Services for business
Our commercial solicitors are able to offer legal advice over a wide range of corporate and commercial areas and issues. From our network of offices across Essex and London we are able to help organisations of all sizes and industries; while always making sure we put the client first.
Corporate and Commercial
At Fisher Jones Greenwood LLP we have a team of specialist Corporate & Commercial Solicitors who can advise on all aspects of company and commercial law.
We offer our business clients, understandable, timely, pragmatic, and commercially relevant advice. We can guide you through the most complex of transactions, or advise you on simple business start-ups.
We build long-lasting relationships with our clients, make sure we have a complete understanding of their business, and tailor our advice to support their commercial strategy. We project manage individual transactions or matters throughout.
Many of our commercial clients have grown with us over the last thirty years, and having grown from one of the smallest firms in the area to one of the largest over the same period we know the problems faced by growing businesses intimately.
We appreciate that time and cost are significant elements in relation to any corporate commercial work. We offer flexible terms and fixed prices for all our services.
Work undertaken by our specialist Corporate & Commercial team includes:
- Business acquisitions and disposals
- Corporate governance and company matters
- Sole trader and partnerships
- Mergers
- Corporate restructure
- Receivership sales and purchases
- Contracts and agreements; and
- Advice in relation to charities and on all aspects of charity law
Please also see the following range of associated services which may be of interest in relation to Corporate Commercial requirements:
- Dispute Resolution
- Employment and Immigration
- Private and public sector education work
Our Corporate & Commercial team is available for appointments at all of our offices in Colchester, Chelmsford, Billericay, Clacton-on-Sea, Holland-on-Sea, and London.
Contact Us
If you require legal advice in relation to any corporate commercial topic or otherwise, please call and speak to one of our Solicitors in our Corporate & Commercial team on 01245 584515 or email [email protected].
Offices in Colchester, Chelmsford, Billericay, Clacton-on-Sea, Holland-on-Sea, and London.
Starting up a new business can be daunting, but wholly rewarding if done diligently.
Careful consideration must be given to all of the challenges facing new businesses, as starting a new business and developing it into a prosperous source of income will impose considerable demands and pressures on its owners.
It may be necessary for new business start-up owners to develop basic skills not only in connection with the trade or profession in which the new business intends to practise, but also administrative and managerial skills needed as the business grows and progresses.
The legal environment in which small businesses now trade in the United Kingdom is complex and contains many traps for the unwary.
Our Corporate & Commercial team here at Fisher Jones Greenwood LLP is there for all aspiring new businesses and their owners, to provide expert advice and support on a wide range of legal and commercial issues and challenges facing any new business.
We know that sound advice is important to support you in making those critical decisions concerning the form the new business start-up should take, and other issues that should be considered by all such new business start-ups.
We have substantial experience of helping individuals in connection with business start-ups and can advise you with regard to appropriate terms for partnership agreements, shareholders agreements, and all associated documentation in connection with any business start-up.
Here at Fisher Jones Greenwood LLP, we offer bespoke fixed price legal packages specifically for new business start-ups as well as small-medium size corporate entities. These packages are designed to ensure that your business gets all the commercial legal advice it requires from the outset, with all of our packages capable of being personalised for your particular business needs.
FJG Entrepreneur
The FJG Entrepreneur Package is aimed at assisting people looking to launch a new business or who have a business that needs to be legally-secure for the future.
The package entitles you to utilise the expertise of our Corporate & Commercial team in relation to company formations, terms and conditions, employment contracts, and shareholder agreements, as well as partnership agreements, terms and conditions, and employment contracts for partnerships respectively.
The package itself is offered for a fixed fee, payable either in advance or on a monthly retainer. There are no long-term contracts, and you only pay for the services you require and use. As such, the FJG Entrepreneur Package is a terrific package to ease the financial burdens of new business start-ups and small/medium enterprises.
Utilising the package gives you the added security of having legal advice on retainer to cater to your every company/commercial need.
Company Secretarial Services
This particular package takes away the stress and pressures all new businesses and even established businesses experience, of ensuring that your company is complying with its ongoing filing requirements. Our support package relieves the burden placed on all businesses in relation to the various complicated and time-consuming administrative tasks required in operating a company.
