PRACTICE AREA
Corporate Law
Company & Commercial Matters
Legal assistance with company formation, changes and closure.
Clear, candid advice
Clear explanations
Careful document drafting
Ongoing communication
APPROACH TO CORPORATE LAW
The right corporate solution starts with the circumstances
Different issues come to the forefront when forming a company, making changes to an existing business, changing ownership or preparing a business decision.
I therefore begin by reviewing the particular situation and the objective to be achieved. This provides the basis for determining what corporate decisions, documents or company law steps are required.
TYPICAL CORPORATE LAW SITUATIONS
- before forming a company or making a significant operational change;
- when ownership or business shares change;
- when preparing a business transaction or corporate decision.
CORPORATE MATTERS
How can I assist?
If your business is facing another corporate or company law matter,
it is still worth briefly outlining the issue.
Company Formation
Corporate Changes
Articles of Association
Transfer of Business Shares
Legal Due Diligence
Voluntary Liquidation
Legal Support for Businesses
Key Areas of Corporate Law
depending on the circumstances and the change being considered.
Company Formation
Legal assistance from preparing the formation of a company through to the related company registration procedure.
When a business is established, the first decisions may already shape how the company will operate in the future. Before preparing the documents, it is therefore worth considering how the owners intend to work together and what operating framework they wish to establish.
The necessary corporate documents are then prepared to reflect these decisions.
The formation process may address, for example:
- the ownership structure of the company;
- the fundamental arrangements between the members;
- key aspects of the company’s operation;
- the documents required for company registration.
IMPORTANT TO KNOW:
Company formation involves more than preparing the required forms and documents. The company’s documents should reflect the way in which the owners have actually agreed to operate the business. Before signing, we therefore discuss the key provisions in clear and understandable terms.
Legal assistance may include:
- reviewing corporate law matters relating to the formation;
- discussing the proposed ownership and operating structure;
- preparing the necessary corporate documents;
- handling the legal aspects of company registration.
Corporate Changes
Legal assistance with changes affecting a company’s registered details, operation or ownership structure.
Changes are a natural part of the life of an operating business. A company’s registered office, members, executive officer or other information recorded in the company register may change over time.
The nature of the change determines what corporate decisions, documents and company registration steps are required.
Corporate changes may be required, for example:
- when the registered office or other company details change;
- when a member or executive officer changes;
- where changes affect the operation of the company;
- when the instrument of incorporation is amended.
IMPORTANT TO KNOW:
A change in company details often involves more than simply updating the company register. An appropriate corporate decision and amendments to the related documents may also be required. I therefore first review exactly what is changing in the company’s operation or registered information.
Legal assistance may include:
- reviewing the proposed change from a legal perspective;
- preparing the necessary corporate decisions;
- preparing or amending the relevant corporate documents;
- handling the legal aspects of registering the change.
Articles of Association
Preparation and amendment of corporate documents tailored to the company’s operation and the arrangements between its members.
The articles of association and other instruments of incorporation are not merely documents required for company registration. The rules they contain may also affect the company’s future operation and the relationship between its members.
It is therefore important that the documents are not only formally compliant, but also accurately reflect the members’ actual agreement.
The documents may regulate, for example:
- the rights and obligations of the members;
- the rules governing corporate decision-making;
- key aspects of the company’s operation;
- specific arrangements agreed between the members.
IMPORTANT TO KNOW:
Corporate documents should be tailored to the way the particular business operates and to the arrangements agreed between its members. Before signing, we discuss the key provisions in clear and understandable terms.
Legal assistance may include:
- preparing articles of association and other corporate documents;
- amending existing corporate documents;
- properly documenting corporate decisions;
- reviewing and discussing the key provisions.
Transfer of Business Shares
Contractual and corporate legal assistance in connection with a change of ownership.
A transfer of a business share requires more than accurately recording the agreement between the seller and the buyer. The transaction also changes the company’s ownership structure, so the relevant corporate documents and any further steps required must also be reviewed.
The agreement is prepared to reflect the actual terms of the transaction and the company’s existing documentation.
The transaction may involve, for example:
- determining the terms of the transfer;
- reviewing the company’s existing documents;
- properly documenting the transfer of the business share;
- addressing the corporate steps relating to the change of ownership.
