Our corporate lawyers advise business owners, founders, directors, shareholders, partners and LLP members across England and Wales. Elite Law Solicitors provides clear, commercially focused advice on corporate governance, share purchase agreements, asset purchase agreements, shareholders’ agreements, LLP agreements, partnership agreements and articles of association. We help clients protect their position, allocate risk and document how a business will be owned, managed, bought or sold.
Early legal advice can prevent unclear authority, inconsistent documents and avoidable transaction risk. A corporate solicitor will explain the available options, identify the terms that matter and convert the agreed commercial position into effective legal documents. For an initial discussion, call 0800 086 2929, email info@elitelawsolicitors.co.uk or complete our Free Online Enquiry Form.
How our Corporate Lawyers can help
Our experienced corporate lawyers advise on the agreements, transactions and governance arrangements that determine how companies, partnerships and limited liability partnerships are owned and managed. Each service addresses a specific legal and commercial need:
- Corporate governance: Advice on directors’ duties, board and shareholder decision-making, conflicts of interest, constitutional requirements, corporate approvals and company records.
- LLP agreements: Preparing and reviewing limited liability partnership agreements covering management responsibilities, capital contributions, profit sharing, voting, member duties, retirement, expulsion and succession.
- Asset purchase agreements: Drafting and negotiating agreements for buying or selling specified business assets and liabilities, supported by legal due diligence, disclosure and completion documentation.
- Shareholders’ agreements: Documenting ownership arrangements, reserved matters, funding obligations, information rights, share transfers, leaver provisions, deadlock procedures and exit rights.
- Partnership agreements: Creating clear terms for business partnerships dealing with contributions, authority, management, profit and loss sharing, changes in partners, disputes and dissolution.
- Share purchase agreements: Advising buyers and sellers on company share acquisitions and disposals, including warranties, indemnities, liability limitations, price mechanisms and post-completion obligations.
- Articles of association: Drafting bespoke or amended company articles governing company management, shareholder decision-making and the rights attached to different classes of shares.
The appropriate document depends on the business structure and the outcome you want to achieve. Our corporate lawyers identify who should control decisions, what each party must do and how price, responsibility and liability should be allocated. Where the matter also requires tax, accounting, employment, property or regulatory advice, we can coordinate with the relevant advisers so that the legal documents support the wider transaction.
Share Purchase Agreements and Asset Purchase Agreements
A business acquisition or sale may be structured as a share purchase or an asset purchase. Under a share purchase agreement, the buyer acquires the company’s shares; the company continues to own its assets and remains responsible for its liabilities. Under an asset purchase agreement, the parties specify which assets, contracts and liabilities will transfer. Because the legal, tax and practical consequences differ, the structure should be considered before heads of terms are finalised.
Legal Support for Share and Asset Purchases
Our corporate lawyers assist buyers and sellers from the first confidential discussions through to completion. Our work may include non-disclosure agreements, heads of terms, legal due diligence, disclosure letters, corporate approvals and the negotiation of the share purchase agreement or asset purchase agreement. We also identify the completion documents, filings and post-completion steps needed to implement the transaction.
For a seller, accurate disclosure can reduce the risk of a later warranty claim. For a buyer, due diligence tests assumptions about ownership, contracts, employees, intellectual property, disputes, data protection, property and compliance. The purchase agreement then allocates identified risks through warranties, indemnities, liability limits, restrictive covenants, price adjustments and, where relevant, deferred consideration or an earn-out.
If you are considering a business sale or acquisition, early advice can prevent avoidable commitments and keep negotiations focused. Speak to our corporate lawyers on 0800 086 2929, email info@elitelawsolicitors.co.uk or use our Free Online Enquiry Form.
Shareholders’ Agreements and Articles of Association
A shareholders’ agreement is a private contract governing the relationship between shareholders and, often, the company. Articles of association form part of the company’s public constitution and regulate matters such as directors’ powers, shareholder decisions and rights attached to shares. A shareholders’ agreement is not compulsory, but it can address commercial arrangements that the Companies Act 2006 or standard articles do not cover in sufficient detail. The documents should be drafted or reviewed together so that they operate consistently.
Depending on the ownership structure, provisions may cover reserved decisions, appointment of directors, information rights, funding, dividends, transfers of shares, pre-emption rights, valuation, good-leaver and bad-leaver rules, deadlock, confidentiality and restrictive covenants. Drag-along provisions can allow a qualifying majority to require other shareholders to sell on the same terms; tag-along provisions can protect minority shareholders by allowing them to participate in a sale.
These arrangements are best agreed before a dispute arises and should be reviewed when ownership, management or strategy changes. Our corporate solicitors draft and review shareholders’ agreements and articles of association for founders, family companies, investors and management teams, matching the legal wording to the way decisions are intended to be made.
LLP Agreements and Partnership Agreements
An LLP agreement sets out the rights and obligations of members of a limited liability partnership. Without a bespoke agreement, statutory default provisions may apply and may not reflect the members’ intentions. The agreement can cover capital contributions, profit and loss sharing, management responsibilities, voting, member duties, restrictions, the admission of new members, retirement, expulsion, death and incapacity.
A partnership agreement performs a similar function for a traditional partnership. If the partners do not agree their own terms, the Partnership Act 1890 may govern important aspects of the relationship and produce unintended results. We prepare partnership agreements covering business assets, financial contributions, authority, drawings, profit and loss sharing, management, absence, restrictive covenants, the admission or departure of partners, dispute procedures and dissolution.
