Business Structures and Start-Ups

Our solicitors understand how important it is to choose the correct business structure from the outset. We can help advise you on the decision best suited to your individual circumstances.

Building your business the right way

A business structure is legally recognised for conducting commercial activities. It could be a sole-proprietorship, partnership or corporation.

It is important to seek advice as early as possible when considering new business ventures to ensure you protect your interests in preparation for any dispute in the future.

The most appropriate agreement for your latest business venture will be influenced and determined by various financial and legal issues. Furthermore, throughout a project, we will liaise closely with the client and their accountants to ensure that the proposed entity is as efficient as possible from a tax and operational perspective.

Different ways of structuring your business

Ways to structure your business include Sole Traders, Partnerships, Limited Liability Partnerships (LLP), Limited Companies and Public Limited Companies. Being a Sole Trader is the easiest way to start a business. As a Sole Trader, you must register with HM Revenue & Customs within three months of starting up and you’re personally liable for any debts incurred by the business.

Additionally, a Partnership is a business structure set up by two or more people. This involves sharing profits, management, responsibilities, risks and liability.

You must register with Companies House to form a Limited Company. A Limited Company has a separate legal existence and is responsible for its own bank accounts, debts and loan applications. An advantage to this type of company – corporation tax is paid which is more favourable than income tax.

Finally, forming a Limited Liability Partnership is more expensive and complex to set up than a Partnership. Members aren’t responsible for another partner’s debts and are not personally liable for the negligence of another partner.

What to consider when choosing a business structure

When deciding how to structure your business you must consider important factors. For example, the size of your business, tax considerations, liability for debts, regulatory and compliance requirements, industry perception, distribution of profits, the likelihood of selling your business or share down to your children and the need to raise finance and external investment.

Choosing the correct structure from the beginning can eliminate potential disputes in later years. It saves time and money from having to solve these disputes and instead all focus can be on growing the business.

New Business Start-Ups

Starting a new business is exciting, challenging and sometimes terrifying. We can guide you through the process from start to finish and solve any issues and disputes that arise.

The beginning a new business adventure
Whether your business operates as a sole trader, private limited company, partnership or otherwise we can advise on all aspects of the establishment of a new business.

This advice includes:

  • the division and ownership of shares
  • the appointment of directors
  • draft terms and conditions of business

Furthermore, there are important factors to take into account when starting up a business which can be specific to your business. We can advise our clients on shareholder and partnership agreements, choosing premises, contract terms and conditions, handling employees and finances.

We can also deal with the incorporation of limited companies at Companies House and set out protection of intellectual property rights.

There are many important elements to setting up a business so it’s easy to lose track.

Our solicitors can assist you throughout the process to ensure nothing is missed which could put you and your business at risk of legal action being taken against you in the future.

Joint Ventures

Beginning a joint venture can be an exciting time full of new opportunities. Working alongside a partner can bring new positive changes to a business.

Businesses joining forces

A joint venture is a commercial agreement. It allows two or more companies or individuals to work together on a particular business project. Their aim is to co-operate in hopes of achieving a particular objective.

They tend to be short-term arrangements, however, they’re very flexible. You can allocate different responsibilities to each party in relation to their particular strengths. For example, one business partner may excel in marketing and the other in finance. However, if the accurate legal procedures aren’t followed, disputes can occur. 

Our corporate solicitors can provide you with the legal tools you need to move forward with the joint venture. We’ll help you identify and assess risks and legal issues and provide you with the legal documents and knowledge which will allow you to achieve success.

  • We advise a wide range of businesses including large corporates, small to medium-sized enterprises and professional and creative partnerships.
  • Companies may want to enter a joint venture for a number of reasons. This includes business expansion, development of new products and services, property investment and development and access to established markets and distribution channels overseas.
  • A written agreement for a joint venture should be made as soon as possible. This prevents disputes later on. However, if disputes do occur and they escalate the written agreement can be used as evidence.

There are various options when it comes to setting up a joint venture. You could co-operate with another business in a limited and specific way. For example, a small business may have a product they want to sell through a larger company. This means it will be seen by a larger network of people and profits will be higher.

Moreover, if you’re looking for a more flexible option you could set up a separate joint venture business. This may be a new company with the purpose of handling a particular contract. Partners of this joint venture own shares in the company and arrange agreements on its management. Also, common options include business partnerships, limited liability partnerships and merging two businesses.

Finally, an option is to enter a corporate joint venture. This consists of the formation of a new company and the allocation of shares to each business partner. Our solicitors can help advise you on which option best suits your individual circumstances. We’ll take the necessary steps to ensure you get to where you want to be.

There are an array of benefits when starting a joint venture. This includes the strengthening of long-term relationships and collaboration on short-term projects, fast business growth and an increase in productivity leading to greater profits. Additionally, a joint venture can offer access to new markets and networks, sharing of risks and costs with a partner and access to greater resources including staff, technology and finance. Finally, it’s beneficial having partners working together and sharing ideas for purchasing, research and development. It makes the business stronger and more productive.

