Q. What effect does the Companies Act 2006 have on my company?

A: There is an article on “the Companies Act 2006” and how it affects your company in our helpful downloads section.

Click here to request the link to be sent to you by email.

Q. How do I incorporate a company?

A: You can instruct Curwens to incorporate the company on your behalf. We will prepare the incorporation documents including the Memorandum and Articles of Association and we will prepare the statutory books to suit your requirements. Alternatively, if you have experience in these matters, you can incorporate the company yourself online but you will still be required to produce the Memorandum and Articles of Association.

Q. How do I protect minority rights in a company?

A: You can instruct Curwens to prepare a Shareholders’ Agreement which can incorporate the following minority protections, depending on your requirements:

  • Class rights
  • Rights to directorship
  • Drag and tag along clauses
  • List of decisions requiring unanimous or majority shareholder consent
  • Transfer restrictions
  • Compulsory transfers
  • Rights to financial and other information
  • Quorum for members’ meetings and directors’ meetings

Q. What information do I need on my e-mails and website about my company

A: As of 1st January 2007 UK companies and LLPs require the following information on their website and in their e-mails:

  • The company name (this might differ from the trading name)
  • The company registered office (which must be a geographical address not a PO Box)
  • The company’s registration number and country of registration
  • An e-mail address where the company can be contacted (requirement not necessarily for e-mails)
  • If the company is a member of a trade or professional association, membership details, including any registration number (requirement not necessarily for e-mails)
  • It is also advisable but not essential for the business to place its VAT number on the website and e-mails as well.

Note – the information must be clear and easily accessible. However, for a website, it does not need to appear on every page; for example, the information can be included on an “about us” or “legal” page. For e-mails, the information can be contained in a footer.

Q. How do I go about purchasing a business?

A: Curwens has guides to purchasing businesses and companies which are available on the helpful downloads section.

Q. What things should I consider when setting up a new business?

A: Type of entity to be used, example, sole trader, partnership, limited liability partnership, limited company, company limited by guarantee etc. The choice would be governed usually by tax considerations as well as personal liability consideration.

  • If you are to use a company, you will need to consider the constitutional documents such as Memorandum and Articles of Association. You will also need a Shareholder’s Agreement to be in place if you are entering business with more than one party.
  • If you are using a partnership or an LLP, you will need a Partnership Deed or an LLP Agreement to govern the relationship between yourself and other parties.
  • Terms and Conditions of Business will need to be drafted or reviewed.
  • General contract drafting and negotiating may need to be undertaken.
  • Advice on Distribution Agreements, Agency Contracts, Competition Law, Data Protection Law and Intellectual Property Law may be required.
  • You will need to appointment an accountant and we can help you by recommending a good accountant to suit your needs.
  • You will need a bank, again we can assist you with appointing a bank.
  • Owner’s personal matters:

    1. Keyman Insurance
    2. Income Protection Policy
    3. Pension
  • Review of following business needs:

    1. Terms of Business/ invoicing
    2. Website / Stationery
    3. Employment contracts
    4. Policies in place such as discrimination, health & safety, grievance procedure etc
    5. Debt recovery requirements
    6. Commercial disputes
    7. General contracts review
    8. Escrow account services
    9. Property issues, leasehold, freehold or rental agreement

There is a business start-up checklist available in our helpful download section which goes into more detail on the above.