Corporate & commercial solicitors in West Hampstead, London

We act for businesses and for the people who own and run them, including:

• Owner-managed businesses and SMEs
• Companies with international shareholders
• Business owners and shareholders buying, selling or leaving a business
• Individuals and businesses based overseas establishing a business in the UK
• Property investors and developers entering joint ventures or setting up company structures

• Business incorporations and structuring

  Setting up a company, or changing the structure of an existing one, including share classes, articles of association and who controls the business. Directors and people with significant control must have their identity verified, either directly with Companies House or through an authorised corporate service provider.

• Commercial contracts

  Drafting, reviewing and negotiating the contracts a business relies on.

• Business acquisitions and disposals

  Buying or selling a business, either as a sale of the company's shares or a sale of its business and assets. The choice affects which liabilities the buyer takes on and the position of the employees, so it is normally settled early.

• Joint ventures and partnerships

  Documenting how two or more parties will work together, through a jointly owned company, a contract or a partnership, including contributions, decision-making and exit. Where the partners have not agreed otherwise, a general partnership is subject to the default rules in the Partnership Act 1890, which may not suit them.

• Shareholders' agreements

  Setting out how shareholders take decisions, transfer shares and leave the company, and what happens if they disagree. Unlike the articles of association, which are filed at Companies House and open to public inspection, a shareholders' agreement is usually a private contract.

• Employment and consultancy agreements

  Preparing employment contracts and consultancy agreements.

1. Initial discussion

   We discuss what you want to achieve, who else is involved and any deadlines, and tell you what information and documents we will need.

2. Engagement and checks

   Before work begins, we confirm in writing the scope of our instructions and how our fees will be charged. Where anti-money laundering rules apply, we must also verify your identity and, where you act through a company, who owns and controls it.

3. Heads of terms

   On a sale, purchase or joint venture, the main commercial terms are usually recorded first in heads of terms. These are generally not legally binding, apart from points such as confidentiality and exclusivity.

4. Due diligence

   A buyer usually investigates the business before committing, through written enquiries and a review of its contracts, employees, property, company records and any disputes.

5. Drafting and negotiation

   We prepare or review the main documents, such as the sale agreement, shareholders' agreement or commercial contract, and negotiate them with the other side. On a sale, the seller usually gives warranties about the business and discloses known exceptions in a disclosure letter.

6. Completion and afterwards

   Signing and completion may take place on the same day, or be separated where consents or other conditions must be met first. After a share sale, the register of members is updated, the necessary Companies House filings are made and any stamp duty due on the share transfer is paid, usually by the buyer.

Fees agreed at the outset depending on the nature and complexity of the transaction.