Business Owners

Being a business owner regardless of the business size you will require legal support. Obviously, the degree will differ however, it’s wise to consider the future implications if you are wanting to grow your business

If you own an SME seeking business advice and creating strategic strategies will help protect your business and allow it to grow. It is easy to overlook the importance of legal documents such as terms and conditions, shares and joint venture agreements for example but it’s those legal safeguards that could save you thousands in the future. 

Depending on the nature of your business, Attwells would strongly advise you seek business law advice prior to launching or in the early stages of your business being open. 

For large enterprises we would suggest a review of your core legal documents if some time has elapsed since you prepared them. This applies even if a solicitor prepared them as your business needs may have changed along with the your industry or business generally. 

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This page outlines the business law services Attwells Solicitors provide. We offer fixed fees for buying or selling a business and company, in addition to our jargon-free approach to law. 

We can help your business with:

Business Advice and Agreements

Contractual arrangements are the basis of all relationships between suppliers and customers. It may be a one-off high value contract or standard terms and conditions. Either way the small print is critical when arrangements sour and parties look to rely on their legal position.

Our clients are in particular concerned in the estate agency, retail, technology and design sectors.

  • The team offers expert advice on
  • Agency and Distribution Agreement
  • Terms and Conditions
  • Confidentiality and Non-Disclosure Agreements
  • Collaboration and Joint Venture Agreements
  • IT and Telecommunications
  • Data Protection and privacy

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Share Buybacks for Private Companies

A Share Buyback is likely to be used as a means of providing a shareholder with an exit route from the Company, e.g. where they wish to retire or simply wish to leave the Company, or as a way of returning surplus cash the Company may hold back to their shareholders.

Attwells Solicitors has a lot of experience of acting for companies undertaking share buybacks. Attwells Solicitors experience is that a share buyback is often used to enable a shareholder to retire.

Requirements

To undertake a share buyback a private limited company must comply with the Companies Act 2006. Failure to comply with these requirements will result in the buyback being held as void, and both the Company and its officers being held as committing an offence under the Act. This can lead to the Company’s officers being potentially liable to incur an unlimited fine or suffer a prison sentence up to two years or indeed both.

It is therefore prudent that the procedure afforded by the 2006 Act is both understood and followed correctly.

Any limited company can buyback its own shares and the legislation does not require a specific provision to be contained within a Company’s Articles.

However, should a Company’s articles expressly prohibit the right to buyback their own shares then the Articles of Association shall need to be amended before the buyback proposal can be completed.

The Agreement

The terms of the share buyback will normally be incorporated within a Share Buyback Agreement. This Agreement shall be made between the Company and the shareholder(s) who are having their shares bought back and would seek to include the following information:

  • Names of Shareholder(s) seeking to sell their shares back.
  • The number and type of shares being sold.
  • The price being paid for the shares.
  • Whether the shares are to be bought in one single completion, or multiple completions where the total shares are bought back in several tranches on particular dates.

It is important to note that shares being bought back by a Company must be paid for at the time they are purchased.

Financing a Share Buyback

A buyback of shares can be financed in any of the following ways:

  • Distributable Profits - The simplest method to fund a share buyback is by making use of a Company’s distributable profits. It is of course prudent to take the advice of an accountant to assess the finances of a Company to ensure sufficient profits are available before relying on this method of finance.
  • New Issue of Shares - It must be clear that the issue of shares is for the purposes of funding the share buyback. It is recommended that to comply with this it is best to undertake the share buyback within a few months of the new shares being issued.
  • Out of Capital - Given that a buyback from capital could be detrimental to the interests of the Company’s creditors, the law provides for additional requirements to be followed in order for such a buyback to be effective.

Approval

To commence a share buyback the Company must obtain shareholder approval either before the agreement is entered into or after the agreement only where the agreement is conditional upon shareholder consent to the terms being provided.

Unless a company’s articles state otherwise, an ordinary resolution of the shareholders shall be sufficient to approve the buyback. If the payment is being made out of capital then do be aware that a separate special resolution will also be required to approve the method of finance being utilised by the Company.

Once approval has been granted there is no time limit as to when this approval can be exercised by the Company.

