Company Law Solicitors

Therefore, in this contract, there must be an offer, acceptance, consideration and an intention to create legal relations. As the main consideration is the price of the share, a value, be it monetary or in “sweat equity”, must be placed on the shares within the agreement.

What happens if a shareholder dies? How will their share of the business be dealt with? What if they go through divorce proceedings and their partner gets 50% of their assets? How does the business deal with this ex-partner of the shareholder who might be unwelcomed or hostile?

• The nature and extent of control of the business: who has control and to what extent?
• Appointment and Removal of Share Holders procedures
• Shareholder rights
• Profits/dividends division amongst shareholders
• Purchase and selling of business shares procedures
• Selling of business procedures
• Decision-making procedures
• A dispute resolution procedure
• Board meetings frequency
• Measures to protect the interests of minority shareholders
• Powers of any non-shareholding company directors

Freehold sales and transfers
Mediation is appropriate in some circumstances but not all. You have the option of either going through a mediation service first and if it fails, issue court proceedings or go to court proceedings straight away. Our experienced lawyers will advise you as to the best options for you and your business.

Court action:
If mediation fails, we can issue court proceedings to recover your unpaid debts. The claim is issued online if the money owed is less than £100,000 and owed by no more than two people or two organisations.

• The court can order the money to be paid
• Make an official demand for money you or your business are owed

We can apply for a statutory demand for the money you are owed. If the debtor ignores the statutory demand or cannot repay the money, we can apply to a court to:

• Make the debtor bankrupt – if you are owed £5,000
• Get a company wound up (liquidated) – if you and any other creditors are owed £750 or more.

Each case is unique and different factor determine the length it might take to conclude the sale of a business, such as;

• How long the due diligence process takes
• Complexity of business
• Complexity of negotiations between the parties
• Speed that the parties advisors act

Thus, the sale of a business can take several months to conclude.

• It is one of the first documents prepared for a business sale
• It sets out the main terms agreed upon between the buyer and the seller before Due Diligence commences and the lawyers start contract negotiations and drafting

The heads of terms are usually not intended to be legally binding (except in relation to any confidentiality, exclusivity of negotiations or costs provisions).

• Affordability: the ability of the buyer to afford the purchase of the business, especially when an element of the consideration: the price of purchase, is deferred to a period after completion.
• The liabilities of the business which might affect the sale price,
• Company Structure & Documents: ensure all statutory registers and records are up to date and available; ensure that your business is up to date with its tax affairs and its legal structure is transparent, and the documents accurately reflect this; ensure the shareholding position is clear and documented.
• Employment & Management Team: demonstrate how staff are engaged and classified, their roles are clearly defined and properly documented,
• Intellectual Property: Provide proof that your trademarks, company name, domain name and other forms of intellectual property are properly protected.
• Business Contracts: Inspection of all business contracts.
• Dispute resolution: If possible, resolve all business disputes before parties enter into negotiations.

At Adam Libah Solicitors, we will work with you to minimise the period and scope of those ongoing liabilities. A
business buyer might also wish to underwrite those liabilities by retaining part of the sale price, “the retention
price”, to claim against those liabilities should they arise post-sale.

We can also assist in the minimisation or removal of retention prices to maximise the sale price.

• Establish competitive businesses as the sold business
• Affect the goodwill of the business by taking clients/customers away from the business
• Lure employees away to a competitive new business that they establish
• Infringe on and use the trademarks and intellectual property of the business