Corporate solicitors in England & Wales

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Plain-language guide

What a corporate solicitor does.

A corporate solicitor deals with the company itself rather than its trading: incorporation and the articles, shareholders' agreements, share issues and investment rounds, buying or selling a company or its business, group reorganisations, and the duties directors owe under the Companies Act 2006. On a sale or purchase the solicitor runs due diligence, negotiates the sale agreement and its warranties, and manages completion and the Companies House filings that follow.

When you need one

You are starting a company with other people and need a shareholders' agreement before the first disagreement.
You are buying or selling a business and need the terms, the warranties and the completion handled.
An investor has offered money in return for shares and sent a term sheet.
A shareholder dispute has arisen and someone is threatening an unfair prejudice petition.

How fees usually work

Formation and simple shareholders' agreements are often fixed-fee. Transactions are usually charged by the hour with an estimate tied to deal size and complexity, and some firms will agree a capped or staged fee. Ask what is included, who pays for the due diligence report, and how abort costs are dealt with if the deal does not complete.

Questions to ask before you instruct

What happens to the shares if one of us dies, leaves or stops contributing?
Which warranties in this sale agreement expose me to a claim, and for how long?
Should the buyer purchase the shares or the assets, and what are the tax consequences of each?
What must be filed at Companies House after this transaction, and by when?

See the listed practitioners

General information about England & Wales law and practice, not advice on your matter. The practitioners listed on this page give that advice.

Corporate solicitor questions

Do I need a shareholders' agreement if I have articles?

The articles bind the company and its members but are public and can be changed by special resolution. A shareholders' agreement is private, cannot be changed without every party's consent, and can deal with matters the articles do not, such as dividend policy, deadlock, non-compete obligations and what happens when a founder leaves.

What are directors' duties?

Sections 171 to 177 of the Companies Act 2006: to act within powers, to promote the success of the company for its members, to exercise independent judgement, to exercise reasonable care, skill and diligence, to avoid conflicts of interest, not to accept benefits from third parties, and to declare interests in proposed transactions. They are owed to the company and enforced by it.

What is a share sale versus an asset sale?

In a share sale the buyer acquires the company with everything in it, including its liabilities, which is why warranties and indemnities matter. In an asset sale the buyer picks the assets and contracts it wants, and employees transfer under the TUPE Regulations. The tax and risk profiles differ, so the structure is decided early.

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