Overview of our legal services

Here is a list of our general commercial services, if you want to know more, please do get in touch with us

Sole Trader

Where one business owner holds the business assets personally and trades as an individual and is very common. Many sole traders call themselves a ‘firm’ but that is misleading. No particular agreement is needed with yourself as a sole trader! We can help with your negotiation of agreements with third parties such as the NHS or your Landlord

Partnership

These automatically arise when 2 or more persons carry on business with default statutory terms and are better drafted expressly by us to suit your circumstances with a Partnership Agreement. Particular care can be given to the respective capital input by the partners and their sharing of profits and losses

Expense Sharing Agreements

These are quite common in the dental world where the two dentists want to share common expenses like a receptionist and premises but no further. Care needs to be taken that the parties have not inadvertently formed a partnership which has joint and several liability issues for the parties involved

LLP Agreements

Professional practices such as lawyers are using limited liability partnerships or LLPs as the entity enjoys limited liability but care needs to be taken in drawing up these agreements as they are a hybrid entity subject to company and partnership law! The owners are called members and not partners!

Company Formation or Incorporating

Business is often done so that the share owners enjoy limited liability as against creditors. Where a private limited company and there is more than one shareholder it is advisable to have a Shareholders Agreement that sets out the ‘quasi’ partnership arrangements between the shareholders. This document can be private and not on a public register. It allows the shareholders to have privity of contract between them. A shareholder’s agreement is often used to protect minority interests in a company and put some sort of check and balance on the majority shareholder(s)

Cross Option

◾The death of a shareholder or partner or LLP member can cause a problem for the surviving business owner(s) in obtaining the capital to pay their former colleague’s estate. Most surviving business owners do not want the deceased owner’s spouse/partner or children to become a joint business owner (as they may well not have the required qualifications or skill sets) and a Cross Option can deal with this by putting in trust the respective business owners life policies for the other(s) to pay out the deceased’s estate.

Service Contracts for Directors

These are needed for Directors and often require involved advice regarding restrictive covenants. i.e. the ability for the employer business to prevent the director competing with the business after they leave!

Employment Contracts and policies and disputes for staff

Great care needs to be taken with the drafting of employment contracts and related Firm policies

Locum contracts/ Associates and Consultants Contracts with care being taken to avoid creating employment rights for them

Care needs to be taken that you do not give locums or associates full employment rights. We can help here

Transfer of Undertakings or TUPE

Commonly occurs on ‘asset sales’ and ‘restructuring’ and great care needs to be taken with staff consultation and their ‘preserved’ rights prior to /during and after any ‘transfer’ date (or completion of the asset sale of a business

Business Sales

Share sale or Share Purchase Agreements generally do not involve TUPE as the ‘undertaking’ (or Business) does not ‘transfer’ but the share ownership does! Similar processes are involved as with an asset sale but it must be remembered that with a share purchase that the new shareholders are inheriting all the liabilities of the company they are acquiring from creditors to tax liabilities and hence the process of Due Diligence and the provisions in the purchase agreement such as warranties take on a critical role in dealing with these liability risks for the buyer!

Lasting Powers of Attorney

Lasting Powers of Attorney should always be considered for Business owners to cover the situation where they are incapacitated mentally or physically

Wills

A Will is advisable for many reasons including avoiding intestacy/ tax planning re Inheritance Tax and considering your estate’s ability to enjoy Business Property Relief (BPR). You can also appoint an executor to specifically to deal with your Business Assets.

Residential Conveyancing

We can help with your home and buy to let properties and any re-mortgage requirements

T & C's

Terms and Conditions are important to have drafted bespoke for your Business and where you are entering into contractual terms with third parties to minimise your exposure to risk

Joint Venture Agreements

Joint Venture Agreements are commonplace and often regulate the input of assets, capital and time of the parties

Commercial Leases

Commercial Leases are usually Business Leases under The Landlord and Tenant Act 1954 and require careful drafting. Normally the lessee enjoys security of tenure or the right to renew the lease for a similar length of time. The Landlord has various statutory grounds to object to such a renewal including redevelopment of their premises provided bone fide

Licenses

Licences for land or property tend to be less secure for the licensee than a Business Tenancy. We can draft short-term letting agreements

Overage Agreements

Overage Agreements are useful where you do not have the time or resources to look into the development potential of your premises or land now but allow you to take a percentage of an uplift due to the planning use changing and the land value of your premises after you have sold it!

Freehold sale and Purchase

We deal with residential and commercial property. We can deal with conditional contracts and options for freehold land.
We also deal with contract conditional upon planning consent being obtained

Franchise Agreements

Many businesses operate on a franchise model and in particular Opticians. We have experience of drafting and negotiating these documents

Trust Documents

Trust documents are often used to better set out the rights and obligations that two or more asset owners have in relation to each other.
For instance in a declaration of trust where two people hold a property the trust deed provisions could include a right of pre-emption for the remaining owner to buy out the other