Running a Business

Running a Business


At Nalders Solicitors we want to celebrate in your business success.  Our commercial law team partner with our business clients, offering pragmatic, strategically focused commercial and company law advice on major projects, new initiatives, and day-to-day corporate transactions.


Understanding your business


We aim to grow with our business clients.  Our corporate lawyers do this by getting to know you, your business and your commercial ambitions.  Then we partner with you to ensure your goals and strategies are met; on time and on budget.


Working together as a team


Commercial law encompasses a wide range of legal services.  Our experienced solicitors work closely with our commercial property, dispute resolution, employment and intellectual property teams; meeting regularly to ensure all aspects of our corporate client’s legal needs are covered.


We have assisted large numbers of corporate clients, from small start-ups and SMEs to large organisations, both in Cornwall and across the rest of the UK.  Clients deeply value the fact that their contact within our firm is at a senior level and that we adjust our services to the changing needs of their organisations.  Their trust in us is evident in that once a corporate client engages our services, we retain them for many years.


Why choose us?


Our existing clients know that we offer more than just technical expertise.  When working with them towards a strategic goal, our corporate solicitors combine legal knowledge with razor-sharp commercial insight.


Not only do we deal with the immediate challenges faced by our business clients, but we are also alive to identifying new opportunities in existing or different sectors.


Our wealth of experience and drive to providing outstanding service has resulted in our firm becoming one of the most highly recommended legal practices for business law in the West Country and beyond.


To find out more about how we can advise you on legal matters related to running your business, please fill in our contact form, or phone our Truro office on 01872 241414.

Buying and Selling a Business

Nalders Solicitors has been advising business owners in Cornwall and the surrounding counties for generations.  If you need advice on buying or selling a business, we can provide practical legal guidance at a cost-effective price.


Advice for buying a business


If you are considering self-employment, buying an established business comes with many advantages.  The fact that the outgoing owner has already established a brand and customer base can spare you the considerable effort of undertaking this yourself from scratch.  You may also find it easier to obtain finance if you plan to grow the business as its reputation, and cash flow should be secure.


However, as well as advantages, buying a pre-existing business comes with responsibilities.  Our commercial team will advise you on all aspects of the purchase, to ensure your commercial and financial interests are protected, and that you comply with the regulations governing the transfer of a commercial venture.


We can also advise you on the type of business structure that will best suit your needs when becoming self-employed, such as a sole trader, partnership, limited liability partnership or forming a company.  Each structure has advantages and disadvantages, and our commercial law experts will guide you through the options so you can ascertain which one is right for you.


Advice for Selling a Business


We have assisted hundreds of business owners to sell their business over the years.  From advising on statutory obligations such as the TUPE Regulations to negotiating the best deal, we provide our clients with the confidence that the sale of their enterprise is in safe hands and their best interests are being taken care of.


We will liaise with the purchaser’s solicitors to ensure that the sale of the business completes smoothly, and you can get on with the next chapter in your life.


To find out more about how we can advise you on purchasing or selling a business, please fill in our contact form, or phone our Truro office on 01872 241414.

Commercial Contracts

If you own and operate a business, it is imperative that all your commercial contracts are well-drafted to prevent costly disputes developing at a later date.


Our commercial team has thousands of hours combined experience in drafting clear, concise commercial contracts, designed to protect your best interests and ensure your business dealings with suppliers, landlords, lenders and consumers run smoothly.


We take the time to listen, working with you to create business agreements that help you reach your commercial ambitions.  Our legal advice is practical, sensible and cost-effective.  Many of our clients have been with us for decades, a testament to the ongoing excellent service our commercial law team provides.


How We Can Help


From drafting a solid head of terms, negotiating the details of the agreement, through to drafting and signing off the final contract, we will provide you with the confidence that your commercial contracts are robust and will stand up to any legal scrutiny.


Our commercial team pride themselves on staying up to date with the latest developments in commercial law, so we can check your existing contracts to ensure they latest legislative changes have been incorporated, providing you with complete confidence and protection.


Getting it Right


Given our commercial experience, we know the right questions to ask to develop a clear understanding of your business and the goals you wish to achieve.   By taking the time to understand the main objectives you have for your business and your commercial relationships, we can negotiate and draft contractual terms in your favour.


We also have a well-established and highly regarded litigation team who can assist you if a contractual dispute arises.


To find out more about how we can advise you on commercial agreements, please fill in our contact form, or phone our Truro office on 01872 241414.

Employment Contract Negotiation

Contracts are meant to be negotiated and employment contracts are no exception; especially if you are taking on a position of significant responsibility such as a CEO or CFO.


