Elysium Law

Company Law

COMPANY LAW

 

Company Services

  • Changes of Company Name

  • Share Issue

  • Share Option Agreements

  • A Company’s Purchase of its Own Shares

  • The Reorganisation of Share Capital

  • Creation of Employee Share Schemes (CSOP’s, EMI’s, SAYE, and EBT’s)

  • Increases or Reduction of Share Capital

  • Creation of New Classes of Shares

  • Minority Shareholders Protection and Rights

  • Regulatory Compliance

  • The Appointment and Dismissal of Company Directors

  • Directors Duties

  • Preparation of New or Amended Memorandum and Articles of Association

Company Officers and Shareholders advice

Directors are officers of the company who are responsible for managing the company and making the decisions as to its operation on a day to day basis, for the benefit of the shareholders. A private company must have at least one director and a PLC must have at least two. As from April 2016 only natural persons may be directors and corporate directors may not be appointed.

Certain important decisions, eg to change the company's name have to be made by the shareholders at a General Meeting, however most decisions will be made by the directors.

Directors have to abide by a number of duties which are set out in sec171-177 CA 2006, and include duties such as to 'promote the success of the company', and 'exercise reasonable care,skill and diligence'.

We can advise company officers of the formalities involved in the day-to-day running of their business, or advise shareholders on whether the company has correctly followed the relevant procedures.

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Company Advice

  • Business transactions.

  • Structuring of MBOs working with either the management team or the shareholders leaving the business.

  • Sales of all types of assets such as commercial property, leases,  intellectual property and licences.

  • Adoption of SPVs (special purpose vehicles) to undertake joint ventures.

  • Implementation of demergers, spin offs and reconstructions of businesses.

  • Negotiation of investment agreements on behalf of private investors or the business receiving investment. We do specialise in setting up tax efficient investments via SEIS/EIS.

  • Taxation of share transactions including the provision of shares and options including EMI options to employees.

  • We advise on all aspects of company law.

  • Corporate law advice for start ups and high growth businesses.

  • Buying or selling of businesses, whether share sale or asset sale.

Employee shares

Awarding shares for employees is one of our specialist areas. We look at implementation, operation and providing incentives for the employee when the shares are sold. We can work with employers or personally with  directors and employees who ask us to review.

Joint Share Ownership Plans

A JSOP involves the acquisition of joint shares. Joint shares are “split ownership shares” whereby participating employees and another party (usually an employee benefit trust (“EBT”)) jointly have an interest in each Joint Share.

The joint ownership is outlined in a co-ownership agreement which provides that on a sale of the Joint Shares:

  • The EBT receives an entitlement equal to the initial market value of the shares plus (usually) some sort of additional hurdle and/or premium; and

  • The employee receives the excess value over and above the hurdle.

Joint Shares therefore provide employees with a proportion of the growth in value of the shares, in much the same way as a market value share option of a Growth Share. Additional employment and/or performance conditions can also be imposed meaning that Joint Shares offer significant commercial flexibility.

We design, draft and implement Joint Share Ownership Plans for our clients, covering all tax and legal issues and liaising with share valuers to value the relevant JSOP interests.

More Advanced Company Services

Demergers

There are a variety of ways to split a business. The best choice will depend on your circumstances and business objectives. You should consider:

  • Statutory demerger;

  • Reduction of capital demerger; or

  • Liquidation demerger.

Statutory demerger

This usually involves a creation of one or two new companies (NewCo) underneath the existing parent company. The NewCo shares are then transferred to the individual shareholders in proportion to the value of the respective businesses. Alternatively, new companies independent and distinct are created from a business.

We find statutory demergers are a popular choice. A statutory demerger offers a well established route to achieve many of the desired outcomes. It is possible to create the demerged businesses free of any immediate tax liability. A big benefit is that HMRC will give advance clearance on the tax neutrality.

Reduction of capital demerger

Splitting the business can be carried out by reducing the share capital of the existing company. The existing business is transferred to the shareholders or new companies held by the shareholders and the consideration for the transfer is treated as a repayment of share capital. If carried out as a scheme of arrangement, it can be very tax efficient.

Reduction of share capital in a private limited company

A company can reduce its share capital and realise cash by reducing the:

  • Number of shares;

  • Amount paid up;

  • Share premium account; or

  • Capital redemption reserve.

Capital reduction generates a reserve which can be either paid out to shareholders e.g. a departing shareholder or retained as a reserve for the company. It cannot be used to pay a shareholder a cash payment which exceeds the amount of the share capital reduction.

Reduction of capital requires shareholder approval and a solvency statement. Reduction of share capital is a popular route for splitting a business.

We can advise on all aspects of the implementation of the above