Corporate Solicitors | Company & Commercial Law

Company law is central to every business

Regardless of your business venture, having an exceptional company lawyer who knows the ins and outs of company and commercial law is imperative.

Whether you are running a start-up or a well-established company, our company law specialists can help your business to grow and develop, giving you the legal support you need to take your business further.

We can also work with you to help your business change and adapt, allowing you to meet the opportunities presented in a competitive business environment.

How Commercial & Company Law can help grow your business

While it is possible to see the terms used interchangeably, commercial and company law do refer to two distinct, but interrelated branches under broader business law.

Within the UK context, commercial law generally refers to ownership within the commercial landscape – such as ownership of properties, businesses, franchises, intellectual properties and the buying and selling of goods and services.

Company law, on the other hand, tends to refer to the regulations set out by the Companies Act 2006. It can often be referred to as ‘corporate law’. It covers the mediation of rights and duties between directors, shareholders, creditors and employers – and where accountability falls for these rights and duties. It also includes financial issues such as shares, capital, dividends and insolvency.

When considered together – along with the various acts, codes and legislation related to each branch of law – both of these fields of law combine to create a legal minefield for budding business owners. To navigate these issues, businesses will turn to solicitors like Foys who are experienced in both commercial law and company law.

Good solicitors won’t just help you navigate legal issues and complications; they will also have a positive effect on your business’ growth and development.

Share Purchase versus Asset Purchase

The two are often confused when acquiring a business. Share Purchase is where you are purchasing the shares in the company from its individual or corporate shareholders whereas an Asset Purchase is a purchase of the assets and the business from the company itself.

The advantages of a Share Purchase are that, in the main, you will not need to renew any commercial contracts, deal with TUPE and there is a continuity of goodwill. Also, if a significant proportion of the purchase price relates to the property in the company, on a Share Purchase you will only pay half a percent of the purchase price by way of Stamp Duty whereas on an Asset Purchase you will be paying significantly more Stamp Duty which could be a substantial cost.

However, the downside of a Share Purchase is that it is more complicated transaction in that as you are buying the company “warts and all” you will need a much higher level of due diligence and build in far greater protections in the Share Purchase Agreement. Under a Business Purchase Agreement, it is unlikely that you will be taking on any creditors or liabilities of the company as they will remain with the company.

The areas of Corporate law that we cover

Corporate Governance for limited companies

As a complicated area of commercial law, acquisitions and disposals must be handled by professionals. This is not just due to the legal considerations, but also the financial and administrative implications of acquiring or disposing of a business. If such an arrangement is not handled by professionals who know what they are doing, then it can lead to severe consequences in the future. Foys’ solicitors have extensive experience when it comes to arranging for the acquisition and disposal of both businesses and shares and will also advise you on your banking arrangements for borrowing. Our team will also be able to advise you on asset and share transactions, personal guarantees and other security for loans. We can assist and advise on all aspects of the filing requirements that you are expected to make at Companies House, such as: Issuing and reclassification of shares, Appointments and removal of Directors, Acquisitions and disposals.

Shareholder and partnership arrangements

We find that by using a solicitor to draw up these Agreements it takes away any feelings of mistrust about going into business with another person. Quite often you will be entering into a business venture with another person. It is important at the very outset for your relationship with your Business Partner to be regulated, whether you are Shareholders in a Limited Company or Partners in Partnership Business. We will lead you through what happens if one party wishes to sell and the other does not or what if one party were to die.

Company Reorganisations

Our commercial law team have helped many companies work through the difficulties that come from reorganising and restructuring a company and we can advise on demergers and hive-ups where you may have a number of operations or places of business. When a company has to reorganise, often to make a business more profitable or in preparation for an exit, it comes with a lot of different legal considerations. There are a number of areas in a company that can be affected by a reorganisation, including employment, tax and redundancy. To prepare and plan for such an undertaking, you need to consult with legal advisors. Rely on Foys for solid commercial and company law advice. When a company has to reorganise, often to make a business more profitable or in preparation for an exit, it comes with a lot of different legal considerations. There are a number of areas in a company that can be affected by a reorganisation, including employment, tax and redundancy. To prepare and plan for such an undertaking, you need to consult with legal advisors.

Transferring sole trader/partnership businesses into a limited company

When companies want to grow from sole trader and partnership to a limited company, then they have to be prepared for many changes to their company’s structure, including administrative, financial and tax-related changes. At Foys, we will advise you on everything that you need to do to make the transition to a limited company as stress-free as possible.

Commercial contracts

Foys’ commercial property experts offer advice and assistance on a broad spectrum of commercial property matters.

Get in touch

Foys has been helping companies to reach this potential for nearly 50 years. So whether you require advice on how to start-up, restructure or expand your business, you can trust us to know the right answers. Get in touch with our company and commercial experts by calling Max Kennedy on 01909 500 511. Max has over 25 years’ experience in corporate and commercial law and is known for his practical and commercial approach to all matters and jargon-free explanations.

Frequently Asked Questions

Do I need Warranties?

Although you will have conducted an exercise in due diligence when buying the company, it is important for the Purchase Agreement to obtain warranties. Warranties are statements of fact put in the agreement so that if it turns out that any of those statements of fact are untrue you will be able to claim back from the seller the loss you have suffered by any statement of fact that proves to be untrue and, accordingly, if you do buy shares in the company or a business any nasty surprises should be covered

I am a Shareholder in a Limited Company. Do I need a Shareholders Agreement?

Even though you may trust your other shareholder or shareholders implicitly it is very advisable to have a Shareholders Agreement which not only regulates the conduct between shareholders and provides that certain matters cannot be done without the consent of the majority of all of the shareholders, a Shareholders Agreement covers the position when a shareholder dies, retires or someone wishes to purchase the company and may be not all the shareholders agree to sell the company. A Shareholders Agreement can provide that if the majority agree to sell then all have to sell and also if an offer is made for the majority of the shares a minority shareholder is not left behind in that the minority shareholder can force his or her shares to be bought as well.

Corporate

Understanding commercial and company law is vital to business success and covers everything from corporate governance for limited companies to commercial contracts.