Corporate Governance and Directors’ Duties
The Companies Act 2006 is the central statutory framework for companies in England and Wales. Sections 171 to 177 set out directors’ general duties. Directors must act within their powers, promote the success of the company, exercise independent judgment and use reasonable care, skill and diligence. They must also avoid conflicts of interest, not accept benefits from third parties and declare interests in proposed transactions or arrangements.
These duties are generally owed to the company, not directly to individual shareholders. More than one duty may apply to the same decision, and additional obligations can arise under the company’s constitution, contract, insolvency law and sector-specific regulation. When insolvency is probable or the company is in financial difficulty, directors should obtain specialist advice promptly because the interests of creditors become increasingly important.
Good governance is not simply a filing exercise. Accurate board minutes, properly identified conflicts, valid resolutions and a clear record of the reasons for significant decisions can support lawful and effective management. We advise on board and shareholder approvals, delegated authority, constitutional changes, conflicts, share issues and transfers, and corporate records.
Our approach to Corporate Law
Our corporate lawyers begin by identifying the outcome you want, the people authorised to make decisions, the timetable and the issues that could materially affect your position. We then define the scope of work, explain the key stages and focus attention on matters affecting control, value, liability or completion.
Fees depend on the scope, complexity, value, condition of the records, number of parties and timetable. Once we understand the matter, we will explain the proposed basis of charging and any assumptions or exclusions. If the scope changes, we will discuss the effect before carrying out materially additional work.
Why choose our Corporate Lawyers?
Our experienced corporate lawyers provide focused advice across the seven services explained on this page. We combine clear legal analysis with practical drafting, so clients understand both what a document says and how it will affect control, responsibility and risk. You will have a clear point of contact, and we can coordinate related input from other advisers where a matter extends beyond corporate law.
Specialist Corporate Lawyer Mansour Mansour
Mansour Mansour is a Senior Associate Solicitor in our Corporate, Commercial & Media Law department, based in our Central London Office. He trained in the City as a corporate commercial solicitor and has advised on corporate transactions, corporate governance and shareholder strategy matters, as well as drafting commercial and service contracts. His experience supports clients who need clear advice on ownership, decision-making, transaction documents and the commercial relationships connected with their business.
Frequently Asked Questions about Corporate Law
When should I instruct a corporate solicitor?
Seek advice before signing heads of terms, buying or selling shares or assets, admitting a shareholder, partner or LLP member, or relying on standard constitutional documents. Early advice allows the correct agreement and decision-making structure to be chosen before commitments are fixed. It is also sensible to review existing documents when ownership, management or business strategy changes.
What information will my corporate lawyer need at the start?
For a company matter, useful documents include the articles of association, any shareholders’ agreement, statutory registers, recent Companies House filings and current share-capital details. For an LLP or partnership, provide the existing agreement, financial arrangements and details of the members or partners. For a share or asset purchase, heads of terms, corporate records, key contracts, accounts and a summary of the proposed transaction will help define the scope. Incomplete records should not delay advice, as identifying gaps may be an important first step.
How long does a share or asset purchase take?
There is no standard timetable. Timing depends on the parties’ readiness, due diligence, funding, third-party or regulatory approvals, the condition of the records and the number of issues to negotiate. A straightforward private transaction may progress in weeks, while a complex or regulated matter can take substantially longer. Early preparation and a clear allocation of responsibilities can reduce delay, but no completion date should be treated as guaranteed.
Can one solicitor act for both the buyer and seller?
Usually not. A buyer and seller normally have opposing interests in price, disclosure, liability and the allocation of risk, creating a conflict of interest. Each party should generally obtain independent legal advice. Similar issues can arise between a company and its founders, shareholders or investors; the need for separate representation depends on the circumstances and applicable professional conduct rules.
What is the difference between a warranty and an indemnity?
A warranty is a contractual statement about the business or company. If it is untrue and the buyer suffers loss, the buyer may have a claim subject to the agreement and the legal rules governing proof and damages. An indemnity is a promise to reimburse loss arising from a specified risk and may operate differently. Its value depends on the drafting, including definitions, liability limits, disclosure and the procedure for bringing a claim.
Do I need both a shareholders’ agreement and articles of association?
Often, yes. Articles of association form part of the company’s constitution, are filed at Companies House and bind the company and its members in accordance with company law. A shareholders’ agreement is private and can contain detailed personal obligations and commercially sensitive arrangements. Drafting the documents together helps ensure that voting, transfers, director appointments and remedies are consistent.
What happens if shareholders reach deadlock?
The answer depends on the company’s documents and the nature of the disagreement. A shareholders’ agreement may require negotiation, mediation, escalation to named decision-makers or a structured buyout mechanism. Without an effective process, the business may be unable to approve important decisions. Legal advice should be taken before triggering formal provisions or making allegations, because the available remedies and risks are fact-sensitive.
What is the difference between an LLP agreement and a partnership agreement?
An LLP agreement governs the members of a limited liability partnership, which is a separate legal entity formed under the Limited Liability Partnerships Act 2000. A partnership agreement governs partners carrying on business together under the partnership structure, commonly subject to the Partnership Act 1890. Both agreements can address management, contributions, profit sharing, departures and disputes, but the legal status, liability framework and statutory background differ. The agreement must match the business structure actually being used.
Speak to our Corporate Lawyers
Timely corporate advice can give you a clearer view of risk, improve readiness and help keep a transaction or governance project on course. Tell us what you want to achieve, the stage you have reached and any critical deadline. We will consider the available next steps and confirm whether we can assist.
To arrange an initial discussion with our corporate lawyers, call 0800 086 2929, email info@elitelawsolicitors.co.uk or complete our Free Online Enquiry Form.
