Corporate Governance Services

A company purchasing its own shares can be a tax-efficient way to return value to shareholders or exit a departing shareholder. We advise on the different routes available including purchases out of distributable profits and out of capital for private companies and manage the procedural and filing requirements from start to finish.

Reducing your company’s share capital can simplify your balance sheet, eliminate historic losses that are blocking dividend payments, or return surplus capital to shareholders. We guide you through the right procedure for your circumstances.

For most private companies, the solvency statement route avoids the need for court involvement and is quicker and more cost-effective than it used to be. Where a court-confirmed procedure is required, we manage that process too handling the board and shareholder resolutions, the Companies House filings, and the statutory formalities throughout.

A high‑functioning board is one of a private company’s most valuable assets. As businesses grow, particularly in owner‑managed environments or where external investment is introduced, the boundaries between management and board responsibilities can become less clear. The distinction between shareholder and director roles may also become blurred, creating both governance challenges and potential legal risk to both the company and the directors.

Our interactive board effectiveness workshops build on our Director Duties seminars. They are designed to help your board assess how it operates in practice, clarify roles and responsibilities, and identify opportunities to strengthen governance, behaviours and decision‑making allowing you to move towards your commercial objectives better equipped to support growth, manage risk and meet the expectations of stakeholders.

Your articles of association are your company’s constitutional rulebook. As your business evolves, through new investment, changes in ownership, or shifts in strategy, your articles need to keep pace, yet many companies are still operating under outdated articles that do not reflect how their business actually works.

We can review your existing articles to identify gaps, ambiguities, and provisions that could limit your flexibility and future plans or expose you to disputes if things go wrong.

We can advise you on where changes could be made and draft new provisions to reflect your current situation and future ambitions, ensuring that all shareholders are protected and the company’s decision-making framework remains fit for purpose.

A well-drafted shareholder agreement is one of the most valuable documents a company can have. It governs how shareholders work together, how disputes are resolved, what happens when someone wants to exit, and how key decisions are made. Without one, you are relying on goodwill, and goodwill has a habit of running out at the worst possible moment. We draft bespoke agreements that protect every party’s interest both now and in the future to keep the business moving forward.

Attracting and retaining talented people is one of the biggest challenges facing growing businesses. A well-structured share option scheme lets you reward and motivate key employees with a stake in the company’s success without an immediate cash outlay. We work with you and your tax advisors to understand what the right scheme structure is for your business, whether that’s EMI options or another arrangement, and prepare all the legal documentation needed to put your share scheme in place.

Directors often wear many hats but the legal duties that come with the role remain the same regardless of company size. Failure to understand these duties can lead to personal liability, regulatory scrutiny, or shareholder disputes. Our practical, plain-English seminars are tailored for your company’s board and give your directors a clear, confident understanding of their legal obligations from acting in the company’s best interests to managing conflicts of interest.