IMPORTANT TO KNOW:
When transferring a business share, it is not enough to consider only the agreement between the seller and the buyer. The company’s instrument of incorporation and its existing corporate arrangements may also affect the steps required. Preparation of the transaction therefore begins with a review of the relevant documents.
Legal assistance may include:
- reviewing the terms of the transaction;
- reviewing the relevant corporate documents;
- preparing the business share transfer agreement;
- handling the corporate legal steps connected with the change of ownership.
Legal Due Diligence
A focused legal review carried out in preparation for a business decision or transaction.
Before acquiring a company, purchasing an ownership interest or entering into another significant business transaction, it may be appropriate to review the corporate documents and legal relationships relevant to the decision.
The purpose of legal due diligence is to identify, before the decision is made, the legal circumstances and issues that may be relevant to the proposed transaction.
The review may cover, for example:
- the company’s principal corporate documents;
- its ownership and representation structure;
- contracts relevant to the proposed transaction;
- legal matters requiring further review or action.
IMPORTANT TO KNOW:
The scope of legal due diligence is not the same in every matter. It depends on the business decision or transaction being considered and on the legal issues that may be relevant to it. The scope of the review should therefore be tailored to the particular transaction.
Legal assistance may include:
- defining the purpose and scope of the review;
- reviewing the available corporate documents;
- identifying relevant legal circumstances and risks;
- providing a clear summary of the findings.
Voluntary Liquidation
Legal assistance with the corporate and company law aspects of bringing a company’s operations to an orderly close.
Where the owners decide to bring a company’s operations to an end, closing the company may require a series of related corporate and company law steps.
Before the process begins, it is therefore important to review the company’s position, the decisions to be made and the documents that will be required.
The process may involve, for example:
- the corporate decision required to commence the voluntary liquidation;
- preparing the related corporate documents;
- the legal steps required in the company registration procedure;
- further corporate decisions required during the process.
IMPORTANT TO KNOW:
Voluntary liquidation is not a single company registration step, but a process involving a number of connected tasks. Before commencing the process, it is therefore worth identifying the corporate decisions, documents and further legal steps that will be required.
Legal assistance may include:
- reviewing the corporate decisions required;
- preparing the related corporate documents;
- handling company law matters relating to the voluntary liquidation;
- coordinating further legal steps required during the process.
FOR OPERATING BUSINESSES
ONGOING LEGAL SUPPORT
FOR BUSINESSES
Not every corporate law matter falls within a predefined category. In the life of an operating company, situations may arise beyond those described above that require legal review, a corporate decision or the preparation of an appropriate document.
These may include, for example:
- legal matters relating to the operation of the company;
- ownership and corporate decisions;
- the preparation or amendment of corporate documents;
- specific contractual or company law matters.
Once the particular situation has been reviewed, the necessary legal steps and documents can be identified.
HOW WE WORK TOGETHER
How does a corporate matter begin?
01.
INITIAL
CONTACT
Send me a brief outline of the matter, your objective and, for an existing company, the company name and your contact details.
02.
MATTER
REVIEW
I review your enquiry and we discuss the key circumstances, together with any further information or documents that may be required.
03.
LEGAL
ASSISTANCE
Once the engagement is agreed, I prepare or review the necessary documents and explain the key legal issues in clear terms.
04.
HANDLING &
COMPLETION
I handle the agreed corporate law tasks and keep you informed of the key stages, progress and next steps throughout the matter.
Frequently Asked Questions
Legal representation is mandatory in company registration and registration-of-change proceedings. Legal assistance, however, begins before the formal procedure: the necessary corporate decisions and documents must first be prepared, followed by their appropriate submission as part of the company registration process.
Legal due diligence is a focused review carried out in connection with a particular business decision or transaction.
There is no single checklist that applies to every matter. The scope of the review depends on the decision being considered, the company concerned and the legal issues that may be relevant to the transaction.
A corporate amendment may be required, for example, if the registered office, the members, an executive officer or other registered company information changes. In some cases, the change also requires a corporate decision and amendments to the relevant documents.
This depends on the nature and complexity of the task, the information and documents available and the particular procedure involved.
I therefore discuss a realistic timeframe after reviewing the specific matter rather than before its details are known.
The exact legal fee can be determined once the circumstances of the particular matter are known.
Have a corporate law question?
Send me a brief outline of the corporate matter for which you require legal assistance.