Company Law Solicitors
Setting up and running a business brings many challenges. Finding the right legal support will give you the benefit of expert advice and free you up to concentrate on company growth.
Based in Gloucester, Tayntons’ team of corporate lawyers can advise you on all aspects of company law. Our team has many years of experience in working with local and national businesses in respect of their corporate legal matters.
Our company law expertise includes:
- Setting up companies
- Articles of Association
- Shareholders’ agreements
- Directors’ duties and corporate governance
- Share sales and purchases
- Dissolving companies
We will make sure that your business has a sound legal basis and the help you need to succeed through every stage of your business journey. We offer expert legal knowledge underpinned by a seasoned commercial mindset to achieve solutions that work from a legal and business perspective.
Our commercial department also offers expertise in other relevant areas, including employment law, commercial property, commercial dispute resolution and commercial litigation
We offer a free initial consultation for corporate clients so we can discuss your needs, then explain how we can help and the likely costs involved.
You can speak to one of our company solicitors by calling 0800 158 4147 or you can request a call back.
How our company law solicitors can help your business
Setting up companies
Starting a company from scratch can be daunting. We will make sure you have all of the right documents in place so that you can be sure your business is legally sound from the start and that it complies with the obligations contained in the Companies Act 2016.
We can advise you in respect of your ongoing duties as a director, such as filing accounts and calculating and paying tax liabilities.
Articles of Association
Articles of Association are the agreement that is made between a company and its shareholders. It should be drawn up with your particular business in mind. The Articles will deal with the appointment of directors, their powers and responsibilities, treatment of the income and capital of the business, the issuing of new shares, payment of dividends, sale of shares and shareholders’ voting rights.
We can advise you on the best management structure for your company and make sure that your Articles of Association reflects this, for example, requiring shareholder approval for the sale of major assets, the purchase of another business or the taking on of credit.
Shareholders’ agreements can be drafted to give different rights to different categories of share, including voting rights, rights to receive a dividend and the right to receive capital on the sale or liquidation of the business.
We will work with you to ensure your shareholders have the combination of rights that you want to maintain a balanced business.
Directors’ duties and corporate governance
Directors are required to comply with legal regulations and deal properly with the company administration. We can advise you on your obligations and work with you to make sure that you stay up to date with everything that you need to do in respect of company compliance.
Share sales and purchases
Buying and selling company shares will involve the drawing up of an agreement for sale, which will include warranties, indemnities and restrictive covenants. These can be enforced by the courts if they are breached, so it is important to make sure that they are in your best interests.
We will work with you to agree an acceptable share sale or purchase and protect your rights so far as is possible.
There is a set process to go through when a company is at an end with several conditions that must be met. These include no trading during the last three months of the business’s life, no change of name during that time and no threat of liquidation, other insolvency proceeding or creditors’ agreements.
Responsibilities include paying out all money owed, including employee pay and tax liabilities, closing accounts, including HMRC’s payroll scheme, distributing assets between shareholders before the dissolution and notifying all interested parties of the impending dissolution.
It is important that the process is complied with and that the steps are taken in the correct order. We can work with you to make sure that your company is dissolved correctly.
Company law FAQs
What is a company in company law?
A company is a legal entity that must be registered at Companies House. It is governed by the Companies Act 2006.
It will have directors and shareholders. The company constitution will be set out in a document called the Articles of Association.
When a company is limited, the directors and members will not be personally liable for debts unless they have acted in breach of the rules and regulations.
What types of company are there?
There are four main types of company in the UK, as follows:
Public Limited Company (known as a plc). A plc must have at least £50,000 of share capital. It can sell shares to the public.
Private Company Limited by Guarantee. Liability is limited to a pre-agreed amount which the guarantors would have to pay if the company should be wound up.
Private Company Limited by Shares. This is the most common type of company. Companies of this type will have the word ‘limited’ at the end of their names. There is no minimum capital investment and liability usually only extends to the company itself and its reserves.
Private Unlimited Company. This type of company is less usual as members are exposed to unlimited liability. It is used by businesses that wish to keep their financial status confidential, as there is no requirement to file annual accounts at Companies House.
Should I make my business a limited company?
Limiting personal liability for directors and shareholders offers a financial advantage if difficulties should arise but it is recommended that individuals take legal advice about the right structure for their business.
Is it better to be a company or sole trader?
A company is often held in higher esteem than a sole trader, which can be an advantage when it comes to attracting business and investment.
A limited company will usually pay less tax on profits than a sole trader. A company will be charged Corporation Tax at 19%, while a sole trader will pay Income Tax at between 20-45%. Funds can be left in the company rather than being withdrawn, further reducing the tax liability.
There are more regulations in respect of a company, with company compliance requiring regular reporting and filing of accounts.
What taxes do limited companies pay?
Corporation Tax is payable at a standard rate of 19%, with no tax-free allowance and no different rate bands.
Tax and National Insurance will need to be paid in respect of employees.
Dividends can be paid out of the company’s profits without the company paying tax, but the shareholders receiving the dividend may have to pay tax on the amount received, depending on their tax allowance.
Get in touch with our company law solicitors in Gloucester
To speak to one of our solicitors specialising in company law, please contact us today by calling 0800 158 4147 or you can request a call back.