Commercial Law - TWP Solicitors - The Thrasher Walker Partnership

COMMERCIAL LAW ...

Choosing
You don’t have to wait until you need a lawyer to appoint us to be your company solicitor. Trying to find the right expert to advise you when you have an urgent problem may lead to the wrong choice. We are happy to spend time with you discussing the way we work, our services and your needs so that you can be sure that you have found a solicitor you can feel confident about working with when you have an urgent problem to resolve or transaction to complete. We will be there when you need us if that is next week or in a few years’ time.

Using
Our business expertise means that we may be able to identify potential problems and help you find solutions before they become damaging. Tackling problems before they develop is cheaper, quicker and keeps your business on track.

When we first meet we will ask you lots of questions about your business. If we know your plans and act as your “in-house” legal department, we can make sure that you have the right advice from the beginning. From other clients we know this is often before you may have thought that you should seek advice.

Tips
• If in doubt, call us and ask!
• Talk to us regularly about your business and plans
• Use us as your in-house lawyers
As your solicitors we will be available to you and your business when needed. We understand that your business may not stop at 5.00pm and neither do we. We are happy to arrange meetings to suit you and your business.

You have a fantastic idea and lots of enthusiasm but then there is the nitty-gritty; business plans to write, money to arrange and too much paperwork. This is where we can help. We will give one hour of our time to you, free of charge, to listen to your plans and help you identify what you need to do and who can help you. We have long, close working relationships with accountants, banks, and providers of commercial finance. This means we can help you surround yourself with a good team who will work together to give your new business a great start.

You will need to decide internally how your business will operate. Will it be incorporated as a company, run as a partnership, or a limited liability partnership? You will need to look at how it connects with the outside world, with suppliers and customers.

We can help with:
• Shareholder’s agreements
• Partnership agreements
• Business purchase agreements
• Director’s service agreements
• Terms and conditions for your customers
• Advice on credit control so you avoid debt recovery
• Intellectual property
We know budgets are often tight at the beginning so we will help you prioritise where legal advice is essential and when it can wait until business is booming.

	Choosing & Using your solicitor
	Buying or setting up a business?
	Commercial property
	Using a pension fund to buy commercail or residential property
	Business contracts
	Commercail debt and corporate rescue
	Looking after your employees
	Our contacts
	Other services you may wish to use


The right property and location are crucial to your business. Our commercial department can help you make sure when you have chosen the right property, they work with you and your surveyor to secure the most advantageous terms. Taking a new lease? We will help you negotiate the terms you want by: • Ensuring the landlord has the right to grant the lease • Making sure the wording is as favourable to you as possible • Helping you understand whether you will be liable to pay the rent even after you have disposed of the lease. • Whether you must pay the rent even if the premises have been destroyed. • Who is responsible for repairs and crucially whether you can renew the lease at the end of the term.

Taking an existing lease?
You will not be able to alter the terms of the lease. We will help you understand the lease terms and your obligations. We will make sure that the landlord’s
consents are obtained to the transfer and that the transfer is effective.

If you are buying a property
We will talk to you about which name it should be bought in; your business; your name or should you be buying it through your pension fund? We can advise you on the advantages of each.

Lease renewal and lease disputes
The law provides very strict time limits for a landlord or tenant to give notice to terminate a lease or renew a lease at the end of the term. Our advice is that when you appoint us as company solicitors, you ask us to review your leases and advise of any key dates for applications so these are known well in advance.

If you have any notices or letters from your landlord about your lease contact us for advice as soon as possible.

If you are considering buying a commercial or residential property, for your business or as an investment, or if you own either already, by yourself or with others, then you may benefit from having the property owned by your pension fund. There are tax advantages to such ownership that may dramatically increase the cash you have available.

The new rules are such that it is possible to transfer existing property into a pension fund, and that can even include your main home. If you and business partners own your business premises, then you could also transfer those into your pension funds.

The advice can be complex, and teamwork between pension provider, finacial adviser, accountant, solicitor, commercial agent, bank and pension fund, and you is necessary. We have created a team of advisers to coordinate the transaction for you and to enable it to happen as quickly and smoothly as possible. Using the team means that you can be sure that all of the team have the necessary experience to advise you properly.

