Answer: The Model Articles of Association are very general. They are not suitable for small/micro businesses run by owner/directors as it lacks a way of resolving or preventing a deadlocked board, and if the board cannot agree on running the business, it will likely fail. Larger businesses will likely want to change the members’ voting structure and rights.
A director must act in accordance with the company’s constitution (such as the Articles of Association and resolutions) and exercise its powers for the purpose they were given.
What a director/shareholder can do is governed by the Companies Act 2006 and the company’s constitution. If you have the Model Articles of Association, two person companies can often find that they are deadlocked and unable to pass resolutions. Ensuring you have the right constitutional documents in place at the start is key to preventing business disagreements deadlocking a company.
They provide certainty for shareholders on matters that are not covered in the Model Articles of Association. They can be tailored to your specific needs, and unlike Articles of Association, they can be used to keep terms confidential.
This depends on the business structure. For example, whether it is a partnership or if it is a limited liability company and its constitution (the legal documents on the governance of the business). The key mechanisms that decide how disputes can be resolved will be contained in those documents as well as the legislation, and in particular, the Companies Act 2006.
We can review and make sure contracts are up-to-date and compliant. These are particularly important with client/customer contracts, employment contracts and any leases your business may have. A sensible buyer will check these points and issues can cause sales to fall through.
If you are buying a business, it will likely be the largest financial investment of your life, apart from your home. It is important to make sure that your hard-earned money is buying what you actually think you are buying. Moreover, a business’ value is hard to assess until you have done your full legal and financial due diligence. What if you are taking over a business with hidden contractual issues or cannot prove ownership of its machinery or equipment? Doing it properly can avoid these risks.
Depending on the circumstances, quite probably. A contract does not necessarily to be signed to come into force. A contract requires four parts:
1. An offer
2. The clear acceptance of that offer
3. Consideration. This can be the exchange of something of value such as goods, services or money.
4. Finally there must be the intent to create legal relations.
Different commercial properties require different standards of compliance within the law, as well as if there are any Leases. We can review what your commercial property's needs are and advise you on how to keep your property compliant.
There are two main forms you will need to fill out. They are called CPSEs and are around 10 pages each. They will go through any tenants you have, service charges, as well as any fire or asbestos regulations. You will also need to make sure any Leases are available to review.
There are two routes you can use to evict your commercial tenant. The first is to look at the Lease and see what that sets out for you to follow to evict. If this is poorly drafted or is silent then you will have to use the statutory route of giving notice. It can be complicated and depends on what type of Lease you have. But we will be able to guide you through whichever route is needed.
The first thing to do is to get in touch with us. We can review the lease and let you know if it does include an extension clause and if not, we can explore options to amend. We will contact the other side for you and begin negotiations.
Private Client FAQs
This depends on what changes you would like to make. A small change, such as adding a gift, would be a codicil, but if you wished to change whole paragraphs, we would recommend rewriting your Will so there is no confusion.
Yes, a marriage/Civil partnership will void a Will so if you would like your assets to go someone else other thank your new husband or wife, then you need to ensure a new Will is drafted.
No, not all do but these are limited cases such as charities. Please call one of our solicitors to check if your trust needs to be registered.
When you request an estimate of fees, we try to include as many of these fees as possible such as Stamp Duty, the fee to register the property, and any search fees. We also remind you that other fees, such as estate agent or surveyor fees, may also apply.
About 90% of all residential property is now registered on Land Registry so first step will be to look on here, unfortunately the plans can be unclear. The next step would be to look at old plans or just discuss with neighbours the best course of action.
A Lease is made up of the written contract and the law, you can add or remove clauses as you wish so each lease can be different. We are more than happy to look over the Lease and see what we can do to help.
The main paperwork you will need to sign is a mortgage deed. We can give you independent legal advice and go through the documents and explain the risks.
A lifetime mortgage is a type of equity release usually given to people over the age of 55. The mortgage will have to be fully repaid if they go into care or when they die.
If you are going through a divorce, then your solicitor should be advising you on what is best for you and what you are entitled to. If you are getting divorced without a solicitor our family team will be happy to advise you on the transfer aspect.
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