Purchasing a Business in the UK

The decision to purchase an established business should never be taken lightly. It is important for any individual involved in the process to be aware from the outset, the extent of work which will be involved, although instructing a business lawyer can ease this burden it will never remove it entirely. The purchase of a business/ company involves many areas of law including employment law, commercial property law, and of course many aspects of company and business law.
One of the key advantages of purchasing an established business is that it can offer greater security. This security is offered through the possibility of a loyal customer base, a business and marketing plan that may already be in place, and also the need for that particular product or service in the market area has already been proven.
However, there are many risks which are often associated with purchasing an established business, one being that it will involve a certain amount of due diligence to be undertaken by yourself, and also your business lawyer.
A key concern for many individuals purchasing a business is that certain contracts/agreements may already be established by the current business owner. These contracts and agreements will range from supply agreements to employment contracts. This will be a key consideration for many individuals purchasing a business, as they may wish to renegotiate the terms of these contracts to make them more suitable for ongoing business requirements. This is something which an experienced business lawyer would be able to advise on, and they should be able to assess whether the existing contracts are burdensome or in your favour, and whether they should be renegotiated.
Once an individual has decided to purchase a business, it will be the responsibility of their business lawyer to ensure that due diligence is undertaken thoroughly to ensure that their client is protected. Due diligence is an important process when purchasing a business, and will involve your commercial lawyer determining if the person/ business has legal title to sell the company/ business, whether they have legal ownership of all the assets, and whether there are any outstanding regulatory or litigation issues which should be addressed.
There are several different avenues for purchasing an established business which include purchasing the assets of the company, or alternatively purchasing the shares in the company. You should take tax advice on which structure will be the most tax efficient. Tax is one of the main factors/ considerations in determining which structure is the most suitable

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Winding up Commercial Companies in UK business law

‘Winding up’ is a more colloquial term for the liquidation process which a company may go through. Liquidation varies depending on the status of the company i.e. limited company or partnership. There are also several variants of liquidation which include the process of voluntary liquidation and compulsory liquidation.
Compulsory liquidation will often occur in the form of a winding up petition. A winding up petition can be brought against a company, and is a useful tool often employed by business lawyers to threaten payment of an uncontested debt. To apply for a winding up petition the company whom you are seeking the order against must owe you more than £750, and you must be able to demonstrate to the Court that it is uncontested, and that the debtor is unable to repay the debt as it falls due.
If a winding up petition is granted then a liquidator may be appointed who may sell the company’s assets, and once realized, any surplus funds resulting from the sale may be repaid to creditors and shareholders, providing there are sufficient funds. A risk with winding up a company is that there may be numerous secured and unsecured creditors, meaning that an unsecured creditor or shareholder may not receive all/ any of the money owed.
The requirement to successfully demonstrate to the Court that the company is unable to pay its debts, although apparently simple is often more complicated. It is not just an ordinary debt, there must be a statutory demand or a court judgement in place. Once the court receives your petition for winding up the company, they will set a date for a court hearing. If the petition is granted, then the Court will order the winding up of the company. The Court will then appoint an official receiver who will have the responsibility for following the liquidation protocol. The receiver will then begin the process of realizing the company’s assets and generating money which will be used to repay the individual who brought the petition and any other creditors who claim a debt from the company.

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Why you should include Terms and conditions

Terms and conditions

Contracts, including terms and conditions setting out the basis on which goods or services are sold, are a vital part of business. Whether goods and services are sold on a standard basis or to specification, standard terms and conditions of sale are a core part of most businesses. The specific, or unique, aspects of the sale (eg, any unique specifications, quantity, delivery dates) are set out in a separate order. Make sure that you protect your business interests with professionally prepared Ts & Cs.

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