Business Format

Partnership Agreements

If you are carrying on a business with another person or persons with a view to making a profit you are likely to be in a partnership.

In the absence of a written partnership agreement the partners will have no choice other than to rely on the Partnership Act 1890 which is limited in scope and which contains a number of provisions which may be contrary to the wishes of the partners.

A properly drafted partnership agreement can avoid such uncertainties and can be used to regulate the relationship between the partners by dealing with a number of issues such as partners’ duties, restrictions on the partners, drawings, financial input and a mechanism for dealing with the death and retirement of a partner.

Do not despair if you have failed to enter into a properly drafted partnership agreement. Our commercial team is also able to advise on partnership disputes and settlement agreements.

Limited Liability Partnerships

This seeks to offer its members the protection of limited liability and the informality and flexibility of a partnership by creating a hybrid between a limited liability company and a partnership under the Partnership Act 1890.

Limited Liability Company

The big advantage of a limited liability company is the limited liability it allows its members and the directors (if acting honestly) as the company is recognised as having a separate legal identity from those who formed and manage it. You may wish to consider converting to a limited company even if you are currently trading as a sole trader or in a partnership.

Company Formation

Forming a limited company with Brownings Solicitors could not be easier! All you have to do is contact us by telephoning or emailing us on the contact details provided.

Shareholder Agreements

Whilst the company’s Memorandum and Articles of Association seek to set out the company’s objects and regulate its internal affairs the shareholders may wish to regulate other aspects of their relationship in a private document.

A Shareholders Agreement may include a dividend policy, triggers such as death and retirement which may require the deceased or retiring shareholder to sell his shares, restrictions on shareholders after they leave the company and a list of key decisions that may only be made with unanimous consent.

If the shareholders have failed to enter into such an agreement and a dispute arises our commercial team is on hand to advise shareholders and directors on their rights and the remedies available to them.

Acquisitions and Disposals

You may have decided that now is the right time to either sell your business or to acquire a business. Our commercial team can assist you with preparing heads of agreement, confidentiality and lock out agreements and with raising or responding to due diligence enquiries and putting you in contact with our vast list of finance contacts may advise you on tax consequences and financing the deal.

Asset Sale

Most purchasers tend to prefer to buy the assets of the business so that they can ‘cherry pick’ those assets which they wish to retain whilst leaving certain liabilities behind.

The commercial team will work closely with your accountant and our commercial property team to ensure that an asset sale is the best way forward from a legal and accounting perspective.

Share Sale

The seller or the buyer may prefer to sell or buy the share(s) in the company. The commercial team can assist with advising on any liabilities the buyer may inherit as a result of the transaction and on how best to protect against these by using warranties and indemnities.

Management Buy Outs

You and your colleagues may be seeking to purchase a business from your current employer or fellow shareholders or you may wish to retire from your business and wish to give your key personnel the opportunity to buy your share(s).

Although you may have an in-depth knowledge of the business itself our commercial team can assist you with the legal documentation and financing the deal.

Terms and conditions of Sale and Purchase

Terms and conditions of sale and purchase can be used to regulate your relationship with your customers and suppliers. They can set out the terms upon which goods are delivered and payment is made or received.  The commercial team can design these in a user friendly format and can advise on how they can be effectively incorporated into your contract.

Forms of Trading (Agency, Distribution, Franchise and Licence)

You may be considering marketing and/or selling your products using an agent, distributor, franchisee or licensee.

The commercial team is available to guide you on the format most suited to your business and what you are seeking to achieve.

We can also advise on the effect of UK and European law on the different forms of trading such as the Commercial Agents Regulations and the Competition Act.

We are also able to assist with ensuring that the terms of the trading arrangement are set out in a properly drafted agreement which fulfils your requirements.

In the event of a dispute our commercial team is on hand to advise on the rights and obligations of both parties and to assist in defending or resolving such disputes in a cost effective and timely fashion.

IT and e-commerce

The use of IT services to market and develop a business has grown rapidly in the past few years and our commercial team is able to provide practicable advice on how best to manage the business you conduct on line.

The commercial team can assist with advising you on the terms and production of a wide variety of IT related contracts including web design and hosting contracts and software agreements.

The team is also able to advise on ancillary issues such as securing a domain name, the incorporation of website terms and conditions, e-mail disclaimers and privacy policies.

Intellectual Property Rights

Our commercial team is on hand to provide you with basic advice on how best to protect your intellectual property rights whether it is copyright, design right, patent or otherwise.

Our team can also assist you with licensing those rights to others and with handling disputes relating to the breach of intellectual property rights.