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Shareholders and Partnership Agreements

If you are running a business with others then a Shareholders Agreement or Partnership Agreement is a must. A Partnership Agreement is required when you are trading as individuals and a Shareholders Agreement when you are trading through a limited company. The hybrid model of an LLP which is common in professional services requires a Members Agreement.

A Shareholders Agreement is used in tandem with the Articles of Association of the Company to specifically manage the way that Shareholders act and the internal processes and governance of the company.

Shareholder Agreements and Partnership Agreements are particularly important if something were to go wrong with the business or disputes were to arise. At this stage those concerned may be at logger-heads and need to find a resolution to the conflict or exit.

For family run businesses sometimes the thought of formalising family arrangements can feel like overkill or in danger of damaging the “family” culture of the business. However, for these businesses Agreements of this nature are probably even more important. Many business matters may not have been properly discussed or understood and the creation of such an Agreement creates an opportunity for discussion and ensuring that difficult family discussions can be aired.

In a Shareholders Agreement or Partnership Agreement important matters to consider are:

  • How is the business going to be financed?
  • How is the business to be managed?
  • What is the profit distribution policy?
  • Are the parties working towards a specific exit?
  • What will happen to the shares of a party upon death or incapacity?
  • What is the procedure to be upon the transfer of shares? Will these be offered to the other parties first?
  • How is a party’s interest to be valued?
  • What happens if the shareholders cannot agree on a decision?
  • What protection does someone with a minority interest in the business have?

In recent years we are also seeing Shareholders Agreement being used in property joint venture deals where typically because of funding a developer and financier may come together to work on a development project and need an Agreement to define responsibilities and profit distribution. We have particular expertise in this form of joint venture agreement.

Whatever business you are in if you are in business with others it makes sense for you to document what you trying to achieve, how you resolve difficulties and what do you do if you fall out. Too often parties fall out or something unforeseen happens and solicitors are called trying to resolve problems without anything in writing. 

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Administrative Restoration

The process whereby a company struck off the Register at Companies House can be restored without a Court Order being required is called administrative restoration. An individual who was either a director or shareholder at the time the company was dissolved has the opportunity to have their company restored.

This restoration process is of particular importance for dissolved companies who owned property at the time of dissolution. Any such property the dissolved company held will have reverted back to the Crown and is effectively deemed as ownerless (or ‘bona vacantia’). Until the company is restored any sale or transfer of such property will be unable to take place.

Attwells Solicitors experience is that many management companies and other companies holding small property holdings have been subject to strike off and may need help to be restored. In particular this may be an issue where either valuable land was held in the company or the company undertook a function for other valuable property such as landlord. Until the company is resurrected valuable property is lost to its original owner.

Initial Requirements

It is important to note that before an administrative restoration application can be contemplated the company in question must satisfy the following requirements:

  • The application will need to be made by a former director or shareholder within 6 years of the date the company was dissolved.
  • The company must have been struck off involuntarily by the Registrar of companies (e.g. for failure to comply with certain filing requirements such as submission of the annual accounts or confirmation statements on time) and NOT by the directors voluntarily making such a request.
  • The company was trading at the time of the dissolution.

Should all the initial requirements above be met then the application process may commence.

Application Requirements and Fees

The application to the Registrar of Companies needs to be accompanied by all the documentation that would bring the company up to date in terms of legal filing requirements, as well as a suitable ‘bona vacantia’ waiver letter being obtained from the relevant representative for the Crown providing their consent to the restoration application being made.

In addition to an application fee of £100 being made to the Registrar, the following fees will also be applicable to this process:

  • Waiver Letter Fee – this fee will vary dependent on the location of your company’s registered office.
  • Filing Fees – applicable to each document being submitted as part of your application.
  • Late Filing Penalties Fee – this will vary dependent on how overdue each outstanding document was at the time of dissolution.

Once the application has been made the Registrar shall decide whether to restore the company or not. If the application is successful then a letter shall be provided from the Registrar confirming that the company restoration has now taken place.

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Business Acquisitions & Disposals

In the current climate, our clients need legal advisors who can make deals happen.

Our team guides clients through the transaction process from start to finish whether by equity or debt financing.

