Business Structures

This agreement for the sale or purchase of a business contains basic terms for a sale of the assets of a business on a going concern basis (that is, that the business will function without the reasonable threat of liquidation for the foreseeable future).

This eleven page document contains 14 clauses covering

• definitions
• sale and purchase
• consideration
• conduct of business before completion
• completion
• action after completion
• debts and liabilities
• contracts and employees
• apportionments
• warranties
• confidentiality
• notices
• law and jurisdiction
• a general clause addressing further assurance, variation, the scope of the agreement, representation, severability, assignment and third party rights.

This contract is suitable as a template either for the sale of a small business which is not established as a limited company, or for the sale of stock and other assets by a limited company.

This agreement is for the sale and purchase of a limited company by the sale of all of the shares in the company to the purchaser(s). This agreement is suitable for the acquisition or disposal of a small or medium sized company which has no subsidiaries.

This nine page document contains 13 clauses covering

• definitions
• sale and purchase
• sale price
• completion
• warranties
• indemnity
• further assurance
• non-competition
• payment of costs
• announcements and confidentiality
• notices
• law and jurisdiction
• a general clause detailing variation, the scope of the agreement, representation, severability, assignment and third party rights

An annexure allows for a disclosure letter to be written by the sellers.

You need this document if you want to buy or sell a small or medium-sized limited company, and want to buy or sell all shares in the company.

This agreement is suitable for use where both Seller and Buyer are the only Shareholders in a Company and the effect of the sale will be to transfer control of the Company to the Buyer.

This five page document contains 7 clauses covering

• sale and purchase of shares
• price
• warranties
• completion
• law and jurisdiction
• shareholders’ agreement
• a general clause addressing variation, the scope of the agreement, representation, severability, assignment and third party rights.

This agreement is shorter than many such agreements because of the relationship of the parties, both of them being shareholders and represented on the board of the company.

Warranties are therefore limited and the contract deals primarily with the number and shares to be sold, price, actions on completion - payment and resignation of directors.

The agreement provides for the cancellation of a shareholders' agreement if this exists.

You need this document if you want to transfer control of a company from a Seller to a Buyer, where the Seller and Buyer are the only shareholders in a company.

This Bidding Agreement (Teaming Agreement in the USA) sets out the basis upon which two parties will co-operate together to bid for a contract.

This five page agreement contains 10 clauses covering

• co-operation
• submission of tender & pre-contract negotiations
• tender preparation costs
• subcontract
• further agreement
• duration
• confidentiality
• obligations and restrictions
• assignment
• governing law and disputes

You need this document if you want to work together with another party to bid for a contract. The terms of the agreement set out your relationship to the other party, and your mutual obligations.

All UK businesses have to have a code of conduct regarding Bribery in order to comply with the Bribery Act 2011.

Over seven pages, the code covers

• the company’s anti-bribery structure
• hospitality & gifts.
• risk assessment
• due diligence
• communication (including training)
• monitoring & review

A detailed appendix is included, containing

• Summary of the Bribery Act
• Examples of prohibited activities
• Sample Risk Matrix and Register
• Sample Contract Clauses
• Training Schedule
• Entertainment/Hospitality Form

This Code of Conduct covers all the points in detail so that your company is protected from claims for corporate offences under the Act.

This Business Forms Pack is a collection of one-page forms suitable for a small business.  

There are no detailed explanatory notes as each form is self-explanatory.  

They are all in Word format and can easily be adapted or customised for your own business.

This business forms pack incorporates:

• Purchase Order
• Confirmation of Purchase Order 
• Invoice 
• Statement of Account
• Time Recording Form
• Expenses Claim Form
• Mileage Claim Form
• Petty Cash Voucher
• Message Recording Form
• Overtime Claim Form

These standard forms for running a small business will make admin easier and give you  a professional presentation to customers and clients.

This Deed of Adherence is a short document for use where an individual becomes a shareholder in a company. The deed is required to become a party to a shareholders' agreement, entered into before he can obtain his shares.

This Franchise Agreement is designed for use by the owner of a business who wishes to expand by appointing a franchisee to carry on their own business using the name, assets and so on belonging to the franchisor.

This fourteen page document contains 18 clauses covering

• definitions
• payment of the franchise fee and grant of the franchise
• renewal of the term
• franchisor’s obligations
• franchisee’s obligations
• sale of the franchise business
• termination
• termination consequences
• title
• severance
• the franchisor’s right to assign
• goodwill
• notices
• no partnership or agency
• waiver
• the scope of the agreement
• value added tax
• jurisdiction

Two Schedules are included, allowing parties to specify in detail the obligations of the franchisor and franchisee.

The franchise agreement is suitable as a template for a wide range of businesses – from a type of restaurant to a particular service to the public, such as valeting cars.

This is a three party agreement, suitable for three individuals proposing to set up a new company in which each of them will be a shareholder and a director.

This is a 4 page document with 14 clauses covering

• objectives
• company formation
• initial capital
• additional capital
• profits policy
• directors
• management of business
• matters requiring unanimity
• bankers
• accountants
• deadlock
• good faith and non-competition
• preparation of a formal shareholders’ agreement
• governing law and disputes

You need this document if you’re looking to ensure clarity and safeguard the interests of shareholders. Also see our Checklist for Shareholders Agreement.

