CORPORATE LAWYERS

Services

Corporate Lawyers

Your legal team at Jamieson Law are corporate law experts. Working with businesses large and small around the UK and Ireland, our experienced lawyers offer practical, crystal-clear advice across a range of services.

How we can help:

Maybe you are taking your first steps towards starting a new business and need help with drafting a shareholder/founder agreement to ensure you’re protected. Or perhaps you are looking for support with a business acquisition or joint venture. Wherever you are at on your journey, our solution-focused advice is tailored to support and nurture your business growth.

The Jamieson Law difference:

From the outset, our friendly team will take the time to get to know you and your business. We are fast-acting, efficient and always transparent in our advice and communication. Protecting you and your investment from unnecessary risk is our priority. When you work with Jamieson Law, you get a legal team that is on your side and by your side, so that you can focus on growing your business.

Why choose us:

  • Award winning law firm.
  • Free initial video consultation with a member of our legal team.
  • Fixed-fee pricing, no hidden extras.
  • Pragmatic, solution-focused advice.
  • Quick turnaround with agreed delivery times.

For more details about the corporate law services that we offer, visit the quick links below.

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SHAREHOLDERS AGREEMENTS

What is a Shareholders’ Agreement?

This is a document drafted for all or some of the shareholders in a company. It’s a private contract that regulates the relationship between shareholders. It outlines company management, share ownership, how shareholders are protected and how the company is run. This agreement protects shareholders if something goes wrong in the relationship or within the company. 

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HEADS OF TERMS

What is a Heads Of Term Agreement?

A Heads of Terms Agreement is a document which underlines the main terms of a commercial contract that is agreed between the parties in a transaction. 

This is not a legally binding document, meaning it doesn’t bind the parties to the terms the agreement contains.

It can be used for purchasing a company or for joint ventures. It will set out the main terms of the deal for purchasing the company, but it doesn’t legally oblige anyone to fulfil those terms.

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SIMPLE SHARE TRANSFERS

Can you help with simple share transfers?

Absolutely! Whether shares are being transferred in exchange for payment or for goods / services, we can help out. 

We will walk through the process with you and help complete key documentation, like the Stock Transfer Form and other necessary transfer documentation (this will vary depending on any restrictions in place, the type of company etc).

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JOINT VENTURE AGREEMENTS

What’s is a Joint Venture Agreement?

A Joint Venture is a business arrangement between two (or more) businesses that agree to pool together their resources to work together on a specific project. It’s a business collaboration, usually used to mix different areas of expertise to benefit all parties involved. A ‘JVA’ is the contract that sets out the duties, obligations and contributions of each member involved. It outlines the purpose of the joint venture, how management works, and terms for dissolution. 

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ARTICLES OF ASSOCIATION

What are Articles of Association?

This is a constitutional document which is needed when forming a limited company.

It is a set of documents that outlines the rules and restrictions regarding how a company is governed and how it operates. It includes essential information about how it is run, how decisions are made, who can own and manage the company and the rights and responsibilities of any members / directors. It should also outline what activities the company itself can engage in.

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SHARE PURCHASE AGREEMENTS

What is a Share Purchase Agreement?

A Share Purchase Agreement (an ‘SPA’) is usually entered into between a buyer and a seller of shares in a company. This document should clearly underline what is being sold, who it is being sold to and for how much and it should cover any other responsibilities and liabilities.

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PARTNERSHIP AGREEMENTS

What is a Partnership Agreement?

A Partnership Agreement is a contract that outlines the rights, responsibilities, and obligations of each partner in a business partnership. It should also outline the profit and loss distribution of each partner and how the business is run.

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ASSET PURCHASE AGREEMENTS

What is an Asset Purchase Agreement used for?

An Asset Purchase Agreement is used when assets in a company are being sold / purchased. This agreement outlines the T&C’s relating to that sale or purchase.

Sometimes instead of purchasing all of the shares in a company (meaning both assets and liabilities), a buyer may just buy certain company assets. So, an ‘APA’ allows the buyer to pick and choose which assets they want to purchase and identify which liabilities they will be taking over.

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INVESTMENT ROUND LEGAL ASSISTANCE

Can you help with simple share transfers?

Is gaining investment on the cards for your business in the future? Then you’ll want to make sure your legal ducks are in a row, so you have the best possible chance of securing it

We’re here to help you throughout your investment round process, being that port of call for all things legal until the very end.

