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, […]
What Are Warranties And Indemnities?
Warranties and indemnities are key contractual mechanisms in any complex or high value commercial transaction, especially in the context of sale and purchase agreements (SPAs). The following guide outlines the use of warranties and indemnities in SPAs, comparing the key differences and examining how these types of clauses can be enforced through the courts. We […]
Share Purchase Agreements Explained
A share purchase agreement (SPA) is a formal agreement, or contract, that sets out the terms and conditions relating to the sale and purchase of shares in a company. A SPA is designed to transfer and assign shares of stock to the buyer, and therefore part or complete ownership. The share purchase agreement represents the […]
UK Takeover Code
The conduct of takeovers and mergers of UK public companies — and, in certain cases, private companies — is regulated by the City Code on Takeovers and Mergers (the ‘Takeover Code’). Issued and administered by the Panel on Takeovers and Mergers (the ‘Panel’), the Takeover Code or City Code embodies the principles and rules in […]
Sale and Purchase Agreement
Sale and purchase agreements are crucial documents when it comes to selling a company or company stock, or any other high value business assets. Ensuring that the agreement reflects and protects your business interests, as either a buyer or seller, is paramount to a smooth and successful outcome. Below we look at what these types […]
Heads of Terms Agreement
When selling or buying a business or corporate entity, or entering into any other complex sales transaction, the sale process will typically involve several stages, including preparation of agreed Heads of Terms. In this guide, we explain what a Heads of Terms Agreement is, and when and why these types of agreements are used. We […]