers and fellow employees.