Corporate & Commercial Solicitors Liverpool

The Shareholders' Agreement is a contractually-binding document between two or more shareholders of a company. Whilst not compulsory, it is desirable to have the company's contractual arrangements recorded in a formal document that is agreed and signed by the shareholders or members of the company. Unlike the constitutional arrangements of a company, such as the Articles of Association, which are available to the public via Companies House, the Shareholders' Agreement is a private document.

A Partnership Agreement is very similar to a Shareholders' Agreement in that it is formulated to record (and have agreed) the contractual arrangements between the owners of a business. However, whereas a Shareholders’ Agreement is used for members of a publicly-listed or limited company registered on Companies House, a Partnership Agreement is used in a non-registered business between its Partners.

The liabilities of a Partnership carry with the Partners themselves, whereas a company's liabilities live and die with it as its own separate entity.

in a limited company, the Cross-Option Agreement is the preferred vehicle for Shareholder protection used in conjunction with a life assurance policy. It provides surviving shareholders with the option to buy the deceased business owner's shares of the business. This is known as a call option. Where the owner of the shares decides to sell the shares, they are given the right to do so to the other shareholders. This is called a put option.

A Share Purchase Agreement (or SPA for short) is a formal agreement which sets out the terms and conditions relating to the sale and purchase of shares in a company. The SPA is usually drafted by the solicitor acting for the buyer.

This is an agreement usually between two separate entities who wish to collaborate in respect of achieving mutually-targeted goals. This can be anything from a joint development scheme over land used for regeneration, to a local government initiative working alongside a community-interest group with the intention of providing improved facilities or a commercial activity in the town centre.

A supplier of goods, such as a manufacturer, will invariably be different to a distributor, which may include an online store. As such, there needs to be a written agreement in place between the supplier and distributor, which covers such issues such as cost, timescales, liability for damage etc. Often, the distribution of goods can involve a large and complex supply-chain, particularly where it involves products and logistics in a foreign territory, which then requires particular attention to be paid to ensure jurisdictional compliance, especially when operating in and out of the EU.

Terms and Conditions is used to describe a set of prescribed rules which go to the heart of an agreement. In fact, terms and conditions are the same thing. A condition is a term, as is a warranty. Whereas a warranty only has capacity to provide a remedy such as damages where a breach of that term occurs, a condition entitles the injured party to treat the contract as ended and seek restitution.

Terms and conditions are commonplace in pretty much all commercial transactions.

There are a number of options which you have to enable you to take steps to rescue or wind-up your business. Depending on the option, there will be a number of ways the business may be dissolved.

These options include:

• Insolvency
• Liquidation
• Administration