For a two party shareholders’ agreement template, see Document A107.

This is a Joint Venture Agreement for two parties and it contemplates that they will collaborate with each other on a number of projects. It is assumed that both parties are limited companies.

This twenty-one page document contains 24 clauses covering

• definitions and interpretations
• formation of joint venture
• duration
• duties and responsibilities
• management
• project director
• tender – preparation and submission
• contract
• distribution of profit
• bank accounts
• working capital
• accounts
• default
• personnel and plant
• services of parties
• insurance
• bonds and guarantees
• confidentiality
• intellectual property
• force majeure
• taxes and VAT
• notices
• resolution of disputes and governing law
• a general clause detailing the scope of the agreement, amendment, warranties, severance, waiver, assignment, partnership, third party rights and the Competition Act of 1998.

Provision is made for schedules detailing the authority of the project director, contributions in kind to the joint venture made by the parties and initial working capital requirements.

You need this document if you are a limited company looking to collaborate with another limited company on a number of projects, and want a comprehensive agreement to formalize the terms of your relationship.

This Joint Venture Agreement is suitable for a joint venture between two firms in the construction industry who want to bid for a series of contracts together.

It is assumed that both parties are limited companies.

The agreement is comprehensive and contains 24 clauses covering

• definitions and interpretation
• formation of joint venture
• duration
• duties and responsibilities
• management
• project director
• tender – preparation and submission
• contract
• distribution of profits
• bank accounts
• working capital
• accounts
• default
• personnel & plant
• services of parties
• insurance
• bonds and guarantees
• confidentiality
• intellectual property
• force majeure
• taxes & vat
• notices
• resolution of disputes and governing law
• a general clause detailing the scope of the agreement, severability, amendment, warranties, waiver, assignment, relationship between the parties, the competition act and third party rights.

Provision is made for schedules detailing the authority of the project director, contributions in kind to the joint venture made by the parties and initial working capital requirements.

You need this document if you represent a limited company wanting to enter into a joint venture with another company in order to bid for projects jointly.

This LLP Agreement is suitable for three (or more) individuals who wish to form a limited liability partnership in accordance with English law.

This thirteen page document contains 25 clauses covering

• definitions and interpretations
• establishment of LLP
• business of LLP
• capital
• profits and losses
• drawings and expenses
• conduct of LLP business
• good faith and indemnity
• LLP bank
• accounts
• holidays
• insurance
• termination
• expulsion
• consequences of death, retirement or expulsion
• share of former member
• dissolution
• restriction of former member
• confidentiality
• notices
• disputes and governing law
• third party rights
• the scope of the agreement
• severability
• waiver

You need this contract if you want to establish a three-person or more limited liability partnership, and want to set out your relationship to the other parties, your mutual obligations, and the rules governing the conduct of your partnership.

This Novation Agreement is for use where a company (the Seller) is selling its business and as part of the sale is transferring its contracts with its customers to the Buyer.

Under this Agreement the contracts are assigned and the Buyer takes over the Seller's responsibilities for performing the contracts of the customers, and with the agreement of the customers.

In addition to the explanatory notes we include a suggested form of letter to be sent to customers explaining the reasons for the transaction and requesting them to sign the Novation Agreement.

You need this document if you are selling your business, and want to transfer your contracts with customers to the Buyer.

This partnership agreement is suitable either for the establishment of a new partnership or for formalising an existing partnership.

It deals with partnership capital, profits and losses, drawings by partners, conduct of partnership business and decision-making including provisions relating to deadlock.

This eleven page document contains 21 clauses covering

• definitions and interpretations
• establishment of partnership
• principal office and property
• capital
• profits and losses
• drawings
• partnership loans
• conduct of partnership business
• good faith
• restriction on partners
• partnership bank
• accounts
• holidays
• insurance
• termination, retirement and death
• post termination provisions
• notices
• disputes, deadlock and governing law
• the scope of the agreement
• severability
• waiver

You need this contract if you want to establish a two-person partnership, or formalize an existing partnership, and want to set out your relationship to the other parties, your mutual obligations, and the rules governing the conduct of your partnership.

For Guidance and info on using Partnership Agreements see our blog article.

The Agreement is suitable either for the establishment of a new partnership or for formalising an existing partnership of three partners.

It deals with partnership capital, profits and losses, drawings by partners, conduct of partnership business and decision-making.

This fourteen page document contains 24 clauses covering

• definitions and interpretations
• establishment of partnership
• principal office and property
• capital
• profits and losses
• drawings
• partnership loans
• conduct of partnership business
• good faith
• restriction on partners
• partnership bank
• accounts
• holidays
• insurance
• termination, retirement and death
• consequences of retirement, expulsion or death
• former partner’s share
• dissolution
• restriction of former partner
• notices
• disputes and governing law
• scope of the agreement
• severability
• waiver

You need this contract if you want to establish a three-person partnership, or formalize an existing partnership, and want to set out your relationship to the other parties, your mutual obligations, and the rules governing the conduct of your partnership.