Our clients cover a broad range of sectors but are predominantly in the property, retail and technology sectors.

For a businessperson an acquisition or disposal of their business is a significant event and it may only happen on one occasion during their business journey, a personal legal service is therefore a must.

At Attwells whether it is an asset sale or purchase or a share sale or purchase Attwells lawyers will carefully and sensitively take you through the process meeting any time critical dates.

This work is undertaken by an ex-City lawyer who has also personally undertaken the process of acquisition and disposal and therefore can ensure the advice is tailored and practical.

As and when required detailed advice in property associated areas of law such as employment, insolvency, property and tax are available from within Attwells or its close working associations with other like-minded firms.

Fixed fees are always available and our lawyers would be delighted to have an initial no charge consultation with you.

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Buying a Business

Acting for the Buyer acquiring the assets of a business

Fixed Fee

  • Under £10,000 of Sale Price - £999 plus VAT
  • £10,000-£50,000 of Sale Price - £1299 plus VAT
  • £50,000-£100,000 of Sale Price - £1999 plus VAT
  • £100,000-£250,0000 of Sale Price - £2999 plus VAT
  • £250,000--£500,000 of Sale Price - £3249 plus VAT
  • £500,000-£750,000 of Sale Price - £4249 plus VAT
  • £750,000- £1m of Sale Price - £5249 VAT
  • £1m above – price on application

If the matter does not proceed to completion then half of the above fee will be due.

In addition to the fixed fee above the following fees may also be payable:

  • Payable in all cases - Bank Transfer Fee (per transfer) - £40 plus VAT
  • Payable in all cases - Electronic Identification Fee (per person) - £10 plus VAT

Included in the service

  • Dealing with issues of confidentiality and disclosure of  information
  • Due diligence
  • Negotiating  the contract for the sale in accordance with the Heads of Terms
  • Dealing with your enquiries of a legal nature with the Seller’s Solicitors
  • Report to you on the terms of the sale
  • Completion of the purchase

What is excluded from the service?

  • Legal advice outside the scope of the service described above
  • Advising and renegotiating the Heads of Terms
  • Tax advice  
  • Accounting or non-legal due diligence
  • Specific advice upon the due diligence ascertained

It does not include the costs of buying premises too. Please click here for more information on legal fees for buying business premises.

Disbursements

None are anticipated.

How long will it take?

Timescales vary and on average it will take 6-8 weeks but it depends upon a number of factors outside of our control. We will endeavour to complete the matter as quickly as possible within your timescales.

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Buying a Company

Acting for the Buyer acquiring the shares in an English company

Fixed Fees

  • Under £50,000 of Sale Price - £1899 plus VAT
  • £50,000-£100,000 of Sale Price - £2599 plus VAT
  • £100,000- £200,000 of Sale Price - £3299 plus VAT
  • £200,000-£400,000 of Sale Price - £4099 plus VAT
  • £400,000-£600,000 of Sale Price - £5799 plus VAT
  • £600,000-£800,000 of Sale Price - £6799 plus VAT
  • £800,000-£1m of Sale Price - £7799 plus VAT
  • £1m above – price on application

If the matter does not proceed to completion then half of the above fee will be due.

  • In addition to the fixed fee above the following fees may also be payable:
  • Payable in all cases - Bank Transfer Fee (per transfer) - £40 plus VAT
  • Payable in all cases - Electronic Identification Fee (per person) - £10 plus VAT
  • If property forms part of the company then searches - £550 plus VAT

Included in the service

  • Dealing with issues of confidentiality and disclosure of  information
  • Due diligence
  • Negotiating  the contract for the sale of the shares with the Buyer’s Solicitors
  • Dealing with your enquiries of a legal nature with the Seller’s Solicitors
  • If property is involved undertaking all the necessary searches.
  • Report to you on the terms of the purchase
  • Completion of the purchase of the shares

What is excluded from the service?

  • Legal advice outside the scope of the service described above
  • Advising and renegotiating the Heads of Terms
  • Tax advice  
  • Accounting or non-legal due diligence
  • Any work in connection with Banks and lenders with regards to lending and security as part of the transaction

Disbursements

If there is a property element then Land Registry Fees of £100.