At Nalders, we will look over your employment contract and advise you on points that are ripe for negotiation.  We believe it is imperative that employees ask for what they want before they accept the position.  If you are concerned that having clear objectives for your remuneration package could cause your prospective employer to offer the position to someone else, remember these wise words from a seasoned HR professional, “Whenever we get someone cheap, we think how lucky we are”.


Prime areas for negotiation in an employment contract


There are a number of areas that can be negotiated in an employment law contract.  If you cannot get the company to move on salary, ask for benefits to be added to your package instead.  Examples include:


  • Travel vouchers
  • Gym membership
  • Health insurance
  • Annual bonuses based on mutually negotiated KPIs


Negotiating flexible working time


These days, one of the key areas for negotiation is working hours and locations.  The internet has afforded many people the ability to work from home, which not only allows for more family time but can save considerable money on commuting costs.


Working hours can also be negotiated.  Maybe you want to spread your hours over four days so you can have a three-day weekend.  Or work mainly school hours and make up additional time in the evening when the little ones are in bed.


Whatever arrangements you are looking for, the best time to ask is before you sign your employment contract.  Our employment law solicitors have years of experience in negotiating employment law contracts and can negotiate on your behalf, or provide you with the knowledge and confidence to ask for what you want.


Restrictive covenants in employment contracts


Restrictive covenants are clauses in an employment contract which prohibits an employee from competing with his or her ex-employer for a certain period after they have resigned or prevents the ex-employee from soliciting or dealing with customers of the business by using any knowledge of those customers gained during his or her prior employment.


Restrictive covenants (sometimes known as Restraints of Trade) are technically void as they go against public policy; however, if the employer can prove that the covenant is designed to protect their legitimate business interests and go no further than is reasonably necessary to protect those interests, the court may uphold them.


It is therefore crucial that you negotiate a Restrictive Covenant robustly before you agree to an employment contract, lest your options be constrained regarding how you earn a living if you resign at some point in the future.


To make an appointment with one of our employment law team please fill in our contact form, or phone our Truro office on 01872 241414.


Many businesses use the franchising business model; well-known examples include, in the fast food sector (McDonald’s), hotels (Holiday Inn), utility services (Dyno-Rod) and retail products (Body Shop).  If you are looking to purchase a franchise or expand your existing business by setting up a franchise, our expert commercial solicitors will assist you every step of the way.


If you are looking to start your own business, a franchise offers a relatively low-risk way to enter a market.  Unlike creating a start-up, by purchasing a franchise you will not have to establish a brand, you will receive training and possibly benefits such as discounts, through your franchise, on expenses such as insurance and supplies.


We act for franchisors, franchisees and industry bodies.  Our services include:


  • Negotiating and drafting franchise agreements
  • Advising both domestic and international clients on setting up a franchise model in the UK
  • The selling of franchise networks
  • Advising clients on the implications of the Trading Schemes legislation on service delivery structure
  • Resolving disputes


Intellectual Property


From a franchisor’s point of view, by letting go of control of the day to day running of your business, you risk damaging the brand and intellectual property you have worked so hard to establish.  To protect your best interests, we will draft robust license and franchising agreements to ensure the name and brand you have worked so hard to create, remains intact.


Nalders Solicitors have a wealth of experience advising on franchises in Cornwall and the surrounding counties.  This experience ensures that our commercial law team is well placed to assist all parties to a franchise, to create a strategy that ensures the franchise and each business, grows and prospers.


To find out more about how we can advise on buying or selling a franchise, please fill in our contact form, or phone our Truro office on 01872 241414.

Option Agreements

Option agreements are common in property development. Whether you are buying or selling a property, we can draft an option agreement which will adequately protect you and promote your interests.


How Options Agreements Work


An option can be a simple right to buy a property, a right to sell, a cross-option (whereby the particular buyer has a right to buy and the particular seller, a right to sell), or a reverse option (these are used where the property is worth more following a trigger event, such as planning permission being granted, after which an “overage” payment is made; if the payment is not received there is option to buy the property back).


An option agreement can be for:


  • Purchase by a fixed date
  • Purchase upon the completion of a certain condition


Options can be for any length of time – it is up to you and the parties involved to negotiate the time limits.


If you are a developer, an option agreement gives security that the seller cannot seek an alternative buyer if there are delays in obtaining planning permission. The option can also be registered on the property’s title.  This is a very useful tool if a development would be unviable without a key component such as planning permission.


If you are a seller, securing an option agreement guarantees a buyer if you are experiencing a period of downturn and (usually with the added security of a deposit).