As part of this package, for either a quarterly or monthly retainer, we will perform all of the Companies House filing requirements for your business (excluding the filing of accounts). The package includes: applying to obtain your company’s online filing access information, recording the precise dates for the filing of your company’s annual returns and all other corporate documentation for the purposes of our internal reminder system, and ensuring that these are completed and filed with Companies House before the prescribed deadline.
Compliance is necessary both to ensure the ongoing operation of your company, as well as to ensure that no fines or other financial penalties are incurred by your Company, providing you with a reassurance mechanism that your company will be expertly maintained from a corporate and administrative perspective.
FJG Employ
In addition to our general expertise and the other packages offered to all business start-ups, we also have our bespoke ‘FJG Employ’ package, that allows businesses to take the worry out of their Human Resources Management, Employment documentation, and Health and Safety compliance.
By offering a service tailored to your needs, it ensures that you only pay for the services you use. This means that entrepreneurs are free to spend more time developing and growing their businesses and less time on worrying about documentation and HR.
For more details on our FJG Employ package, please click here.
Key Factors in Deciding What Form Your Business Should Take
When you form a new business there are several pressing issues which you have to make decisions about. You will be looking to establish a business with the minimum of cost and in the minimum period of time. The following information may be of use when making your decision as to the type of corporate vehicle through which your business should operate:
Sole Trader/Partnerships/LLP
There are no formalities at all involved in establishing yourself as a sole trader or partnership business. If you do so without the benefit of a partnership agreement, then the business is governed by the terms of the Partnership Act 1890, and the business is created effectively automatically from day one of trading. Although the operation of the business will be surrounded by statutory requirements, compliance with these is no prerequisite to the business coming into existence.
Partnerships created in this way hold many dangers because the relationship between the partners is not regulated in any way other than by statute. Either partner can bring the business to an end at any time by giving notice of termination to the other. This can be catastrophic. If other arrangements are not agreed with regard to the continuation of the business upon service of such a notice then business assets have to be sold and the business dissolved.
One of the main purposes of a partnership agreement is to prevent this sort of scenario developing perhaps many years after the business commenced trading and when it has established a substantial value. Regulating how a partnership should be run by way of a partnership agreement is usually far more advantageous to all of the partners.
You can now have some of the benefits of trading in partnership (remaining self-employed for instance) without having to incorporate as a limited company. Limited Liability Partnerships provide the partners with limited liability and an LLP can own its own property and have its own debts. If you would like to know more about the LLP option, please ring us on 01245 584515 or email [email protected].
Limited Company
Formation of a limited company involves more detailed preparatory work, including the drafting of the company’s memorandum and articles of association which are the governing “constitution” of the company. These documents have to be formally registered with Companies House prior to the company itself being incorporated.
Directors and (if required) a secretary need to be appointed and shares in the company need to be issued. The appointment of a company secretary, however, is no longer compulsory under the new Companies Act 2006, with any Director capable of fulfilling the role without formal appointment as the secretary of the company at Companies House.
Administratively, the procedure for incorporating a company is more complex. There is a very substantial market however in “off the shelf” companies which have been pre-made by company formation agents and stockpiled for immediate use. These “white label” companies are not however suitable for everyone and you should take advice before deciding that this is the route for you.
The most important distinction between sole traders/partnerships and limited companies is the whole issue of limited liability: in other words, once incorporated, a company is a completely independent legal person and therefore has its own assets and its own liabilities. In normal circumstances, the debts of the business are the debts of the company and not of the people who formed it. This provides protection to the participators in terms of their personal assets should the company become insolvent.
This advantage in the early years of any business is more theoretical than real. In practical terms, if you are starting a new business and seeking credit or facilities from bankers etc., you will inevitably be asked to provide personal guarantees in relation to the company’s liabilities. If you fail to give such personal guarantees, then you simply will not get the credit, regardless of whether your company is incorporated or otherwise.
