Business Services
Company Formations
We can either provide ready-made shelf companies, with standard Memoranda and Articles of Association, or create these on a bespoke basis.
We would strongly recommend the latter approach, as this is more likely to meet the requirements of the individual and the aims of the Company being formed.
Shareholder Agreements
This type of agreement forms the backbone of good Corporate Governance and provides the means whereby the Business is not adversely affected by the death, disability, incapacity or disqualification of the shareholder. They must be used whenever you have Shareholder Protection policies.
Partnership Agreements
A Partnership is, apart from being a sole trader, one of the easiest forms of business structure. However, unless you have a Partnership Agreement in place, then the business is subject to an archaic set of Victorian rules that, if not otherwise varied, could lead to the business being wound up.
In more detail, if there is no Partnership Agreement then the partnership is defined as ‘A Partnership at will’ and is governed by the Partnership Act 1890. Under this Act, the only way a partner can be expelled is to bring about the dissolution of the partnership. In addition, a Partnership at will automatically ends upon the death, retirement or bankruptcy of a partner. Any partner can choose to end a Partnership at will either without giving notice or reason to the other partners.
Limited Liability Partnership Members Agreements
Limited Liability Partnerships (LLPs) came into existence 6th April, 2001 as a result of the Limited Liability Partnerships Act 2000 and offer some interesting advantages, both for existing and new businesses.
What is an LLP?
An LLP is, in some ways, a ‘cross’ between a conventional Partnership and a Limited Company.
One of the drawbacks of a conventional Partnership has always been the fact that each partner has unlimited liability for all the Partnership’s debts. Operating through a Limited Liability Company overcomes this problem, but a potential disadvantage is that a company is taxed as a separate legal entity. This can often lead to high National Insurance contributions on drawings and remuneration and a possible double charge to Capital Gains Tax when a Company realises a capital gain and the shareholders wish to share in the benefit.
Unless negligence is involved, a Member (Partner) in an LLP has liability only to the extent of their investment in the LLP. Although an LLP is a separate legal entity, tax is charged on a ‘transparent’ basis, i.e., profits are taxed to Income Tax on each Member (Partner).
In the case of an LLP which carries on a trade or profession, it is possible to avoid the ‘double Capital Gains Tax effect’ which applies to companies (whereby a Gain is taxed in the company and there is further tax to pay if profits are removed from the company)