Your legal team at Jamieson Law are corporate law experts. Working with businesses large and small around the UK and Ireland, our experienced lawyers offer practical, crystal-clear advice across a range of services.

How we can help:

Maybe you are taking your first steps towards starting a new business and need help with drafting a shareholder/founder agreement to ensure you’re protected. Or perhaps you are looking for support with a business acquisition or joint venture. Wherever you are at on your journey, our solution-focused advice is tailored to support and nurture your business growth.

The Jamieson Law difference:

From the outset, our friendly team will take the time to get to know you and your business. We are fast-acting, efficient and always transparent in our advice and communication. Protecting you and your investment from unnecessary risk is our priority. When you work with Jamieson Law, you get a legal team that is on your side and by your side, so that you can focus on growing your business.

Why choose us:

  • Award winning law firm.
  • Free initial video consultation with a member of our legal team.
  • Fixed-fee pricing, no hidden extras.
  • Pragmatic, solution-focused advice.
  • Quick turnaround with agreed delivery times.

For more details about the corporate law services that we offer, visit the quick links below.

handshake

SHAREHOLDERS AGREEMENTS

What is a Shareholders’ Agreement?

This is a document drafted for all or some of the shareholders in a company. It’s a private contract that regulates the relationship between shareholders. It outlines company management, share ownership, how shareholders are protected and how the company is run. This agreement protects shareholders if something goes wrong in the relationship or within the company. 

handshake

JOINT VENTURE AGREEMENTS

What’s is a Joint Venture Agreement?

A Joint Venture is a business arrangement between two (or more) businesses that agree to pool together their resources to work together on a specific project. It’s a business collaboration, usually used to mix different areas of expertise to benefit all parties involved. A ‘JVA’ is the contract that sets out the duties, obligations and contributions of each member involved. It outlines the purpose of the joint venture, how management works, and terms for dissolution. 

handshake

SHARE PURCHASE AGREEMENTS

What is a Share Purchase Agreement?

A Share Purchase Agreement (an ‘SPA’) is usually entered into between a buyer and a seller of shares in a company. This document should clearly underline what is being sold, who it is being sold to and for how much and it should cover any other responsibilities and liabilities.

handshake

PARTNERSHIP AGREEMENTS

What is a Partnership Agreement?

A Partnership Agreement is a contract that outlines the rights, responsibilities, and obligations of each partner in a business partnership. It should also outline the profit and loss distribution of each partner and how the business is run.

handshake

ARTICLES OF ASSOCIATION

What are Articles of Association?

This is a constitutional document which is needed when forming a limited company.

It is a set of documents that outlines the rules and restrictions regarding how a company is governed and how it operates. It includes essential information about how it is run, how decisions are made, who can own and manage the company and the rights and responsibilities of any members / directors. It should also outline what activities the company itself can engage in.

handshake

ASSET PURCHASE AGREEMENTS

What is an Asset Purchase Agreement used for?

An Asset Purchase Agreement is used when assets in a company are being sold / purchased. This agreement outlines the T&C’s relating to that sale or purchase.

Sometimes instead of purchasing all of the shares in a company (meaning both assets and liabilities), a buyer may just buy certain company assets. So, an ‘APA’ allows the buyer to pick and choose which assets they want to purchase and identify which liabilities they will be taking over.

handshake

HEADS OF TERMS

What is a Heads Of Term Agreement?

A Heads of Terms Agreement is a document which underlines the main terms of a commercial contract that is agreed between the parties in a transaction. 

This is not a legally binding document, meaning it doesn’t bind the parties to the terms the agreement contains.

It can be used for purchasing a company or for joint ventures. It will set out the main terms of the deal for purchasing the company, but it doesn’t legally oblige anyone to fulfil those terms.

handshake

SIMPLE SHARE TRANSFERS

Can you help with simple share transfers?

Absolutely! Whether shares are being transferred in exchange for payment or for goods / services, we can help out. 

We will walk through the process with you and help complete key documentation, like the Stock Transfer Form and other necessary transfer documentation (this will vary depending on any restrictions in place, the type of company etc).

FREQUENTLY ASKED QUESTIONS ABOUT

Corporate Law

Corporate law is a branch of business law. It covers matters like company formation, governance and maintenance of businesses as legal entities, amongst other things. 

