Business Formation and Structuring
We can advise on various business platforms from formation of companies, partnerships and LLP’s.
Limited companies offers inherent advantages on liability and taxation. We can identify company names available, register companies at Companies House, manage appointment of directors and other initial procedural matters such as directors appointments and Shareholders Agreements.
Traditional Partnerships carry individual unlimited liability. Partners will need to agree various matters such as capital contribution, profit and loss share, specific roles of partners and decision making.
We can provide agreements to meet with all situations
Once a business starts trading it will need clarity on its legal obligations either when obtaining services or supplying them to limit or mitigate risk. Our “Transactional” Advisory will give a detailed brief to clients on the limits of their obligations. For example how and when a contract can be safely terminated.
Typically a business will need documentation and advise on the following:
- Terms and Conditions of Business
- Commercial Agreements
- Directors Personal Guarantees
- Company Filings at Companies House
- Non Disclosure Agreements
- Regulatory Compliance (FCA / GDPR)
- Internal Corporate Organisation
A growing business will require employees and contractors to provide various services. We can provide suitable documents to ensure your business is protected and fully compliant with legislation.
Arrange a confidential consultation with our corporate team. Fixed-fee scoping calls available.
Frequently Asked Questions
When should I instruct a solicitor for company formation?
Straightforward incorporations can be handled directly through Companies House. You should instruct solicitors when there are multiple founders, external investors, deferred consideration arrangements, or where constitutional documents need to be tailored to the specific deal.
What is the difference between a Shareholders' Agreement and Articles of Association?
Articles are public constitutional documents filed at Companies House. A Shareholders' Agreement is a private contract that can cover matters you do not want on the public record - pre-emption rights, drag-along provisions, reserved matters and board composition, for example.
Can Hayhills act for both the company and its shareholders?
In many formation situations, interests are aligned and we can act for all parties on agreed terms. Where conflicts arise or are likely to arise - for example, in contentious restructurings - separate representation will be required.
What types of UK entity can you set up?
We advise on private limited companies, LLPs, limited partnerships, holding company structures, and joint ventures registered in England & Wales.
Do you prepare shareholder and partnership agreements?
Yes. We draft bespoke shareholder agreements, LLP agreements, articles of association and founder arrangements aligned with the commercial deal.
Can you advise on group restructuring?
We advise on inserting holding companies, share-for-share exchanges, hive-downs and intra-group reorganisations on a commercial basis.
How long does it take to incorporate a company?
A straightforward incorporation at Companies House is usually completed within 24 to 48 hours. Where we prepare bespoke articles, a shareholders' agreement or founder arrangements, the timetable depends on how quickly the commercial terms are agreed between the parties.
Should I set up a limited company or an LLP?
A private limited company is owned by shareholders and run by directors, with profits subject to corporation tax. An LLP gives members partnership-style flexibility with limited liability, and profits are taxed in the members' hands. The right structure depends on how you intend to share profits, raise investment and run the business.
Do I need a shareholders' agreement if I am the only owner?
A sole owner does not need one immediately, but it is worth putting an agreement in place before you bring in co-founders, investors or employees who will take equity. Agreeing terms early, while interests are aligned, helps avoid disputes later.
Can you help with founder share arrangements and vesting?
Yes. We prepare founder arrangements including share vesting, good and bad leaver provisions and restrictions on transfer, so that equity reflects continued involvement and the position is clear if a founder leaves.