Limited company formation, start-up business advice from commercial solicitors

Solicitors at Humphreys & Co. can offer a cost-effective and professional service to those wishing to establish a limited company. Choosing to conduct your business through the vehicle of a limited company can be a prudent course. A company is recognised as a legal person, able to conduct business and take on liabilities in its own right. The liability of the company is therefore restricted to its own assets, meaning that the personal assets of its members and officers are (in most circumstances) not company assets. This can make the company vehicle an attractive option for those currently trading as private individuals.

Companies are formed in the UK by application to Companies House. We are able to offer expert assistance in the preparation and filing of the required documents to register your new company. We can offer advice on the issues that arise in the creation of a new company such as:

� supplying the Articles of Association governing the internal running of the company; and

Once your new business is up and running, we can assist you in complying with ongoing obligations placed upon limited companies by the law, such as:

ensuring that the necessary information about your company is clearly presented to the public (trading and disclosure requirements);

ensuring that necessary company documents remain available for inspection upon request by the public (inspection requirements); and

ensuring that directors comply with the important obligations imposed upon them by company law.

If you have decided that forming a company is not your preferred option (and tax considerations are very important here), we are able to offer advice on alternatives, such as the formation of partnerships and limited liability partnerships (LLPs), and entering into a joint venture.

Another option you may wish to consider is preparing a constitution for an unincorporated association. This is a legal agreement between individuals that wish to pursue a common aim without establishing a more formal vehicle such as a company or limited liability partnership. It offers the flexibility of designing your own rules to suit your particular purposes, without also incurring the obligations of a corporate body. Our lawyers are experienced in producing these agreements and can ensure that the members of an association create an effective working relationship.

Our lawyers here advise and represent a number of local, regional and national charities. We can assist in getting a charitable organisation off the ground and in complying with the ongoing requirements of charity law. It is important to bear in mind that any charity registered in the UK must:

� adopt and carry out one of the wholly charitable aims as defined by charity law; and

� pursue this aim in such a way that it contributes towards public benefit.

The most common arrangement for establishing a new charity is to set up a trust fund, and submit an application for the fund to be awarded charitable status. A trust is a legal arrangement whereby two or more individuals declare that they hold property to be used exclusively for certain purposes. We are experienced in preparing these declarations, and can ensure that the operation of the trust in practice furthers the aims that the trustees had in mind at its formation. We can then guide clients through the process of registration as a charity. This entails the submission of an application form to the Charity Commission together with a governing document, which in this case would be the declaration of trust.

If you anticipate that the charity will be undertaking aims that entail significant financial risk, or will require the signing of a high volume of contracts, you may like to establish a corporate charity.

This involves registering a company, usually a company limited by guarantee, with Companies House, which can then be registered as a charity with the Charity Commission using the same process that applies to trust funds. The main difference at the registration stage is that the company�s Memorandum of Association is submitted to the Charity Commission as the governing document.

Unlike a charitable trust, the finished product in the case of corporate charities becomes a legal person distinct from its members. The most significant implication of this is that the personal assets of the members are protected, should the charity incur liabilities that it is unable to repay. There are other advantages, particularly for larger charities, such as the ability to enter agreements and take on employees in the name of the charity, rather than the name of particular trustees.

There are a number of options to consider however, and ultimately the precise structure that your charity adopts will depend upon its particular circumstances. Indeed, in some cases, it may not be possible to pursue your aims through a charitable organisation at all.

If you would like to discuss the nature of the work that you would like to undertake, then do get in touch with our lawyers.

Business start up advice