How long will it take?

Timescales vary and on average it will take 8 weeks but it depends upon a number of factors outside of our control. We will endeavour to complete the matter as quickly as possible within your timescales.

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Selling a Business

Acting for the Seller selling the assets of its business

Fixed Fees

  • Under £10,000 of Sale Price - £949 plus VAT
  • £10,000-£50,000 of Sale Price - £1099 plus VAT
  • £50,000-£100,000 of Sale Price - £1499 plus VAT
  • £100,000-£250,0000 of Sale Price - £2499 plus VAT
  • £250,000--£500,000 of Sale Price - £3149 plus VAT
  • £500,000-£750,000 of Sale Price - £4149 plus VAT
  • £750,000- £1m of Sale Price - £5149 VAT
  • £1m above – price on application

If the matter does not proceed to completion then half of the above fee will be due.

In addition to the fixed fee above the following fees may also be payable:

  • Payable in all cases - Bank Transfer Fee (per transfer) - £40 plus VAT
  • Payable in all cases - Electronic Identification Fee (per person) - £10 plus VAT

Included in the service

  • Dealing with issues of confidentiality and disclosure of  information
  • Due diligence
  • Drafting the contract for the sale of the business in accordance with the Heads of Terms
  • Negotiating  the contract for the sale of the business with the Buyer’s Solicitors
  • Dealing with your enquiries of a legal nature with the Buyer’s Solicitors
  • Report to you on the terms of the sale
  • Completion of the purchase

What is excluded from the service?

  • Legal advice outside the scope of the service described above
  • Advising and renegotiating the Heads of Terms
  • Tax advice  
  • Accounting or non-legal due diligence
  • The transfer of employees and the TUP Regulations
  • It does not include the costs of selling premises too. Please click here for more information on legal fees for selling business premises.

Disbursements

None are anticipated.

How long will it take?

Timescales vary and on average it will take 6-8 weeks but it depends upon a number of factors outside of our control. We will endeavour to complete the matter as quickly as possible within your timescales.

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Selling a Company

Acting for the Seller selling the shares in an English company

Fixed Fees

  • Under £50,000 of Sale Price - £1849 plus VAT
  • £50,000-£100,000 of Sale Price - £2549 plus VAT
  • £100,000- £200,000 of Sale Price - £3249 plus VAT
  • £200,000-£400,000 of Sale Price - £4049 plus VAT
  • £400,000-£600,000 of Sale Price - £5749 plus VAT
  • £600,000-£800,000 of Sale Price - £6749 plus VAT
  • £800,000-£1m of Sale Price - £7749 plus VAT
  • £1m above – price on application

If the matter does not proceed to completion then half of the above fee will be due.

In addition to the fixed fee above the following fees may also be payable:

  • Payable in all cases - Bank Transfer Fee (per transfer) - £40 plus VAT
  • Payable in all cases - Electronic Identification Fee (per person) - £10 plus VAT

Included in the service

  • Dealing with issues of confidentiality and disclosure of  information
  • Due diligence
  • Drafting the contract for the sale of the shares in accordance with the Heads of Terms
  • Negotiating  the contract for the sale of the shares with the Buyer’s Solicitors
  • Dealing with enquiries of a legal nature with the Buyer’s Solicitors
  • Report to you on the terms of the sale
  • Completion of the sale of the shares

What is excluded from the service?

  • Legal advice outside the scope of the service described above
  • Advising and renegotiating the Heads of Terms
  • Tax advice  
  • Accounting or non-legal due diligence
  • Any work in connection with Banks and lenders with regards to the release of security

Disbursements

If there is a property element then Land Registry Fees of £100.

How long will it take?

Timescales vary and on average it will take 8 weeks but it depends upon a number of factors outside of our control. We will endeavour to complete the matter as quickly as possible within your timescales.

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Who will do your work?

All the services featured on our business law page will be undertaken by one of our Commercial Property Solicitors: Nick AttwellMatthew Desborough or Joseph Harrison or our Trainee Solicitors under the supervision of Nick Attwell.

When will I pay?

You will need to pay 50% of the fixed fee on account. The balance of fees and any disbursements will be due on completion.

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