Limited liability is far more important in the early years however, for those engaged in activities where there may be claims for professional negligence if something goes wrong. The limited liability of the company also becomes far more important as the business grows and the business has its own trading record which can justify credit without any personal guarantees. A company can own property, enter into its own contracts, incur its own debts, and sue and be sued in its own name. Gradually over a period of time the distance between the individuals who run it and the liabilities which it incurs generally widens.
The other principal advantage of trading through a limited company in the early years is the ability to separate ownership of the business from the management of the business. The shares in the company do not have to be owned by the directors. There is more flexibility in terms of third party investment and power and control can be organised in the most appropriate way by means of changes in the company’s share structure. In a sole trading or partnership business, this distinction cannot be made. All of the partners are fully liable for the business’ debts to the full extent of their assets and in general terms, they are both owners and managers.
The story does not stop there, however. Companies are administratively more complex to run and in view of their separate identity even the founding members, if they work for remuneration, are regarded as employees of this separate entity. Consequently from day one the company has to account to the Inland Revenue for PAYE payments and tax is deducted by the company at source together with employee’s National Insurance contributions at a time when cash flow may be at its worst. This can be avoided in some instances where for instance the founding members have lent money to the company which could be repaid as an alternative to remuneration over a period of time. Generally speaking, however, it is a substantial burden. On the other hand partners in a partnership business can withdraw sums on account of their profit shares without the need for any PAYE scheme to be established unless or until the business takes on non-partner salaried staff.
General Considerations
Whichever way the business is established, it is important that the participators have their roles and responsibilities properly defined either through a partnership agreement or if trading through a limited company by means of a shareholders agreement.
Sole Trader/Partnerships
Major disadvantages to operating a business through either as a Sole Trader or Partnership, is that sole traders and partners are fully liable to the full extent of their assets in connection with all of the business debts. In a partnership, all partners have what is known as “joint and several” liability. This means that any creditor of the business can pick and choose between the partners as to who to pursue for recovery of all debts.
Potential personal liabilities also mean that third party investment is more difficult to introduce into the partnership and institutional equity capital commonly provided by venture capitalists may not be as readily available for non-corporate businesses.
Limited Company/Limited Liability Partnership
A company or Limited Liability Partnership on the other hand, unlike a sole trader or partnership, is able to offer security in a form of a charge over its own assets. This form of charge is usually included within standard security documents which banks will present to the company and which are known as debentures.
An individual cannot grant this form of security and accordingly the scope for raising bank finance secured on the assets of the business is substantially reduced. In the early years of the business, other substantial capital assets may not be available to grant a fixed charge to secure credit. “Floating” assets such as stock and work in progress together with loose pieces of equipment can be the subject of a debenture granted by a company but there is no equivalent security document which the partnership can issue.
Another principal difference between partnerships and companies is the public nature of a company’s accounting requirements. Although these have been substantially reduced in recent years in connection with small companies all companies are still required to file accounts at Companies House each year.
If privacy is an issue to you, then a partnership structure still retains this privacy since the accounts do not have to be published to any third party (except of course the Revenue).
Although it is no longer necessary for full audited accounts to be filed at Companies House and limited companies can get by if they have the necessary skills in house without the assistance of an auditor, in the vast majority of cases, entrepreneurs who want to run their own business do not want to spend their time undertaking administrative tasks which have traditionally been seconded to professional advisers.
If you require legal advice in relation to your business start-up, please call and speak to one of our Solicitors in our Corporate & Commercial team on 01245 584515 or email [email protected].
Offices in Colchester, Chelmsford, Billericay, Clacton-on-Sea, Holland-on-Sea, and London.
Buying and Selling a Business
Buying and selling a business can be an intimidating prospect, especially if it is your first time, but extremely satisfying once completed.
No matter what side of the transaction you are on, the process of either buying a business or disposing of one is fraught with pitfalls and areas of potential liability, all of which require specialist advice to ensure that the transaction is structured effectively so that both parties are getting the best deal possible.
