CORPORATE LAW

Services

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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.

CORPORATE LAW

Services

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

Yes, this is a common service here at Jamieson Law. Whether it be preparing your business to be sold (covering all legal documentation etc) or assisting you with the purchase of a business (research into the company you wish to acquire, legal documentation) we can help.

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

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 documents for businesses, like Shareholders’ Agreements, Joint Venture Agreements, Partnership Agreements, Articles of Association and Asset Purchase Agreements.

This refers to the structure in which you will set you your business, whether it be a sole trader, a limited liability partnership or a limited company. You have to choose one of these when setting up. Each have different benefits and disadvantages relating to financial ability, tax, and you should think carefully about which suits your business needs.

Registering your business will completely depend on your legal structure (i.e., sole trader, limited company etc). 

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 – https://www.gov.uk/limited-company-formation/register-your-company 

If you are a sole trader, you don’t need to register. Instead, you need to register with HMRC and complete an annual self-assessment tax return, here is more information -https://www.simplybusiness.co.uk/knowledge/articles/2020/11/how-to-do-a-self-employed-tax-return/ 

In Ireland, if you are setting up a business as a sole trader or a ltd company, then you must register with the CRO. It costs as little as €20 and you can do it here -  https://www.cro.ie/en-ie/

Setting up  a limited company may be the best option for you if you are well established as a sole trader that has increasing profits. If you are growing quickly, you may consider setting your business up as a limited company. An important part of  business structure is tax implications, so keep this in mind!

This is why corporate law is important. When going into business with another, whether it be a friend, acquaintance, or someone you don’t know too well, you need to protect your own interests as well as the businesses. This includes drafting up the likes of Shareholders’ Agreements or Partnership Agreements with your business partner.

UK office: G2, 2 Milverton Grange, Glasgow G46 7AU
Ireland office: Cushenstown, Garristown, Meath A42 FY83

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