However, there are risks to joint ventures. Partnering with another business or individual can be a complex and long process which requires effort, taking you away from focusing on the functioning of your business. In addition, it may be difficult for everyone to get on the same page with the objectives of the venture, especially if they’re ambiguous and the partners both have different objectives. Problems can also arise if there is a large difference in expertise, investment or assets brought to the table by both partners and they have different management styles. Furthermore, if partners can’t agree on important factors of the business and fail to bring the important leadership qualities to the business, it can be negatively affected.

It is essential to agree in advance who will run and control the business. Also, who has the entitlement to make certain decisions on behalf of the entire venture. Discussions should also take place surrounding what will happen if one party wants to exit. Additionally, we can help you prepare an agreement to regulate your business relationship and advise on how to structure your business and plan for the future.

This agreement plan should include the structure and objectives of the joint venture, the financial contributions each party will make and whether each party will transfer any assets or employees. Furthermore, you should include ownership of intellectual property which was made by the joint venture and how you will share liabilities, profits and losses and resolve any disputes between partners.

  • Articles of association
  • Shareholders agreements
  • Legal due diligence
  • Corporate and partnership joint ventures
  • Property development agreements
  • Funding
  • Contractual cooperation agreements
  • Service legal agreements
  • Shared services.

Business transfers, acquisitions and disposals

Business transfers, acquisitions and disposals require careful consideration and expert legal guidance. Our lawyers will work with you to help you successfully find the right deal for you.

Helping you embrace new opportunities

Buying or selling a business or its assets can be an exciting but stressful time. It is important to seek the correct advice at the earliest opportunity to ensure appropriate due diligence is carried out and the transaction is as transparent as possible.

Our Company & Commercial team are able to offer advice and support across all aspects of the transaction and, where appropriate, our Employment & HR team will step in to advise on complex employment issues such as TUPE Regulations.

  • Preparation is crucial for any business transfer, acquisition or disposal.
  • Many other parties are involved including advisers and bankers.
  • We are able to provide services on both small and large-scale transactions, working closely with clients to secure retail businesses, hotels and licenced premises, international security firms, technology companies and a variety of other businesses.

Whether you are buying or selling shares, our team will collaborate closely with you and any financial adviser. We’ll ensure you have protection from both a legal and financial position. Additionally, we will guide you through the often complex transactional process. We can also advise on reclassification, consolidation and sub-division of shares.

Making the decision to buy or sell a business is a strategic decision and can be very complex. Therefore, our solicitors will try and simplify the transaction process and ensure the best legal protections are available to you and your business. Furthermore, we can provide you with support and confidence to enable you to make the right decision for your business at the right time.

Corporate Crime

Finding yourself and your business part of a corporate crime investigation can be an alarming and very difficult time.

Defending your individual and business reputation

In recent years the government has put extra pressure on tackling high-level fraud and financial crime and to investigate and enforce misconduct and wrongdoing at a corporate level.

Our corporate crime lawyers can advise in relation to investigations by regulators involving alleged misconduct by professionals including financial advisers, accountants, solicitors and healthcare specialists.

We provide support and advice throughout by attending interviews with the police or regulatory bodies and also linking with specialist counsel if required. Additionally, our solicitors understand the demands placed on a business or individual under investigation. Therefore, this is why we provide commercially focused, discreet and strategic advice and representation.

  • It’s important to keep up to date with the planning and environmental law committee because they are always posting updates about how the legislation is changing. 
  • While creating a planning application and environmental impact assessment you need to show you can follow the planning and environmental law. You should show you can appreciate the rules and regulations of planning and the environment. 

Help can be provided for both developers and individuals concerned with the environment. As a result, our solicitors are there for you whether you’re seeking permission for housing and planning developments or protecting the environment and heritage. 

Our expert lawyers can create strategic plans to help you abide by planning and environmental law. We can help developers, landowners, investors, financiers, business owners, private individuals and local planning authorities. 

Our expertise covers a range of tasks including promoting developments and negotiating planning obligations. Also, we can help with minimising legal risks and challenges and helping our clients with planning applications. 

We make the process of receiving and dealing with a planning enforcement order as stress free as possible. 

A planning enforcement order is a document issued by a local council if they feel planning control in their jurisdiction has been breached, it most likely means you’ve failed to adhere to a specific condition of granted planning permission. There are several different types of planning enforcement orders including enforcement notices, as well as stop notices. The Local Planning Authority must have sufficient evidence of a breach to even justify applying to the Magistrate’s Court for a planning enforcement order.  The application for the order must be served on the owner and the occupier of the land and on anyone else who would be materially affected by enforcement action. 

If you receive an Order check what options are available to you and that it is a valid order. Remember the planning enforcement order may be void if the council does not know all the names of the owners and occupiers or if the order is too vague. It could also be invalid if the enforcement notice is inaccurate. Seek advice as to whether you have grounds to appeal the Order, don’t just jump straight in. We will work with you to build as comprehensive and well-structured a case as is possible. An order will only be granted if the court is satisfied that a breach of control has been deliberately concealed. Refraining from informing the authorities does not count. 

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The Kidwells team has the expertise you need.

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