Corporate Law

Shareholders Agreements

if you are obtaining shares in a company or setting up a company with multiple shareholders (more than one shareholder) then we believe it is vital to have a properly drafted Shareholders Agreement in place. It is vital because you need to do what you can to properly record the agreement that you have in place in relation to your shares. For example, if a third-party or a business wants to purchase the company then it is important for majority shareholders to have drag-along clauses in place so that they are able to drag along minority shareholders to sell with them.

You may need to draft a Shareholders Agreement that has multiple investors investing in your business. We can help you create a cap table for your start-up and work with you to make sure that the investors are commercially satisfied with the Shareholders Agreement that you have put forward for them to consider.

We can also help investors that have received a Shareholders Agreement for a business or a start-up by guiding the investor through the process and advising them on particular clauses within the agreement. We have previously acted for large angel investors, venture capitalists (VC’s) and crowd funding platforms when a business is looking to raise funding and require advice on the legal process involved for raising funds and drafting up a Shareholders Agreement.

 Share Option Schemes

EMI Share Option Schemes are a tax-efficient way for employees to benefit from receiving shares in a company.

If you work for a company with assets of £30 million or less, it may be able to offer Enterprise Management Incentives (EMIs).

Your company can grant you share options up to the value of £250,000 in a 3-year period.

You won’t have to pay Income Tax or National Insurance if you buy the shares for at least the market value they had when you were granted the option.
If you were given a discount on the market value, you’ll have to pay Income Tax or National Insurance on the difference between what you pay and what the shares were worth.

In order to set up the EMI scheme, we can draft your option scheme rules in the form of an agreement between the company and the employees.
We have a set-approach for EMI Scheme registration by following these steps:
1. obtaining advance assurance from HMRC;
2. producing the option scheme contractual documentation;
3. agreeing a current share valuation with HMRC to determine the exercise price;
4. registering the EMI Scheme online;
5. sending notification of the grant of the EMI options to employees/HMRC as appropriate;
6. submitting the EMI scheme returns as appropriate; and
7. signing the EMI agreement.

We can help with the whole EMI Scheme process from start to finish covering all the above steps.

The price of the shares under the option are fixed when the options are granted and this is notified to HMRC.

LLP Partnership Agreements

We are able to draft complex Limited Liability Partnership agreements –in an LLP business structure various commercial objectives are required to be met, such as what happens in relation to the capital contributions and the drawings, what is the share of profits for each partner in within the LLP framework. It is these questions that help secure a strong LLP agreement that has no ambiguities.

We are able to also draft general partnership agreements between two separate individuals and have particular expertise in this area. 

Loan Documentation

Whether you wish to provide a personal loan to another individual or if you are a business that wants to give a loan to another individual or to another business, we can help you draft and construct a loan agreement or a facility agreement. We will go through your commercial objectives and work with you to draft clauses relating to drawings, interest, repayments and what happens in the event of a default. We can also help advise you of the best process to follow between the borrower and the lender.