COMPANY FORMATION GUIDE
ABOUT COMPANIES
General information about companies and the benefits of Limited Liability.
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TYPES OF COMPANY
Should you form a Private or Public company, Limited by Shares or Guarantee?
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WHY LEGAL CLARITY?
Why you should form a company with Legal Clarity.
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SOLE TRADER
Should you operate as a sole trader or limited company?
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COMPANY REGISTERS
A company’s obligation to maintain statutory registers.
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AFTER FORMATION
Points to consider once your company has been formed.
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OUR SERVICE FAQS
Commonly asked questions about our formation service.
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COMPANY NAME
Rules to consider when choosing a company name
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SHAREHOLDERS AGREEMENT GUIDE
INTRODUCTION
What is a Shareholders Agreement and what are they for?
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DO I NEED ONE?
Should the shareholders of your company enter into an agreement?
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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.
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RUNNING THE COMPANY
Appointing and removing directors and running the business.
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VETO RIGHTS
Important decisions to which all shareholders must agree.
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COMPANY FINANCE
Loans, guarantees, salary, dividends and company accounts.
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COMPANY PROTECTION
Protecting the shareholders’ investment in the company.
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PARTNERSHIP AGREEMENT GUIDE
INTRODUCTION
What is a Partnership Agreement and what are they for?
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DO I NEED ONE?
Should the partners in your business enter into an agreement?
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RUNNING THE PARTNERSHIP BUSINESS
Who can be a partner and running the business.
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PARTNERSHIP FINANCE
Capital, property, drawings, profit distribution and partnership accounts.
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PARTNERSHIP DECISIONS
Restrictions on a single partner and important decisions to which all or a specified majority of partners must agree.
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EXITING THE PARTNERSHIP
How to exit the partnership and regulating repayment of partners capital on exit.
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PROTECTION OF PARTNERS
Protecting the partners’ investment in the business.
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DISSOLUTION / WINDING UP
Bringing the whole partnership to a formal close.
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REDUCTION OF SHARE CAPITAL GUIDE
INTRODUCTION
What is a reduction of share capital?
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WHY REDUCE CAPITAL
What is the effect of a reduction?
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PRELIMINARY CONSIDERATIONS
Additional matters to consider in relation to a proposed reduction.
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SOLVENCY STATEMENT
The form and contents of a directors’ Solvency Statement.
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PROCEDURAL OUTLINE
A summary of the procedure for the Solvency Statement route.
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COURT CONFIRMATION
A summary of the procedure for the court approval route.
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REDUCTION TIMINGS?
When does a reduction in share capital take effect?
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LLP AGREEMENT GUIDE
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
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WHAT IS AN LLP AGREEMENT?
What is the purpose of an LLP agreement and do you need one?
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THE LLP’S BUSINESS
Defining the LLP’s business and the members’ contribution.
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LLP DECISION MAKING
How important decisions are made and restrictions on the authority of individual members.
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LLP FINANCE, PROFIT AND LOSS
Capital, property, drawings, profit distribution and accounts.
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PROTECTING THE LLP’S BUSINESS
Protecting the members’ investment in the business through non-compete and confidentiality obligations.
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ADMISSION AND EXIT OF MEMBERS
Rules governing the admission of members and their exit.
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SHARE BUYBACK GUIDE
WHAT IS A SHARE BUYBACK?
A brief outline.
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WHY BUYBACK SHARES?
Why do companies buy back their shares?
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FUNDING A BUYBACK
What funds can a company use to purchase its own shares?
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THE BUYBACK CONTRACT
The contents of the buyback contract and the requirement of shareholder approval.
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PRELIMINARY CONSIDERATIONS
Points to consider before effecting a buyback.
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SHARE BUYBACK PROCEDURE
A summary of the procedure where shares are purchased out of profits or a fresh issue of shares.
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POST BUYBACK
What happens to the purchased shares and steps to be taken after the purchase.
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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.
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DIRECTORS’ STATEMENT AUDITORS REPORT
The form and content of the statement and report.
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SOLE TRADER TO LIMITED COMPANY BUSINESS TRANSFER AGREEMENT GUIDE
INTRODUCTION
What is a Sole Trader to Limited Company Business Transfer Agreement?
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DO I NEED ONE?
In what circumstances might I need a Sole Trader to Limited Company Business Transfer Agreement?
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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?
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PAYING FOR THE BUSINESS TRANSFER
What sum should be paid and how will the price be satisfied?
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APPROVALS AND CONSENTS
Which internal and external consents might be necessary to effect the business transfer?
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