Paris Smith LLPParis Smith LLPParis Smith LLPParis Smith LLPParis Smith LLPParis Smith LLPParis Smith LLPParis Smith LLPParis Smith LLP
Solicitor Southampton UKLegal advice from Southampton’s premier law firmSolicitors in Hampshire, South Coast England UKLitigation, Business Defence, Corporate Recovery and Insolvency, Family LawWills, Inheritance, Estate and Trust Administration, Tax, Buying and Selling your Home, Mediation and Collaborative LawParis Smith LLP is regulated by the Solicitors Regulation AuthorityCommercial Property and Planning services from Southampton#8217;s premier law firm

Constitutional

The constitutional structure of many businesses tends to be overlooked.

For most private limited companies owned by two or more shareholders the Articles of Association should be upgraded from those the company was incorporated with to include:-

  • permitted transfer provisions;
  • pre-emption rights and appropriate triggers to their application;
  • drag-along clauses; and
  • accelerated procedures for the addition and removal of directors.

These should strike the right balance between founders/majority shareholders and minority shareholders.Depending on percentage holdings and the members’ contributions in terms of cash or work for their shares it may be appropriate to back the Articles up with a simple contract (a shareholders’ agreement) between some or all of the shareholders.For more sophisticated structures different classes of shares may be used, in particular with 50-50 joint venture companies.

For partnerships and LLPs it is often the case that the preparation of an up to date and binding partnership agreement or members’ agreement has been overlooked.