The financial adviser can prepare a feasibility report confirming the value of your available fund, and the type and value of property that could be bought.
Together with the accountant they will confirm the tax advantages. If you need help finding an investment property we have a commercial agent on our team who will not only find you property but working alongside the accountant will produce evidence for you of rental income and rates of return on your
investment over 5,10 and 15 years. Should funding be required, a dedicated adviser at one of the major high street banks will complete the application and liaise with us and the pension provider. We would all be working with you to manage your pension fund.

There is likely to be a substantial benefit for the majority of those with earnings in excess of £40,000 per annum, whether or not they are business owners. Please call Jean Walker who will be happy to advise you further and put you in touch with the team.

A contract will form the foundation of the relationship between you and your customer, client, sub-contractor, employees, suppliers, and other businesses. We can help you keep control over the terms and wording of all contracts issued by your business. Take advantage of our expertise to make sure you understand your commitments and what you are asking of others.

A contract, whether written or agreed verbally, is a legally binding agreement. Before you sign a contract drawn up by another party, we can advise you on your obligations and any hidden terms which might put your business at a disadvantage. A small outlay on legal costs at the beginning of an agreement can make sure you are protected if things go wrong.

You should never sign any contract unless you have read it and understood what the terminology means. We offer third party independent advice and will make you aware of any wording which could adversely affect your business.

What we will do to protect you:
We can draft a bespoke contract for whatever requirements your business demands and make sure that you are fully aware of the terms and conditions of the contract for which you and your business will be liable

We will advise on the implications of terms of business presented to you by others.

Advise you on enforcing the contract by issuing court proceedings if the other party breaches the agreement.

What are the consequences of a badly drafted contact?
If a contract is held to be unenforceable then it is useless. The parties to the agreement may become involved in lengthy court proceedings over mis-understandings or mis-interpretations. This could be potentially fatal to your company.

How much will it cost?
This will usually depend upon the nature and complexity of the contract that you require us to draft. We charge an hourly rate and provide an estimate at the outset so you are kept fully aware of the costs. If our estimate changes we will contact you.

What if the other company’s solicitor drafts the contract?
Whilst this may appear to make things cheaper and easier we would always recommend that the contract is checked by your own solicitor.by your own solicitor. We can advise you on any potentially unfavourable terms and negotiate a more balanced contract on your behalf.

Can you give me a clear example of something I might miss in a contract?
Many businesses fail to check if there is a “retention of title” clause in their contracts. This clause means that the supplier of the goods remains the legal
owner until the goods are paid for. This is particularly important when one party goes into liquidation or is wound up as ownership of the goods remains (subject to some exceptions) the supplier’s and therefore does not form part of the assets sold to pay the creditors.

Whether you are a sole trader, partnership, limited company or limited liability partnership we understand that cash flow is a vital part of your company’s success and is integral to future growth.

We specialise in debt recovery against individuals and companies in the fastest and most cost efficient way for your business.

If your company is suffering from cash flow problems we are able to provide advice and assistance to enable you to cope with those difficult periods. We offer corporate rescue assistance or, in worst case scenarios, advise you on the alternatives available including Company Voluntary Arrangements, Administration and Receivership.

What we will do:
• Discuss with you the various options available to secure the payment of the outstanding debt
• Ensure that the terms of any contract have been broken and that the documents and information you provide prove the debt that you are claiming
• Before we advise you to issue proceedings, we will consider if there is any reason that the money has not been paid, and assess if you have the evidence to successfully defend any counterclaim made against you
• Advise you whether it may be preferable to issue a statutory demand threatening bankruptcy or winding up as a more effective alternative to what would be lengthier and costlier court proceedings
• Draft all the court documentation and issue court proceedings for the recovery of the debt and interest, where entitled
• Once judgement has been obtained we will ensure that all enforcement steps are taken including executing warrants for possession and winding up application where the debtor is an company
• Where the amount recovered exceeds £5000 then apply to recover your legal costs for you

How long will it take?
This will usually depend upon the actions of the debtor. In some cases the debt may be paid after a letter or call from us or the matter may proceed to a court
hearing if the debt is disputed. Matters are usually resolved in 8-10 weeks.

