In business we understand that very often time is money and therefore we look to work sympathetically to that fact, moving you through the legal process as smoothly as possible.
We can provide specialist advice on all commercial matters including business set ups, company formations, charities, business restructures and business sales and purchases. We can also handle all aspects involved in the buying, selling, financing or leasing of commercial property.
Whether you are a sole trader, in partnership with someone else or a company structure, we can act for you, giving you bespoke advice for your unique business needs.
Please contact us if you require any further advice, even if you are just thinking about starting out in a new venture, we would be pleased to be part of helping you to start your enterprise.
Business start-ups and advice
Starting out in business or expanding into a new venture can sometimes be daunting and time consuming and we therefore aim to deliver an efficient legal service with clarity on both the process and the costs.
If you are setting up in business then there are three options you might want to consider as a way of trading.
- Sole Trader
- Limited Company
We can give you advice on the necessary legal requirements involved in setting up your business.
Starting out in business will often necessitate you dealing with all sorts of related business professionals such as banks, building societies, accountants, surveyors and not least of all H M Revenue & Customs, we can liaise with these on your behalf wherever necessary.
Choosing the right trading vehicle will depend on your unique circumstances and you should ensure therefore that you receive an expert legal advice which takes account of all your current and possible future business needs.
A company has a separate legal identity, the detail of the company is set out in a document known as the Memorandum and Articles of Association.
To form a company you will need to
- Choose a name
- Choose someone to act as a Director
- Decide the specific powers the Director/s will have in order to run the business
- Register the company with Companies House
- Decide on the share allocation.
The company is run by its Directors. The profits of the company are paid to the shareholders of that company, the number of shares a company has will be set out in the company’s Statutory Books. A company’s Directors are responsible for the company’s liabilities subject to any limitations set out in the Articles of Association.
Annual accounts will need to be submitted to Companies House.
Ending a company
This is usually referred to as dissolution or winding up. The company dissolution is registered at Companies House and the Revenue will need to be informed.
If you are intending to set up in business with another person/s then you can do so as a Partnership.
Although a written Partnership Agreement isn’t strictly necessary for you to start trading as a Partnership it is advisable one is in place to ensure you have clarity and certainty for all your current and future business needs.
The Partnership Agreement will set out the Partners details, the profit divisions and the administrative detail. You can also provide for the happening of specific events within the Partnership Agreement for example, the death or retirement of a business partner. Having made express provision for a specific future event can ensure the smooth and uninterrupted running of your business should life take the unexpected twists and turns!
Restructuring is a business term for reorganising. A restructure will happen when a business wants to reorganise its current structure in order to become more profitable and effective.
A restructure can be of any part of the business, it could be a restructure in ownership or a restructure of its finances.
Expert legal and financial advice are vital to a restructure, the transition to the new may well involve financing debt, selling parts of the business to investors or reorganising or reducing operations.
Sales, Purchases and Mortgages of Commercial Property
Whether you are buying a large building, a plot of land for developing or leasing a small office space, you should always seek legal advice.
Identifying rights and obligations which might be attached to a building or land which you purchase or lease is essential as failure to do so could result in serious financial consequences.
Obligations and restrictions affecting land and buildings are not always obvious from sight, a thorough scrutiny of the lease or purchase documentation should be carried out by a legally qualified expert.
Covenants and conditions which affect the property may restrict how you can use it and therefore it is vital these are checked before you proceed.
If you require mortgage finance then the mortgage company will also need to be satisfied that the property is worthy of the loan and they will therefore make the mortgage offer subject to certain conditions, funds will not be released until a mortgage company is satisfied that the property is legally sound. Securing mortgage finance will require a thorough investigation of the property.
Leases, Tenancies and Landlord & Tenant
Leases and Tenancies are used to devolve property ownership to another for a specific period of time. The landlord can retain some control over a tenant’s occupation/ownership by placing conditions and restrictions in the Lease or Tenancy Agreement.
Tenancies are usually for a short period of time, 12 months or less, whereas Leases are usually longer. The Lease or Tenancy Agreement will set out the rent payable and any specific rights or restrictions of the occupation/ownership.
Leases are used to grant a longer period of ownership/occupation to a tenant. The Lease will set out the details of the rent payable and the rights and restrictions placed on the tenant’s ownership/occupation. The Lease may contain a break clause, allowing the tenant a release from the Lease obligations before the full Lease term has expired.
A Lease for less than 7 years has to be notified at the Land Registry too, whereas a Lease for more than 7 years has to be registered at the Land Registry.
It is very important you seek legal advice before entering into a Lease or Tenancy Agreement as there can be onerous conditions and long term financial consequences.
Shared ownership allows a housing association to sell a share in their housing stock. The most common scheme allows you as the purchaser to buy just a percentage of the property say 50% with a view to purchasing more at a later date, this later purchase of more is known as staircasing. This scheme can be helpful if you would like to become a homeowner but for financial reasons find it difficult to do so. Purchasing just a share in the property makes you a part owner of the property along with the Housing Association. You will pay a rent for the part that remains within the ownership of the Housing Association.
The Shared ownership scheme extends to commercial property too.
We have experience at all stages of shared ownership transactions and subsequent staircasing.
Acquisitions and Mergers
This deals with the purchasing and joining of different businesses.
An acquisition is the purchase of one business by another, the purchase need not be of the whole, it can be the purchase of a majority. The control of the acquired business lies with the purchaser but to the outside world the acquired business retains its pre-acquired identity. An acquisition can sometimes be known as a takeover. The two main types of takeover are the sale/purchase of shares and the sale/purchase of the business assets
In a merger two or more businesses merge to become one new legal entity, the former business identities are abandoned and a new one is formed in the merger. Businesses that merge are usually about the same size, the stock from the former business is surrendered and new stock is issued under the new formed business.
Transfer of Shares
This is the process whereby shares are transferred or sold between individuals or companies. The process may be required owing to the sale of a business or the transfer of ownership in a property following a matrimonial split.
It is important to remember in this process that where more than £1,000 is paid for the shares, Stamp Duty at a rate of 0.5% (rounded up the nearest £5) is payable to HMRC. A Stock Transfer Form must also be sent to HMRC along with the payment.
Estate development can be the development of a new build site which consists of many properties, or renovation of an existing property which is then divided into parcels (separate plots) for the sale or lease of the individual parcels.
For example, new housing estates and creation of apartment blocks from a property formerly existing as one unit.
The development will involve many legal issues which must be addressed within the legal process and therefore legal advice and help may be needed from idea stage through to build stage and eventual sale or lease of the individual plots.
A Licence is normally created when a person is granted the right to use a premises without becoming entitled to exclusive possession of it. If the agreement is merely for someone to use the property for a specific purpose without the right to exclude the landlords occupation and control of the property at that time then the agreement will operate to create a Licence.
A Licence does not create any estate or interest in the property to which it relates. It only makes an act lawful which otherwise would be unlawful.
Trading from a commercial property under a Licence should be given serious consideration and the Licence documentation close scrutiny as the owner of property could exercise his right to terminate the agreement at short notice which could obviously have a serious impact on any business venture.