Here at Fisher Jones Greenwood LLP, our Corporate & Commercial team specialises in corporate transactions, including:
- Sales and purchases of shares and businesses – including both asset and share sales and purchases
- Management Buy-Outs and Buy-Ins
- Receivership sales and purchases
- Group restructuring – for more information on this aspect please click here
- Merger and Acquisitions – for more information on this aspect please click here
- Joint Ventures
- Insolvency
The process of buying or selling a business depends entirely as to whether it is a sale of the business itself or a sale of all its assets and goodwill.
On a corporate sale, where the entirety of the business is being sold, this is referred to as a share sale, meaning that the purchaser acquires the shares in the business and consequently acquires the whole business, including all of its assets, rights, and clients, as well as its liabilities.
In situations where only part of the business is being sold, or where the company itself is being retained but its possessions are being sold this is referred to as an asset sale and allows the purchaser to acquire only the assets of the business that it requires, or ‘cherry-pick’ the assets most beneficial to it. Such a transaction allows the buyer to avoid taking on any of the liabilities of the business, which remain with the seller once the transaction has completed.
Our specialist Corporate & Commercial team will handle every aspect of the transaction, including drafting and negotiating the Heads of Terms, the main Purchase Agreement, as well as all other ancillary documents including board meeting minutes, resolutions, assignments, transfers, and other documentation necessary to ensure the business or parts of the business, transfer legally to the buyer.
Our specialist Corporate Commercial team deal with all transactions, not just asset or sale purchases, regardless of their size, nature, or complexity, and are able to advise on all areas of consideration for both a buyer and a seller looking to enter into such a transaction, as well as advise at every step throughout the transactional process.
Contact Us
If you require legal advice in relation to buying or selling a business, group restructuring, mergers, or other forms of corporate transaction, please call and speak to one of our Solicitors in our Corporate & Commercial team on 01245 584515 or email [email protected].
Offices in Colchester, Chelmsford, Billericay, Clacton-on-Sea, Holland-on-Sea, and London.
Commercial Mediation Services
Fisher Jones Greenwood LLP is an established law firm with a first-class reputation, providing general commercial and legal advice on all business, employment and property-related matters. As part of our integrated service to businesses, our qualified mediators help business men and women reach negotiated settlements of their commercial disputes, helping them concentrate more time on what’s important such as running a business.
What is commercial mediation?
Mediation is a dispute resolution process which is an alternative cost-effective and efficient method of resolving business differences. It is a problem-solving process that is designed to help participants find a mutually acceptable resolution. More and more businesses are turning towards mediation as a common-sense route to problem-solving.
How does mediation work?
Mediation usually involves the appointment of a trained, independent third party called a ‘mediator’. Their job is to help the parties reach a negotiated settlement. Unlike a judge, the mediator has no power to decide the issue or impose a solution. Typically his or her role is to assist the parties arrive at an innovative solution or compromise that allows the parties to move forward.
The mediator arranges a confidential meeting. During the meeting, parties are encouraged to see their own and the other side’s case objectively and realistically. By focussing on the problem rather than the dispute, parties can concentrate on their future longer-term commercial interests, rather than their strict legal rights.
A single day’s mediation is usually sufficient to resolve most disputes. Setting up the mediation usually takes no more than 3 to 4 weeks.
What are the benefits of commercial mediation?
Some of the benefits to you include:
- Cost effective
- Speedy resolution
- Greater control of outcome
- Pragmatic
- Non-confrontational
- Flexible
Who should use it?
EVERYONE – size does NOT matter.
- Court cases – many court cases can take anything up to 12 or 15 months to come on for trial. It is also difficult to run any case to trial for anything less than £8,000 – £10,000
- Clinical negligence – for claimants who are currently seeking damages for medical accidents, mediation could prove to be a faster and cheaper option of resolving a dispute, than going to Court
- Employment Law – disputes between an employer and employee can be mediated to help sustain co-operation and maintain a healthy working relationship
- Property and building disputes
- Partnership and Shareholder disputes
- Independent Schools – to resolve disputes between staff, parents and Governors
- Charities
- Any other commercial dispute
How effective is mediation?
Mediation in the UK has a very high success rate in the region of 85%. Often disputes which are not resolved during mediation settle soon afterwards.
