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Company and Partnership

Barrett & Co has a thriving Business Law department advising businesses on all aspects relating to their formation, reconstruction, sale acquisition and merger. Simon Barrett has many years experience in this field, not only as a legal adviser, but also as a director of a number of companies. His partner, John Harrison, as well as being a lawyer, is a member of the Chartered Institute of Management Accountants. Janine Harris as an associate lawyer deals with commercial property issues including acquisitions and disposals of both freehold and leasehold matters.

New Businesses

It is essential to get the structure right from the outset. Many businesses start on an informal basis but encounter problems at a later date, usually in times of discord between business associates or when it comes to sell or merge. Listed below are examples of the services provided:

• Advice on the most appropriate business form, whether sole trader, partnership  limited company or limited liability partnership
• Preparation of partnership agreements
• Formation of new companies
• Preparation of directors' service contracts and shareholders agreements
• Incorporation of cross insurance arrangements for partners and directors

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Reconstructions

Sometimes, it is necessary to consider a reconstruction of the business entity, either for tax advantages or because of changing trading conditions. This can take the form of:

• Change from sole trader to partnership
• Variations of partnerships for incoming or retiring partners
• Incorporation of sole trader/partnership into a limited company /LLP
• Increase of share capital and allotment of shares
• Hive-up or down of assets in group structures
• Company purchase of own shares
• Seeking sources of equity and/or loan finance

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Acquisitions and Mergers

Whether acting for the 'seller' or 'buyer' it is important to decide on the best method in the circumstances. Barrett & Co advises on:

• Choice of 'share sale', 'asset sale' or 'hive-down'
• Due diligence enquiries
• Preparation or negotiation of acquisition or sale agreements for both limited companies and unincorporated businesses
• Warranties from directors or shareholders
• Exit strategies for directors/shareholders and partners

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Cessation of Businesses

Advice on:

• Partnership dissolutions
• Voluntary winding-up and dissolutions of limited companies
• Taxation implications – entrepreneurs relief
• Negotiation of exit routes for minority shareholders

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