For Guidance and info on using Partnership Agreements see our blog article.

The Agreement is suitable either for the establishment of a new partnership or for formalising an existing partnership. It deals with partnership capital, profits and losses, drawings by partners, conduct of partnership business and decision-making.

This fifteen page document contains 24 clauses covering

• definitions and interpretations
• establishment of partnership
• principal office and property
• capital
• profits and losses
• drawings
• partnership loans
• conduct of partnership business
• good faith
• restriction on partners
• partnership bank
• accounts
• holidays and leave
• insurance
• termination, retirement and death
• consequences of expulsion, retirement or death
• former partner’s share
• dissolution
• restriction of former partner
• notices
• disputes and governing law
• the scope of the agreement
• severability
• waiver

You need this contract if you want to establish a four- or five-person partnership, or formalize an existing partnership, and want to set out your relationship to the other parties, your mutual obligations, and the rules governing the conduct of your partnership.

For Guidance and info on using Partnership Agreements see our blog article.

This shareholders agreement is for use by three or more individuals as shareholders in a limited company.

This twelve page document contains 19 clauses covering

• interpretation
• business and name of the company
• capital
• profits policy
• directors, chairman and secretary
• meetings
• conduct of the business of the company
• bank accounts
• accounting information
• matters requiring the consent of all shareholders
• shares
• exercise of voting rights
• non-competition, restrictions and confidentiality
• transfers of shares
• default
• deadlock procedure
• notices
• governing law and resolution of disputes
• general clauses addressing the scope of the agreement, assignment, waiver, ambiguity and partnership

This Shareholder Agreement can be used both for setting up a new company and for a company that already exists. Alternative wording is provided for each situation.

The contract is for use in England and Wales, and is governed by English law.

This shareholders' agreement is suitable for two individuals who set up a limited company to run a new business in which each of them will have 50% of the shares.

This is an eight page document with 18 clauses covering

• interpretation
• the nature of the company's business
• capital
• profits policy
• the company’s directors, chairman and secretary
• meetings
• day to day conduct
• the company’s bank account
• accountants and registered office
• matters requiring the consent of both shareholders
• shares
• exercise of voting rights
• non-competition
• default
• deadlock procedure
• death of a shareholder
• a miscellaneous clause addressing partnership, assignment, notices, waiver, ambiguity and governing law.

This agreement is useful as a basic document to ensure clarity and safeguard the interests of shareholders. Also see our Checklist for Shareholders Agreement.

For a three party form of this shareholders’ agreement, see Document A166.

A business start-up book to cover all the basics – explaining in short, easy-to-read chapters everything from business plans and raising finance to employing people, sales skills to VAT, finding premises to exhibiting. It is designed for the first-time, would-be entrepreneur and provides many answers as well as good questions

It is light and easy to read, practical and without unwanted jargon or technicalities.  There are many colourful illustrations helping divide up the 101 different topics. 

It's a PDF over 128 pages of useful, stimulating and inspiring content, written by accountant and entrepreneur Michael Carter.

Read more and view sample pages on the blog.

This free document goes in detail through the matters you need to consider when entering into a Joint Venture.

It is designed to work with our documents such as the Heads of Agreement but it will be useful to anyone drawing up such an agreement from ContractStore or elsewhere.

This free document goes in detail through the matters you need to consider when drawing up a Shareholder's Agreement.

It fits closely with our Shareholder's Agreement contract template but it will be useful to anyone drawing up such an agreement from ContractStore or elsewhere.

This is a PDF Pamphlet on Starting a Business - with Legal Tips from ContractStore's legal experts.

It introduces what you need to know for setting up - taxes, company structure, naming your business, and of course the legal documents and info that you need to put in place to establish your company.

This free guidance document provides detailed notes on the legal entity of Limited Liability Partnership (LLP) established in the UK by the Limited Liability Partnerships Act 2000.

This free 24-page document, supplied to ContractStore by Cantium Consulting Ltd will help you with the preparation of a Business Plan.

Written by Andrew Bradley of Cantium Consulting Limited, this free guidance document is in PDF format. It covers the basics for deciding what company structure to use and takes you through the processes needed when running a limited company.

Our Business Structures section contains the useful contract templates you'll need to set up a business.

The Builder's Business Pack contains a collection of useful advice and contract templates to help you in your business as a builder or construction contractor. The pack represents great value, as the contents cost a lot more when purchased separately, and we've picked relevant supporting documents to help and give guidance as well.

This consultant's business pack contains a collection of legal documents and statements for use when setting up a website to supply consultancy services as well as various helpful guidance documents for someone setting up a new business. The pack is suitable for a wide range of consulting businesses.

This online retailer's business pack contains a collection of legal documents and statements for use when setting up an e-commerce website to sell goods online as well as various helpful guidance documents for someone setting up a new business.
 

The Homebuilder Pack contains a collection of contract forms and useful guidance notes for use by a home owner or self-builder who wants to build a new home or an extension or some other work on an existing home.  The Homebuilder Pack has been developed in collaboration with Self Build Zone who provide insurance products for the self-build market.