The process works because it is voluntary and provides a flexible and informal process. It is also completely confidential. Court proceedings in comparison are generally formal, expensive, open to the public, and rigid. The litigation process removes control from the parties themselves, by imposing solutions on them. During the course of litigation, any hope of continuing a commercial relationship with your opponent is usually lost for good. Mediation changes all that.
Through mediation, the parties can achieve a much quicker and more flexible way of settling disputes. Individual and innovative solutions which are not available through Court proceedings are readily possible.
Deal mediation
Mediation is not just about mediating disputes which might lead to litigation. Experienced mediators can also help parties to unblock impasses when they are trying to negotiate a contract or conclude a business deal. Deal mediation is becoming more and more popular in situations where mutually beneficial business relationships are failing as a result of the parties reaching a deadlock on commercial terms.
What happens when mediation does not succeed?
There will be occasions when the Mediation process does not succeed. Where a settlement cannot be reached, either party can still enforce his or her legal rights at Court because Mediation is a process which is only binding if both parties are in agreement. It takes nothing away from the parties’ legal rights and is not binding unless an agreement is reached on a particular solution during the course of the mediation.
Contact Us
If you think that mediation could help resolve your dispute or would like further information, please contact Tony Fisher of our Corporate & Commercial Team on 01245 584515 or email [email protected]. Tony Fisher is an accredited mediator and was trained by the Centre for Dispute Resolution. You can see his profile here.
Offices in Colchester, Chelmsford, Billericay, Clacton-on-Sea, Holland-on-Sea, and London.
Legal Advice for Care Homes
Here at Fisher Jones Greenwood LLP, we have considerable understanding of the Care Home industry and have advised care home groups in the acquisition of property and land designated for supported living and care home accommodation. We have also acted on the sale and purchase of many care home businesses.
We also provide legal advice on all aspects of Care Home Regulation, including Appeals to the Care Standards Tribunal.
The following are indications of the extent of the services we provide to care homes and we as a firm are flexible in our significant expertise in this particular area, to cater to all of your care home’s legal requirements:
Company/Commercial
- Care Home business sales and purchases whether by asset or share sale.
- Management agreements.
- Client contracts and commercial Agreements.
- Supplier contracts.
- Business structure including limited companies, partnerships or otherwise.
Registration/Regulation
- Applications for registration.
- Regulatory matters and compliance.
- Advice and representation at the Care Standards Tribunal.
Property
- Acquisitions and disposals of either freehold or leasehold property.
- New build projects and development sales.
- Leases and sale and leaseback.
Employment Law
- Drafting standard terms of employment.
- Transfer of Undertaking Regulations.
- Health and Safety at work issues.
- Data Protection.
- Redundancy/unfair dismissal.
- Compromise agreements.
Immigration Law
- Employing workers from the new EU states
- Chambers recommended service
The combined expertise of our lawyers means that we offer this sector the only holistic legal advice service in East Anglia.
Contact Us
If you require legal advice in relation to your care home or care home group, please call and speak to one of our Solicitors in our Corporate & Commercial team on 01245 584515 or email [email protected].
Offices in Colchester, Chelmsford, Billericay, Clacton-on-Sea, Holland-on-Sea, and London.
We offer construction law services alongside our other commercial real estate, corporate & commercial and dispute resolution services. To find out more, please click here to go to our dedicated construction law page.
Intellectual Property Law
Here at Fisher Jones Greenwood LLP, our Corporate & Commercial team have considerable experience and expertise in relation to Intellectual Property.
Intellectual Property rights are important aspects for business, which, once registered, are capable of being bought, sold, or transferred between entities as with any other type of business asset.
Our Corporate & Commercial team specialises in:
- Copyright including computer software
- Trademarks and passing off
- Registered designs, design rights, and databases
- Searches and filing services to register your trademarks and designs at the UK, European and International intellectual
- property offices, including the managing of any oppositions or cancellation proceedings brought in respect of your
- Intellectual Property rights at such offices
- Data Protection Act 1998
- Software Licence and Web Hosting agreements
- Drafting and negotiating Licensing Agreements
- Confidential information including Confidentiality Agreements
- Enforcing Intellectual Property rights through litigation
Developing a business, its reputation, goodwill, and establishing a corporate brand are important aspects for any business, utilising significant amounts of time and investment in doing so. All such elements developed by a business are, therefore, necessary to be protected by way of Intellectual Property rights, to ensure that these are secure, specific to the business that has developed them, and cannot be used or copied by anyone else, be it a competitor or otherwise.