How We Can Help You


Accurate drafting of an option agreement is essential. Our commercial property team will ensure your option agreement sufficiently protects you in the face of unforeseen circumstances which may arise in the time before the option is exercised. The agreement needs to include:


  • All of the details of the property the agreement is concerned with
  • The duration of the option
  • Conditions which must be fulfilled before the option will be exercised
  • The amount of the deposit and how it is to be paid
  • Any possibility of extending the option and how this will be determined
  • A dispute resolution procedure and conditions under which the agreement can be terminated by the buyer or seller.


We can also register the option agreement with the Land Registry, which will lodge the option on the property’s title.  A sale of the property to another buyer will not then be possible as it will trigger the filed option.


Additionally, if you require an overage agreement, we have the experience necessary to draft the necessary documents.  Agreements not written meticulously expose parties to the risk of paying large sums for damages, should unforeseen circumstances arise.


To find out more about how we can advise you on an option agreement, please fill in our contact form, or phone our Truro office on 01872 241414.

Partnership and Shareholder Agreements

If you go into business with one or more people, your organisation will be structured as a Partnership, a Limited Liability Partnership or a Limited Liability Company.  To regulate decisions related to profit sharing, roles within the organisation and what happens if a dispute develops between partners or shareholders, you need a robust partnership or shareholders’ agreement in place.


Our commercial team will discuss the structure of your business with you and facilitate conversations between partners and shareholders to define the most suitable bespoke terms for your organisation’s unique needs.


Partnership Agreements


A partnership is a trading entity whereby a group of individuals own and operate a business together.  Each partner is entitled to take a share of the profit, assets and liabilities.


A limited liability partnership is similar to a conventional partnership, except that the liability of each partner only extends to cover the amount of money they invested in the business and any personal guarantees they may have made for business loans.


The items that should be clearly defined within a partnership agreement include:


  • Commencement and duration of the partnership
  • The partnership name
  • Place(s) of business and ownership of the property
  • The accounts system to be used
  • Banking arrangements
  • Capital, current accounts, drawings
  • Partners obligations and duties
  • Maternity leave
  • Management and meetings
  • Limitation on any one partner’s authority
  • Retirement and expulsion of a partner
  • A disputes resolution procedure


Shareholders’ Agreements


If you choose to trade under a limited liability company and have other investors, you will need a shareholders’ agreement in place to govern how the company is run.


A well-strategised, clearly drafted shareholders’ agreement will:


  • set out the shareholders’ rights and obligations;
  • regulate the sale of shares in the company;
  • describe how the company is going to be run;
  • provide an element of protection for minority shareholders and the company
  • define how important decisions are to be made
  • set out the procedure for payment of dividends
  • outline a clear disputes resolution procedure


Our Approach


We provide all of our clients with clear, concise legal advice, designed to ensure partnership or shareholder agreements are drafted to reflect the needs of all members of the organisation.


By taking the time to listen to our clients’ business goals and challenges, our agreements provide signatories with the assurance that their partnership or company is based on solid, contractual foundations with a clear disputes resolution procedure in place.


To find out more about how we can advise on partnership and shareholder agreements, please fill in our contact form, or phone our Truro office on 01872 241414.

Intellectual Property

An organisation’s intellectual property (IP) is now more than ever, an asset to be strongly safeguarded to ensure it’s ongoing success.  Innovation and creativity are increasingly valued, so companies must invest in expert legal advice to ensure their IP assets are protected and defended, should an infringement occur.


What is IP?


The World Intellectual Property Office defines IP as, ‘creations of the mind, such as inventions; literary and artistic works; design; and symbols, names, and images used in commerce.’  In the UK, intellectual property rights are registered with the Intellectual Property Office (IPO) though there are other entities which register rights at an EU or international level.


What types of IP are there?


The most common types of IP matters we deal with are:


  • Patents
  • Trademarks and Passing Off
  • Copyright
  • Design Rights
  • Trade Secrets


We can assist you with registering IP under domestic and international law, ensuring you understand upfront what can sometimes be a long and complex process, particularly in regards to registering a patent.


Infringement of IP rights


If someone has infringed your IP rights, the matter must be dealt with swiftly and resolutely.  We will quickly locate the source of the breach and take appropriate action to ensure the infringement ceases, including applying for court injunctions.


Our commercial law team can also represent you in mediation or court if you wish to seek damages if the infringement of your IP has led to financial loss.


To find out more about how we can advise you on intellectual property law, please fill in our contact form, or phone our Truro office on 01872 241414.

Joint Ventures

Joint ventures provide an ideal vehicle for teaming up with other businesses that can bring additional skills, contacts and/or capital to a project.  Our commercial law team has the experience and expertise required to not only advise on creating a strategy for creating a joint venture but draw up robust joint venture agreements and represent you should a dispute happen between joint venture partners.