Corporate law comes in to play if you are in business with a partner, are looking to attract investment or if you are planning to sell your business. 

Corporate law covers several areas of important legal documentation for businesses, like Shareholders’ Agreements, Joint Venture Agreements, Partnership Agreements, Articles of Association and Asset Purchase Agreements.

A business legal structure is a classification used by government offices to define how your business operates. 

Whether you decide to operate as a sole trader, a limited liability partnership or a limited company, each option comes with different benefits and disadvantages. Choosing the right legal structure is an essential part of building your business, so it’s important to think carefully about which suits your business needs.

How you register your business will completely depend on your business legal structure.

If you are a sole trader, you don’t need to register with Companies House. Instead, you need to register with HMRC and complete an annual self-assessment tax return. Find out more here.

If you are starting a limited company, or a limited liability partnership, you are legally required to register with Companies House. This is called company incorporation. It costs £12 and you can do so here.

In Ireland, if you are setting up a business as a sole trader or a limited company, then you must register with the CRO. It costs as little as €20 and you can do it here.

If you are a sole trader, then you and your business are considered to be one legal entity. If you register your business as a limited company, then the company is considered to be a separate entity, not linked to you or your stakeholders.

The easiest business structure to set up is sole trader. It costs nothing and is quick. Once you are up and running, it involves less paperwork and fewer legal obligations. It’s ideal for self-employed traders and freelancers. However, you might be at a disadvantage when it comes to attracting big contracts and accessing business finance and growth funding.

Setting yourself up as a limited company means that whatever happens to your business, your personal assets remain separate from those of the company. It can also be easier to raise funding and attract bigger customers. However, being a limited company is a little more complicated than being a sole trader. It’ll cost more, involves more paperwork and can be more complicated.

If you decide to go into business with another person, even if it’s your best friend and someone you trust completely, you must protect your own interests and those of the business. Depending on the nature of your business, this could be Shareholders’ Agreements or Partnership Agreements.

Launching a business or new idea can be expensive, very few people will be able to raise all of the funds needed from their own savings. That’s where investment comes in. We guide businesses through the process of attracting funding from potential investors, supporting you at every stage of business growth. 

Funding progresses through five rounds, with each round reflecting the stage of growth that your company is at.

Pre-seed funding 

Pre-seed funders are often the business owner themselves, or their friends and family. These early investors are not usually looking for an immediate return; they are more interested in providing altruistic support.

Seed funding

Seeding is the first ‘serious’ money that a business owner raises. Seed funding is essential for helping you to develop your products or invest in marketing to grow brand awareness in your market niche. It is often the only funding you’ll need to get you on your journey to success. Seed funders tend to accept greater levels of risk because they are willing to invest in an unproven business. 

Series A funding

Series A funding is about taking the next steps towards long-term profitability and investors expect to see a money-making growth strategy in place.

Series B funding

By this point, a business looking to attract more investment will be well-established and focusing on growing the company to meet the demand for their products or services. Series B investors are similar to Series A investors, but they will have more experience in later-stage growth.

Series C funding

A business looking to expand, maybe overseas or through acquisition of another company, will seek out Series C funding. This final stage of funding is a large cash injection that allows a business to rapidly scale and create a good return for investors.

Yes! We work on transactions across all industry sectors. Our broad experience means we can advise everyone from first-time buyers to experienced directors focussing on expansion. Whether you are buying or selling, we work closely with our clients to deliver the legal documentation needed for a successful business transaction. 

We don’t just offer support around the sale of a business. Our HR team are experts in bespoke employment law advice and HR legal support. This means that we can advise on employee related concerns during the transaction, such as employment agreements or TUPE. Our intellectual property lawyers can also provide legal support around the transfer of copyright and trademarks to a new owner.

PHONE

UK office: Hudson House Business Centre, Hudson House, 8 Albany Street, Edinburgh, Scotland, EH1 3QB

Ireland office: Cushenstown, Garristown, Meath, A42 FY83

*We’re regulated by the Law Society of Scotland and our Irish firm is regulated by the Law Society of Ireland. This doesn’t mean we can only advise Scottish or Irish clients - we work with clients across the UK and Ireland on business and brand protection matters. We do not deal with matters surrounding disputes and litigation. We are qualified in English, Scots and Irish law. We can also advise on New York and California law*

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