Guidance

We believe everyone is entitled to high quality legal advice, so we’ve put together some free guides on key areas of corporate and commercial law. Just select the topic you want to explore.

COMPANY FORMATION GUIDE
This guide concerns the formation of companies in the United Kingdom.

ABOUT COMPANIES

General information about companies and the benefits of Limited Liability.
Read More

TYPES OF COMPANY

Should you form a Private or Public company, Limited by Shares or Guarantee?
Read More

WHY LEGAL CLARITY?

Why you should form a company with Legal Clarity.
Read More

SOLE TRADER

Should you operate as a sole trader or limited company?
Read More

COMPANY REGISTERS

A company’s obligation to maintain statutory registers.
Read More

AFTER FORMATION

Points to consider once your company has been formed.
Read More

OUR SERVICE FAQS

Commonly asked questions about our formation service.
Read More

COMPANY NAME

Rules to consider when choosing a company name
Read more

SHAREHOLDERS AGREEMENT GUIDE
This guide is written for individuals who are thinking of entering into a shareholders agreement in respect of a UK registered company.

INTRODUCTION

What is a Shareholders Agreement and what are they for?
Read more

 
DO I NEED ONE?

Should the shareholders of your company enter into an agreement?
Read more

What does a Shareholders Agreement Contain?
Shareholders agreements set-out detailed and practical rules relating to the company and its shareholders. Each of the following sections outlines a key area that may be covered by a shareholders agreement.

 
SALE OF SHARES

Regulating the sale and transfer of shares in the company.
Read more

 
RUNNING THE COMPANY

Appointing and removing directors and running the business.
Read more

 
VETO RIGHTS

Important decisions to which all shareholders must agree.
Read more

 
COMPANY FINANCE

Loans, guarantees, salary, dividends and company accounts.
Read more

 
COMPANY PROTECTION

Protecting the shareholders’ investment in the company.
Read more

PARTNERSHIP AGREEMENT GUIDE
This guide is written for individuals who are thinking of entering into a partnership agreement in respect of a business operating and/or trading in England and/or Wales.

INTRODUCTION

What is a Partnership Agreement and what are they for?
Read more

 
DO I NEED ONE?

Should the partners in your business enter into an agreement?
Read more

 
RUNNING THE PARTNERSHIP BUSINESS

Who can be a partner and running the business.
Read more

 
PARTNERSHIP FINANCE

Capital, property, drawings, profit distribution and partnership accounts.
Read more

 
PARTNERSHIP DECISIONS

Restrictions on a single partner and important decisions to which all or a specified majority of partners must agree.
Read more

 
EXITING THE PARTNERSHIP

How to exit the partnership and regulating repayment of partners capital on exit.
Read more

 
PROTECTION OF PARTNERS

Protecting the partners’ investment in the business.
Read more

 
DISSOLUTION / WINDING UP

Bringing the whole partnership to a formal close.
Read more

REDUCTION OF SHARE CAPITAL GUIDE
INTRODUCTION

What is a reduction of share capital?
Read more

 
WHY REDUCE CAPITAL

What is the effect of a reduction?
Read more

 
PRELIMINARY CONSIDERATIONS

Additional matters to consider in relation to a proposed reduction.
Read more

 
SOLVENCY STATEMENT

The form and contents of a directors’ Solvency Statement.
Read more

 
PROCEDURAL OUTLINE

A summary of the procedure for the Solvency Statement route.
Read more

 
COURT CONFIRMATION

A summary of the procedure for the court approval route.
Read more

 
REDUCTION TIMINGS?

When does a reduction in share capital take effect?
Read more

LLP AGREEMENT GUIDE
This guide discusses limited liability partnerships incorporated in the UK. Click on one of the boxes below for further information.

What does a LLP Agreement contain?
LLP Agreements set-out detailed and practical rules relating to the LLP’s business and its members. Each of the following sections outlines a key area that may be covered by a LLP agreement.

 
WHAT IS AN LLP?

An introduction to LLPs and their characteristics
Read more

 
WHAT IS AN LLP AGREEMENT?

What is the purpose of an LLP agreement and do you need one?
Read more

 
THE LLP’S BUSINESS

Defining the LLP’s business and the members’ contribution.
Read more

 
LLP DECISION MAKING

How important decisions are made and restrictions on the authority of individual members.
Read more

 
LLP FINANCE, PROFIT AND LOSS

Capital, property, drawings, profit distribution and accounts.
Read more

 
PROTECTING THE LLP’S BUSINESS

Protecting the members’ investment in the business through non-compete and confidentiality obligations.
Read more

 
ADMISSION AND EXIT OF MEMBERS

Rules governing the admission of members and their exit.
Read more

SHARE BUYBACK GUIDE
WHAT IS A SHARE BUYBACK?

A brief outline.
Read more

 
WHY BUYBACK SHARES?

Why do companies buy back their shares?
Read more

 
FUNDING A BUYBACK

What funds can a company use to purchase its own shares?
Read more

 
THE BUYBACK CONTRACT

The contents of the buyback contract and the requirement of shareholder approval.
Read more

 
PRELIMINARY CONSIDERATIONS

Points to consider before effecting a buyback.
Read more

 
SHARE BUYBACK PROCEDURE

A summary of the procedure where shares are purchased out of profits or a fresh issue of shares.
Read more

 
POST BUYBACK

What happens to the purchased shares and steps to be taken after the purchase.
Read more

 

Buyback out of capital
The following two sections detail the additional procedural requirements when purchasing shares out of capital.

 
FUNDING A BUYBACK OUT OF CAPITAL

A summary of the additional procedural requirements.
Read more

 
DIRECTORS’ STATEMENT AUDITORS REPORT

The form and content of the statement and report.
Read more

SOLE TRADER TO LIMITED COMPANY BUSINESS TRANSFER AGREEMENT GUIDE
This guide is written for a sole trader who is thinking of transferring his business to a company. Click on one of the boxes below for further information.

INTRODUCTION

What is a Sole Trader to Limited Company Business Transfer Agreement?
Read more

 
DO I NEED ONE?

In what circumstances might I need a Sole Trader to Limited Company Business Transfer Agreement?
Read more

What does a Sole Trader to Limited Company Business Transfer Agreement contain?
Sole Trader to Limited Company Business Transfer Agreements set-out the terms on which the assets of a sole trader’s business will be transferred to a limited company formed by that sole trader.

Each of the following sections outlines a key area that needs to be considered before entering into a Sole Trader to Limited Company Business Transfer Agreement.

 
WHY TRANSFER YOUR BUSINESS?

Why might you want to transfer your sole trader business to a limited company?
Read more

 
PAYING FOR THE BUSINESS TRANSFER

What sum should be paid and how will the price be satisfied?
Read more

 
APPROVALS AND CONSENTS

Which internal and external consents might be necessary to effect the business transfer?
Read more

 
WHAT IS A TRANSFER AGREEMENT?

Read more