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When you launch a company, every share matters. The people who hold those shares have a say in how your business grows, who comes on board, and what direction it takes. That’s why many founders include a right of first refusal clause in their shareholders’ agreement or Articles of Association. It’s a practical way to keep control of your ownership structure as the company develops and attracts new investors. This article explains what the right of first refusal clause means,…

When you start a business relationship, whether with a customer, supplier, or partner, you rely on shared expectations. Those expectations should not be based on memory or trust alone. They need to be written down in clear, precise terms. Having clearly defined business terms and carefully drafted terms and conditions (T&Cs) sets the foundation for a professional relationship and protects you if things go wrong. Many small businesses simply copy online templates, treating their T&Cs as an afterthought. But if…

When you reach the stage of attracting outside investment, you will almost always go through an investor due diligence process. It’s the point where potential investors look closely at your business before deciding whether to invest. How you prepare for investor due diligence can make a big difference to the speed of the deal, your negotiation power, and even the value they place on your company. This article explains what investors look for, what information you should prepare, and how…

Your company’s Articles of Association are its internal rulebook. They set out how directors make decisions, how shares can be issued or transferred, and what rights shareholders have.  In most cases, it’s best not to amend your Articles unless there is a clear legal or practical reason to do so. The Articles are intended to provide long-term stability and certainty for the company and its shareholders, and frequent changes can lead to confusion or inconsistency. We tend to advise clients…

When you set up a limited company in the UK, two key documents govern how it operates: the Articles of Association and the Shareholders’ Agreement. These documents often address similar topics but serve different purposes. The Articles of Association provide a stable constitutional framework, while your Shareholders’ Agreement can be used to cover detailed or changeable matters such as decision-making, share transfers, or exit arrangements. Below, we explain the difference between them and how they work together. What Are Articles…

When setting up a company in England and Wales, one of the first legal documents you will encounter is the Articles of Association. The Articles form the legal foundation of your company, defining what it is, what it can do, and how it must operate.   If you are launching a startup, you should not overlook their importance, as they will shape how decisions are made and how disputes are handled in the future. They set out the legal relationship…

If you’re running a company or preparing to issue shares to employees or co-founders, it’s important to think about what happens when someone leaves. Good leaver, bad leaver provisions help you manage this fairly and protect your business from future disputes.  These clauses, which are usually included in a shareholders’ agreement or the company’s Articles of Association, set out the terms on which a departing shareholder must sell their shares. They allow you to reward those who leave on good…

When you start a new business, the excitement of developing your idea and building a team often takes centre stage. However, you should not overlook the legal foundations that support your growth. This roadmap outlines the key legal steps you should take as a founder planning to scale your business and attract investment.

The Enterprise Investment Scheme (EIS) is one of the UK government’s key initiatives to encourage investment in early-stage companies. It provides generous tax reliefs to individuals who invest in qualifying businesses, making it more attractive to back start-ups that might otherwise struggle to raise funds. For growing companies, EIS can be an excellent source of capital to support their development.

The Seed Enterprise Investment Scheme (SEIS Scheme) is one of the most widely used initiatives for helping very young companies raise finance. It offers attractive tax reliefs to individual investors who take a risk on start-ups. Although the scheme is mainly about tax and accountancy, it also raises important commercial law issues for founders and investors.