Commercial and corporate law

Yes, if the company has more than one shareholder. Every company has articles, and a company that has not registered its own is governed by the default set in law, known as model articles. These do not give the other shareholders a right to buy the shares of an owner who leaves or dies, or say how a deadlock between owners is resolved. A shareholder agreement covers those points, and it is normally private, whereas a company's own articles are filed at Companies House, where anyone can read them. The two documents must not contradict each other, so we review them together.

Yes. Send us the contract with a short note of the deal: what you are providing or buying, the price, how long it lasts, and anything already agreed by email. We tell you which terms carry the most risk for your business, such as unlimited liability, one-sided termination rights, long payment terms or giving away intellectual property, and suggest alternative wording. Where the other side is unlikely to change its standard terms, we tell you which points to raise and which risks you would be accepting if you signed as it stands.

It depends on what the buyer will accept, the tax position and what the business owns. On a share sale the buyer takes the company with its history, contracts, employees and liabilities, so it will ask you for warranties and indemnities about the past. On an asset sale the buyer chooses what it takes, contracts and premises have to be transferred individually, often with the other party's consent, and employees usually transfer to the buyer automatically. Your accountant should advise on the tax, and we advise on the legal structure alongside them.

Check the maximum amount you could be asked to pay, how long the guarantee lasts and what triggers it. Guarantees often have no upper limit and continue until you end them in writing, and some cover debts the company incurs after you have left it. Check whether you can end the guarantee for future debts, whether other directors are guaranteeing the same debt, and whether your home could be at risk. A guarantee normally remains enforceable if the company goes into liquidation, so take advice before you sign.

Usually the freelancer, unless they have assigned the rights to your business in writing. Copyright in work an employee creates in the course of their employment belongs to the employer, but paying a contractor or agency for a logo, website or software does not by itself transfer ownership. An assignment of copyright must be in writing and signed by the person transferring it. If your business relies on work by freelancers, or by a founder before the company was formed, putting assignments in place now avoids problems when a buyer or investor checks what the company owns.

Yes, within limits set by the Unfair Contract Terms Act 1977. A business cannot exclude or restrict its liability for death or personal injury caused by negligence. In contracts between businesses, other limits on liability for negligence, and exclusions in one party's written standard terms, must be reasonable, and the business relying on the clause has to show that it is. For a cap on the amount payable, the court considers the resources available to meet the liability and whether insurance was available. Contracts with consumers are subject to stricter rules under the Consumer Rights Act 2015.