Corporate & Commercial Expertise

Whether you are a private individual or a corporate party, we can assist in all aspects relating to shareholders’ agreements including:

1. 1. • Shareholders’ obligations
      • Dividend policy
      • Transfer of shares
      • Issue of further shares
      • Restrictions on shareholders
      • Confidentiality
      • Matters requiring shareholders’ consent
      • Deed of adherence
      • Shareholders’ disputes

The majority of shareholders’ disputes arise from inadequate provisions. Our tailored approach will consider eventualities in the immediate, interim and future.

Our legal knowledge combined with our commercial awareness enables us to provide clear and detailed shareholders’ agreements to ensure security for both yourself and your business.

Call us today to arrange a free consultation to discuss your agreement in further detail.

A partnership agreement is salient when entering into a partnership. The agreement will, amongst other things, dictate the way the partnership is run and the partner’s rights and obligations.

An inadequate partnership agreement can end the running of a successful partnership and transparent and comprehensive agreement can save one.

Where is comes to partnership agreements we can assist with:

• Limited liability partnerships
• General practice partnerships
• General partnerships

A partnership agreement can be as detailed and as complex as you require. All of our partnership agreements are bespoke to suit the specific needs of our clients and can include provisions relating to:

• Capital
• Property
• Profits and losses
• Capital and current accounts
• Banking
• Insurance
• Duties
• Restrictions
• Managing partners
• Meetings and voting
• Indemnity and expenses
• Holidays
• Maternity/paternity/adoption/shared parental leave
• Incoming partners
• Outgoing partners
• Continuance
• Death
• Expulsion
• Payments to outgoing partners
• Restrictions on outgoing partners
• Confidentiality
• Dissolution
• Termination
• Disputes between partners

If you are thinking of entering into a partnership or wish to discuss an existing partnership agreement call us today to see how we can help you.

Where you are seeking to franchise your existing business by way of a master franchise agreement, or looking to start a franchise by way of a standard franchise agreement, our specialised commercial team can assist you with each step of the way.

Just some of the provisions we will consider with each client are:

• Rights granted
• Fees
• Franchisors obligations
• Employees
• Training
• Compliance
• Accounting records
• Advertising
• Insurance
• Premises
• Intellectual property
• Sale of business
• Death or incapacity
• Termination
• Restrictions
• Indemnities
• Guarantees
• Data protection
• Payments
• Alternative Dispute Resolution
• Payments

Each franchise agreement is tailored to the unique business of our clients and adapted according to their specific requirements. Call us today to arrange a free consultation to discuss your potential franchising.

Whether you are a business looking to purchase or sell your company’s assets or shares, our highly experienced and knowledgeable team at Fitz Solicitors will be able to guide you with each step of the way.

Below is a list of just some of the ways which we can assist you and your business:

• Drafting contracts of sale
• Drafting asset purchase agreements
• Drafting share purchase agreements – simultaneous exchange and completion
• Drafting share purchase agreements – non-simultaneous exchange and completion
• Individual purchasers/multiple purchasers/corporate parties
• Preparing asset sale agreement by a company in administration
• Drafting board minutes and written resolutions
• Dealing with companies house formalities
• Preparing stock transfer forms

We make it our business to know the full nature of your business, your plans and your market to ensure each agreement is bespoke to your needs for both now and the future.

Call us today to arrange a free consultation to discuss your needs.

Whether you are looking to set up:

• A sole trader
• A partnership
• A limited liability partnership
• A limited company

Our commercial team will be happy to assist you in forming your company from beginning to end.

We can assist with:

• Assisting in choosing a business structure
• Assisting in shelf companies
• Preparing special articles of association
• Drafting partnership agreements
• Drafting shareholder agreements
• Forming a company limited by guarantee
• Forming a company limited by shares
• Preparing share certificates
• Preparing board minutes
• Dealing with companies house formalities

Where you are looking to set up a new business, the structure and formation of that business is vital to its success. A weak link from the outset is where most future disputes arise from and our team pride themselves on their ability to ensure that each formation is suitable for the specific needs of our clients.

Whether you require one change or the filing services on a retainer basis, our team will be able to assist to ensure your filing compliance with the Companies Act at Companies House.