Why enter a joint venture?


A joint venture occurs when two or more companies agree to work together to complete a specific project and split the profit.  The advantages of entering a joint venture include;


  • Each party to the joint venture can add to the capital needed to complete the project
  • Different parties can provide alternative skills and expertise
  • In cases where you wish to establish a presence in a foreign market, creating a joint venture with a business already trading in the region can provide access to customers and distributors
  • Each party to the joint venture shares liability


The importance of a joint venture agreement


Unfortunately, joint ventures can provide the perfect conditions for disputes to arise. Due to the risk of disputes, it is imperative that nothing is agreed on simply a ‘handshake,’ a professionally drafted joint venture agreement is crucial to ensure the project is a success.


A well-drafted joint venture agreement will set out:


  • the nature, scope, and goals of the project
  • the amount of capital and resources committed by each party
  • the responsibilities of each party
  • how profits will be shared
  • a robust disputes resolution clause


If a dispute does develop, it can create a deadlock, grinding the project to a halt.  Our commercial law team has decades of experience in quickly getting to the crux of disputed issues and using alternative dispute resolution methods such as round-table discussions and mediation to resolve matters quickly and cost-effectively.


To find out more about how we can advise you on joint ventures, please fill in our contact form, or phone our Truro office on 01872 241414.

LPAs for Businesses

For those with business interests, it is important to consider the benefits of a commercial Lasting Power of Attorney (LPA), specifically drafted to give your chosen Attorneys authority in connection with your business interests.


Commercial Lasting Powers of Attorney can be a vital part of ensuring the continued smooth running of your business and ensure that valuable inheritance tax reliefs are not lost.


Personal Guarantees

A personal guarantee (also called an individual guarantee) is

  • a promise,
  • given by an individual,
  • to ensure that a third party fulfils its obligations, and/or
  • a further promise to fulfil those obligations if the third party fails to do so.


The most common situation where someone is asked to provide a personal guarantee is where someone is involved with a limited company, that company is borrowing money and the bank wants those involved to risk some of their personal assets to help secure the loan.


Before a guarantee is legally effective you must attend a face-to-face meeting with either your lender or an independent solicitor so someone can explain your liability under the guarantee and provide warnings about the risks involved. Most lenders prefer to shift the responsibility for explaining the potential liabilities to a solicitor.


The lender will require written confirmation from the solicitor that they have fully explained to you the nature of the documents and the practical implications they will have. The lender will rely on that written confirmation so that once the transaction has been entered into, you should not be able to dispute that you are legally bound by the personal guarantee.


There is no reason why the solicitor advising your limited company cannot provide the independent advice on the personal guarantee. However most solicitors firms and we are among them, prefer that the advice is provided by a different person within the same firm as this helps to emphasise the difference between who the client is.   The solicitor advising the limited company has a duty to act in the best interests of the limited company. However the solicitor advising on the personal guarantee has a duty to act in the best interests of the persons giving the guarantee. They are not the same thing, even when the guarantors are directors.


Once you have nominated a solicitor to advise on the guarantee, the lender should send all necessary information to enable them to advise properly.   Once the solicitor has the information that they need to advise you, you will need to arrange to meet them face-to-face to go through their advice. You may be surprised by the detail which the solicitor goes into when advising you. The guidance from the courts is clear – solicitors are required to appreciate the importance of the task of advising you and not treating the advice as a mere formality. The discussions between you and the solicitor should take place using suitable, non-technical language.


The solicitor will usually cover:

  • The nature of the documents and the practical consequences that these will have if signed by you.
  • The seriousness of the risks involved.


Once they have provided the advice, the solicitor should check whether you still wish to proceed. Assuming that you do, the solicitor will usually obtain your consent to prepare and send off the written certificate which the bank requires to release the funds to any limited company.


Nalders advise on many guarantees every year and are usually able to offer appointments at short notice. If you would like to speak to someone about a guarantee, please contact Gayle McDermott or Lee Middleton in our Business Department on 01872 241414.


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Nalders Solicitors is a trading name of Nalders LLP and is a Limited Liability Partnership registered in England and Wales (LLP No. OC354499). We use the term partner to refer to a member of Nalders LLP. A list of the members may be inspected at our registered office: Farley House, Falmouth Road, Truro, Cornwall. TR1 2HX. Nalders LLP is authorised and regulated by the Solicitors Regulation Authority No. 538003. Resolution Accredited Specialist. We will not accept service by electronic mail. VAT Registration No. 131 8555 74