Why do I need a solicitor?
We can advise you of the best options available for to recover the debt at the earliest opportunity. We also represent you in court proceedings allowing you to concentrate on running your business.

What if the debtor cannot pay?
If the debtor cannot pay but has assets we may be able to place a charge over them and force a sale. if the debtor has no assets then it is unlikely you will
recover any of the debt. We can advise you of the best steps to take in this scenario.

You need to:
• Let us know if your company is in financial difficulty at the earliest opportunity
• Confirm whether you intend to continue to trade or bring the business to an end
• Provide details of your assets and liabilities and, where needed, access to your company accounts

We will:
• Consider the information provided by you and advise you, in accordance with your instructions, on the best options available
• Advise you when you may need advice and help from other professionals
• Where appropriate liase with your creditors to advise them of the situation of your business
• When refinancing is a viable option we can recommend an external consultant to give you the necessary financial advice
• Ensure that you are dealt with in a professional and personal way at this difficult time


We all depend upon our staff being happy and productive. Some small things make a big difference to staff, and they often appreciate most of all things that have cost very little to give. Why not offer your employees our services as a benefit? In our experience we have found that many people simply put off preparing their Will or seeking Inheritance Tax advice. Our specialist department, dealing with Wills and Inheritance Tax matters, will be happy to arrange to visit your workplace and see your staff individually, if you have three or more who would wish to take advantage of the advice, and you are happy for them to do that during their work time.

Also, as a valued client of The Thrasher Walker Partnership we would like to extend to your employees and their families the offer of reduced legal fees. This benefit would cover other areas of work in which we specialise, including:

• Conveyancing
• Personal Injury (no win no fee)
• Family/Divorce matters

If you wish to arrange any of the above for your staff please contact us, and we will be happy to help.

We also run free “drop in” clinics on Wednesday evenings between 5pm and 7 pm and on the first and last Saturday of every month between 10am and 1pm.

When you run a business it is important to surround yourself with a good team. We have a large number of professional contacts who are the best in their field and to whom we are happy to broker an introduction. Then we leave it up to you to assess if they’ve got the expertise your business needs.

If you already have people you can turn to we are happy to work closely with them. Where we identify you may need advice from another professional we will tell you. We can help with accountants, banks, companies to provide urgent bridging or corporate finance and, as your business grows, advisers on human resources, employment law and all other aspects of the commercial world.

It is never too early to start looking round for the best people. If you think we can help please call Carl Marston / Jean Walker.

Residential and Investment Property Conveyancing
Our conveyancing team deal with residential purchases and buy-to-let investment properties. Costs vary depending on the type and the value of the property. If you contact us we will be happy to give you an estimate.

There may be substantial tax advantages from buying either of these through a pension fund. Please click here for more details.

Family and Business Department
Family and relationship problems can have a devastating effect on your business. We have a team of family lawyers who will help reduce the commercial impact of such a stressful and upsetting event. They can give you clear advice on possible actions, outcomes and options to help you plan your future.

To take advice early does not mean that your relationship will fail, but it is wise to know in advance how any separation could affect your business.

Wills and Inheritance Tax Planning
No one finds it easy to make their will. Our staff will make an appointment with you wherever and whenever you find it appropriate to help you draw up this
crucial document.

We would advise you to talk to us even if you are not clear who you would like to inherit from you. We can make sure that you minimise inheritance tax on what you leave by creating any necessary trusts, moving your pension fund outside your estate and using all available tax relief. A
correctly drawn up will can relieve you of a lot of anxiety.

Business Succession
It is important to think about succession in your business. Don’t let everything you have created go to waste because of lack of planning. Have your business partners enough funds to pay you or your estate back your capital or shareholding? Is the business structured so that it can survive your retirement or death? To arrange an appointment or visit please telephone us on 0161 442 6240