Such protection of these aspects of businesses via intellectual property rights is always of paramount concern to business, no matter their size or sector, especially the registration, formation, amendment, and expansion of Intellectual Property rights for entities seeking to establish a form of ‘brand identity’ for their business.
We are also able to assist with any Intellectual Property disputes that you or your business may encounter, including the bringing of claims in order to enforce your business’ Intellectual Property rights. The exploitation of Intellectual Property rights is a serious concern for all businesses who are seeking to safeguard the value of their business, its reputation, and brand. It is for these reasons that we appreciate the value of quick action in such situations, in order to protect a business’ Intellectual Property rights to the fullest extent possible.
We acknowledge that this area is of the utmost importance for commercial clients in all fields of activity and is a key consideration in day to day business decisions.
Our team of Intellectual Property experts can provide commercial clients with effective, client-focused advice when protecting, exploiting, and enforcing their Intellectual Property rights.
Contact Us
If you require legal advice in relation to your business intellectual property rights, please call and speak to our IP specialist Ashton Carter, in our Corporate Commercial team on please call and speak to one of our Solicitors in our Corporate & Commercial team on 01245 584515 or email [email protected]..
Setting up a Business Partnership
Many businesses and companies seek to merge or restructure either to secure a strategic business advantage or to secure that they are cost-efficient and profitable as possible.
Often, corporate structures established upon incorporation of a company or a group of companies do not reflect the needs of the shareholders, in view of developments which have occurred since the start of the business, meaning such structures often become inefficient and somewhat inappropriate. Problems also often arise in family businesses when there is a family breakdown, or the business is being gradually handed over to the next generation.
Here at Fisher Jones Greenwood LLP, our specialist Corporate & Commercial team are able to advise on every step of a merger, reorganisation or group restructure, including:
- Companies looking to ‘hive-out’ loss making aspects of its business
- Group reorganisations
- Mergers and acquisitions
- Reorganising a group structure after a sale or acquisition
- Demergers
- Intra-group transfers
- schemes of arrangement and other insolvency advice
- restructuring on family breakdown or as a result of inter-generational issues
Contact Us
If you require legal advice in relation to group restructures, reorganisations or mergers, please call and speak to one of our Solicitors in our Corporate & Commercial team on 01245 584515 or email [email protected].
Offices in Colchester, Chelmsford, Billericay, Clacton-on-Sea, Holland-on-Sea, and London.
Joint Venture Agreements
Joint venture agreements and joint venture companies are formed or negotiated in a wide variety of circumstances, where two or more entities wish to go into business together.
Every proposed joint venture is different, making the legal positions and requirements of such joint ventures also very varied. The structure of any joint venture business will be vital to its success and potential for expansion in the future. Both parties’ legitimate business interests need to be carefully balanced and protected.
Here at Fisher Jones Greenwood LLP, our specialist Corporate & Commercial team can provide specific, expert advice on all forms of joint venture. Our Corporate & Commercial team specialise in a wide variety of joint venture work including:
- Joint venture agreements
- Shareholders agreements for jointly-owned start-up businesses
- Outsourcing agreements and arrangements
- Secondment agreements and arrangements
- Advice on minority shareholder protection in joint venture situations
- Non-disclosure, non-compete, and non-solicitation agreements
- Quasi-partnership arrangement advice
- Advice on investor protection provisions
Our Corporate & Commercial team is also able to advise and assist in relation to any disputes that may have arisen in relation to a dispute over a joint venture.
Contact Us
If you require legal advice in relation to your joint venture or any proposed joint venture, please call and speak to one of our Solicitors in our Corporate & Commercial team on 01245 584515 or email [email protected].