We can assist with:

• Producing and filing board minutes
• Producing and filing written resolutions
• Appointment and termination of directors
• Amending articles of association
• Changing details of address
• Registering charges
• Filing confirmation statements
• Re-registration

We ensure that your requirements are dealt with as quickly and seamlessly as possible so you can continue with the running of your business.

Call us today if you require assistance in complying with companies house formalities.

If you are required to enter into a director’s personal guarantee, call us to arrange a consultation to discuss its legal implications before signing.

Unfortunately, some banks, (more commonly the private lending institutions) can include onerous clauses in their guarantees which most people are not aware they are agreeing to until it too late.

We will review the guarantee and explain:

• Your rights
• Your obligations
• Your restrictions
• The limit of your liability
• Events of default
• Interest rates
• Secured assets
• termination

To ensure the security of you and your personal assets, call us to discuss your guarantee in further detail.

The terms and conditions you enforce will govern your business and is absolutely vital in the successful running of businesses.

We do not believe in ‘standard’ terms and conditions which are complex or may not apply to certain businesses. Instead each T&C we draft is specifically prepared for our clients taking into account their service/product, their customers/clients, their functionality, the way their businesses work, their market, and their competition.

We have extensive experience in drafting T&C for clients in:

• Supply of services
• Supply of goods
• On-premises consumer services
• Distance (non-online) consumer services and digital content
• Online business and consumer goods, services and digital content

We appreciate that each business is wholly unique in its operation and so each bespoke set of T&C is diligently provided to safeguard your business as much as possible and as cost efficiently as possible.

Call us today to arrange a free consultation to discuss your business and your businesses future.

Where you are supplying goods/services to businesses we can assist with provisions relating to:

• Orders
• Quality and packaging
• Delivery
• Acceptance
• Defective products
• Title and risk
• Product recall
• Prices
• Price review
• Terms of payments
• Insurance
• Indemnity
• Assignment
• Confidentiality
• Force majeure
• Costs
• Variation
• Termination and suspension

Supply/service agreements will govern the relationship between the supplier and the customer. A poorly drafted agreement is often the root of all disputes between the supplier and the customer and can leave little recourse to parties due to the absence of detailed and clear provisions.

If you are seeking to enter into or wish to draw up a supply/service agreement call us today to arrange a free consultation to see how we can help you.

Buy back agreements can be utilised when a company wishes to repurchase shares of an existing shareholder, or a company is entitled or obligated to purchase the shares in the future on specific conditions.

Where a share buy-back agreement is required we can assist with:

• Drafting and reviewing buy-back agreements
• Preparing board minutes
• Preparing written resolutions
• General meetings
• Preparing stock transfer forms
• Cancelling shares
• Multiple completions
• Loans to company from shareholder
• Dealing with stamp duty requirements
• Complying with Companies House formalities

Buy-back agreements can be as complex or basic as you require depending on your specific needs and your business. Our aim is to ensure the agreement reflects the needs of the business in a cost efficient and seamless way.

Call us to see how we can assist you and your business.

In some loan facilities, it is permitted for the lender to transfer its rights and obligations under that loan facility to a new lender. This is done via a Deed of Novation. This is not the same as assigning – an assignment is where only the rights are assigned to a new lender. This could potentially mean that the original lender will remain liable under certain provisions where the new lender is unable to meet its obligations.

Whether you require a novation or an assignment we can assist in:

• Preparing and reviewing a drafting a Deed of Novation
• Preparing and reviewing Assignment of Loan
• Obtaining consent (where required)
• Reviewing and dealing with the original facility transfer provisions
• Dealing with Companies House formalities

Though an assignment and novation may seem similar in nature, in reality the difference can be vital. It is therefore essential to determine which is required.

Call us today to arrange a free consultation to discuss this in more detail.

A company may allot and issue more shares in a business for a number of reasons. Where your business is considering issuing more shares, our experienced team at Fitz Solicitors can assist with:

• Reviewing the articles of association
• Dealing with restrictions on share capital including removing restrictions
• Dealing with pre-emption rights
• Drafting circulars
• Drafting board minutes and written resolutions
• Dealing with Companies House formalities
• Updating the company’s PSC register

Allotting and issuing shares can be complex depending on the nature and constitution of the business. Call us to today to arrange a free consultation to discuss allotment of shares in more detail. We aim to provide a straightforward and cost effective service to ensure your full compliance with Companies Act requirements.