Corporate and commercial lawyers for growing and international businesses

We advise entrepreneurs, owner-managed companies and overseas businesses on the legal side of setting up, running and growing a company in England and Wales. That covers the choice of structure, the documents that sit between founders and investors, the contracts a business trades on, and the steps needed when a company reorganises or raises money.

Many of our corporate clients are based abroad or have founders, shareholders or operations in Spain and Latin America. Our partners include solicitors who are also qualified in Spain.

What we do

Company formation and structuring

We incorporate and structure private limited companies and other business entities, and advise on which structure suits the commercial and ownership objectives. We prepare articles of association, register people with significant control and deal with Companies House filings, including the identity verification that directors and PSCs must now complete.

Shareholders, directors and governance

We draft shareholders' agreements and bespoke articles, advise directors on their duties under the Companies Act 2006, and help boards put governance arrangements in place that reflect how the business is actually run. Where relationships between shareholders break down, we work with our dispute resolution lawyers.

Investment and reorganisations

We advise on investor and subscription agreements, share transfers and group reorganisations.

Commercial contracts

We draft and negotiate the agreements a business relies on day to day: supplier and distribution agreements, terms and conditions, agency, franchise and master franchise agreements. Technology, software and data contracts are handled with our technology law team.

Setting up in the UK from overseas

We help overseas companies and founders establish a UK presence, whether through a subsidiary, a branch or a new company, and deal with the practical steps that follow: registered office, filings, bank onboarding documents and the first commercial contracts. Where people need to move to the UK to run the business, our immigration lawyers advise on the available routes.

Situations we help with

• You are starting a company with co-founders and want the ownership, decision-making and exit terms agreed in writing from the outset.
• A Spanish or Latin American business wants to trade in the UK and needs to understand whether to incorporate a subsidiary or register a branch.
• An investor is coming in and you need the subscription terms, shareholder protections and articles to work together.
• You are restructuring a group or transferring shares between family members.
• Your standard terms, franchise documents or supplier contracts no longer reflect how the business trades.

Points to consider

• Directors' duties are personal. Directors owe statutory duties to the company, and those duties shift towards creditors when a company is in financial difficulty. Early advice is better than retrospective justification.
• Companies House requirements have changed. Identity verification is now a legal requirement for directors and people with significant control.
• Tax follows structure. How a company is owned and how profits are taken out affects personal and corporate tax. We coordinate with our tax colleagues before documents are signed.
• Activity abroad can create obligations abroad. A UK company with staff or agents in Spain may create a permanent establishment there, with Spanish tax and registration consequences.

How we work

• Two legal systems. Partners qualified in England and Wales and in Spain can explain the English position by reference to what a Spanish client already knows.
• Bilingual service. We advise in English and Spanish, and documents can be explained in either language.

How a matter usually runs

1. Initial discussion. You tell us what you want to achieve and we identify the legal, tax and timing points that matter.
2. Scope and fees. We confirm in writing what we will do, who will do it and how it will be charged.
3. Documents and filings. We prepare and negotiate the documents and make any Companies House filings.
4. Completion and after. We complete the transaction or set-up and tell you what ongoing obligations apply.

Related services

• Tax: corporation tax, VAT, PAYE and profit extraction.
• Intellectual Property: protecting the brand and licensing IP.
• Technology Law: SaaS, software and data agreements.
• Dispute Resolution: shareholder and contractual disputes.
• Employment: service agreements and staff contracts.
• Spanish Desk: companies involving Spain.