Company Commercial Law
Limited companies form an essential part of our economy. Many new business start-ups are being incorporated as companies rather than sole traders of partnerships. This is mainly because of the added protection afforded to the owners of limited companies by way of limited liability.
Company Law as governed by the Companies Act 2006 covers a wide variety of aspects in relation to the governance, conduct, and overall management of limited companies, imposing strict laws which must be conformed with by all entities.
Here at Fisher Jones Greenwood LLP, our specialist Corporate & Commercial team are able to advise and assist in relation to all aspects of companies and company law. Our Corporate & Commercial team has in-depth experience and knowledge of dealing with a wide variety of company matters including:
- Company incorporation
- Corporate governance – preparation of best-practice documents, management documents, and other regulatory requirements
- Shareholders agreements
- Management company incorporations
- Share dealings – including transfers, creation of new classes of shares, and share options
- Director appointments, terminations, and dealings generally
- Terms and conditions of business including website use
- ICT-related contractual work including web-based agreements
- Distribution and Agency agreements as well as all other contractual requirements of companies.
We provide a tailored and personal service to our clients, try to understand their own business objectives, and provide a pro-active service which helps them to achieve those objectives.
For more information in relation to limited companies specifically, please visit our Key Facts page which can be located here and you may be interested to visit our webpages dedicated specifically to new business start-ups here a well as our ongoing packages for all forms of corporate vehicle found here.
Contact Us
If you require legal advice in relation to your company or companies generally, including new start-ups, small to medium enterprises, and established businesses, please call and speak to one of our Solicitors in our Corporate & Commercial team on 01245 584515 or email [email protected].
Offices in Colchester, Chelmsford, Billericay, Clacton-on-Sea, Holland-on-Sea, and London.
Business Contracts and Agreements
Our Corporate & Commercial team deals with a high volume of both business-to-business and business-to-consumer issues. We are able to spot potential problems early, negotiate effectively, and help manage risk in your business contracts and documents.
We are proactive in eliminating legal shortcomings in both standard and bespoke contract terminology and offer practical advice on important issues such as limitation of liability, trading restrictions, and insurance.
Our Corporate & Commercial team is skilled at the preparation of commercial contracts of all types, including:
- Acquisition/disposal agreements
- Agency agreements
- Computer software and hardware agreements
- Ecommerce
- Franchising
- Guarantees
- Joint venture agreements
- Intellectual property
- Licensing agreements
- Outsourcing
- Partnership agreements
- Sale of goods/services
- Terms and conditions of trading
If you require legal advice in relation to contract agreements, please call and speak to one of our Solicitors in our Corporate & Commercial team on 01245 584515 or email [email protected].
Offices in Colchester, Chelmsford, Billericay, Clacton-on-Sea, Holland-on-Sea, and London.
Mergers and Restructures
Many businesses and companies seek to merge or restructure either to secure a strategic business advantage or to secure that they are cost-efficient and profitable as possible.
Often, corporate structures established upon incorporation of a company or a group of companies do not reflect the needs of the shareholders, in view of developments which have occurred since the start of the business, meaning such structures often become inefficient and somewhat inappropriate. Problems also often arise in family businesses when there is a family breakdown, or the business is being gradually handed over to the next generation.
Here at Fisher Jones Greenwood LLP, our specialist Corporate Commercial team are able to advise on every step of a merger, reorganisation or group restructure, including:
- companies looking to ‘hive-out’ loss-making aspects of its business
- group reorganisations
- mergers and acquisitions
- reorganising a group structure after a sale or acquisition
- demergers
- intra-group transfers
- schemes of arrangement and other insolvency advice
- restructuring on family breakdown or as a result of inter-generational issues
Contact Us
If you require legal advice in relation to group restructures, reorganisations or mergers, please call and speak to one of our Solicitors in our Corporate & Commercial team on 01245 584515 or email [email protected].
Offices in Colchester, Chelmsford, Billericay, Clacton-on-Sea, Holland-on-Sea, and London.
