Business Structure and Organisation
Our corporate lawyers have the experience and expertise to assist you with everything from forming a new company or start up, restructuring company share capital to advising on partnership agreements.
We have a great deal of experience in preparing and advising on shareholder agreements (and partnership agreements). Shareholder agreements are essential where more than one individual owns a share in a company – they can cover issues such as how shares can be bought and sold, who has the power to make certain decisions and what happens if a shareholder dies.
Our recent work includes:
- Advising companies in respect of new investors taking a minority share in the company in the property, retail, technology and engineering sectors;
- Updating articles of association to cover various issues such share classes and pre-emption rights.
- Joint venture agreements in various sectors;
- The buy back of shares by a number of companies;
- Dividends in specie (transferring shares in a subsidiary to the shareholders of the parent company as dividends in specie);
- Restructuring the ownership of companies to create group structures;
- Share freezing/flowering schemes; and
- Project development agreements.
How do I restore a company?
A company can be restored in one of two ways: through administrative or court restoration. The process for administrative restoration includes; first, a bona vacantia waiver letter must be sent to the Treasury Solicitor before an application can be made to Companies House for administrative restoration. This second stage requires the completion of an RT01 form and will involve a fee of £100 along with the payment of any outstanding fees and penalties. Court restoration incurs Court fees and requires the preparation of further documents, such as a witness statement, before the company can be restored. In both instances it is recommended that you seek independent legal advice.
Can you use the name of a dissolved company?
There are certain circumstances which allow a director to set up a company with the same or similar name of a dissolved company within 5 years of the date of liquidation. These include; the filing of a Court application within 7 days of liquidation and, the instance in which the business is sold on by a licensed insolvency practitioner. This rule prevents directors of companies from accruing debts to creditors before closing a company and then restarting it with the same name.