Charity Law
Our team has a real understanding of those issues which confront benevolent, charitable and philanthropic organisations. We speak the same language as the charities we represent and we understand how crucial our advice is to our clients. We also know how to put that advice into practice, with a wealth of practical experience at local, regional and national level, ranging from top 300 charity members to small charities, and covering the full range of not for profit organisations.
We offer a full service of legal advice to our charity clients depending on their individual needs. This includes business start-ups, commercial ventures for charities, advice on all property matters and a full range of advice to charity trustees.
Our charity clients are able to benefit from our team approach across a range of disciplines, pulling in other specialists as required. This includes working closely with our employment, property, corporate and private client teams – to guarantee specialist advice at all times.
We offer paid and unpaid talks on legal audits, legal structures, we conduct “dry run” audits and rehearsals, tailored workshops suited to your requirements and audience, and offer guest speakers at your meetings.
If you are a charity in need of legal advice, please call and speak to one of our Solicitors in our Corporate & Commercial team on 01245 584515 or email [email protected].
Basically, you can trade in your own right as a sole trader, in partnership with others (either through a limited liability partnership or a normal partnership) or through a limited company. Whichever way you choose there are both advantages and disadvantages as set out within our Key Factors page.
Generally speaking, limited companies have limited liability. This means that they have their own creditors and debtors and people who run the company are not liable for the company’s debts. In start-up situations however if the company wishes to obtain credit or borrow money from a finance company or bank or take premises, then it is likely that the directors will be asked to give personal guarantees. Apart from this, the company’s debts are its own unless the directors have been trading wrongfully in special situations e.g. where they should have known or did know that the company was unable to pay its debts.
You have to lodge with the Companies Registrar a memorandum and articles of association of the company setting out what its objects are and how it will be run. You can buy companies “off the shelf” or we can draft the memorandum and articles for you. There is a fee payable of £20 to the Registrar of Companies before the company will be registered and a certificate of registration issued.
If you are trading in partnership with another (which simply means you are in business together to make a profit) then in the absence of an agreement your relationship is governed by the Partnership Act 1890. You will have what is known as a “partnership at will”. This means that any partner can terminate the business on notice at any time.
A partnership agreement will usually give an option to any continuing partner to acquire the outgoing partner’s share and thus preserve continuity in the business. It will also govern the relationships between the partners and identify their roles and responsibilities in connection with the business. All partnerships should have a partnership agreement to prevent very substantial uncertainty in the longer term.
There are no statutory requirements except that if the founders become employees of the company then the usual employment considerations apply and statements of terms and conditions at the very least should be provided to each individual.
It is however very common for the shareholders in the company to enter into what is known as a “shareholders agreement”. This covers much of the same ground as a partnership agreement would cover if the business traded through a partnership. It will set out rights and responsibilities between the shareholders and perhaps most importantly indicate the terms on which any outgoing shareholder can sell his or her shares to the remaining shareholders. In the same way, as a partnership agreement prevents uncertainty between partners, a shareholders agreement can also provide security and is especially important if you are a minority shareholder in a limited company.
If you are in business in partnership with others, then each of you have “joint and several liability” for all of the business debts. This means that each of you is fully liable up to the full extent of each debt and creditors can pick and choose amongst you who to enforce it against.
Trading through a limited company will have this effect except in relation to debts which have been guaranteed or in certain situations where the company is trading insolvent and you are a director. If there are particular issues however which you are concerned about then you should take good professional advice.
Directors, like partners in a business, have a duty of good faith towards the company to act in its best interests irrespective of whether or not there are any employment contracts. Directors also have a number of statutory duties which if breached, could lead to personal liability for the company’s debts. It is a complex area of the law and if you are concerned about your position, then you should take professional advice.
“Sarah approached FJG to assist her in the purchase of an existing Juice Bar on the Colchester Business Park which she wanted to turn into Sarah’s Coffee Shop. She instructed both Ashton Carter and Ellen Petersen to deal with the asset purchase and lease arrangements for the transaction. Read more to learn about the case study and the thoughts of the client.”
Download full case study“The owners of 'The Flag Burger' approached FJG to secure the lease on their new Church Street premises, having worked with FJG many times. Read more to learn about the case study and the thoughts of the client.”
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