Category: ‘Business Planning’

Protected: Seminar: Why Everyone Should Have A Shareholder/Partnership Agreement

Monday, August 1st, 2016

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8 Reasons To Have a Shareholders’ Agreement

Monday, June 27th, 2016


Even though there is no legal requirement to have a formal shareholders agreement, every company with more than one shareholder is well advised to have one. Shareholder agreements ensure that the running of the company and the responsibilities of the shareholders are properly thought through, there is clarity and certainty as to what can or cannot be done and decisions are taken by consensus and discussion. As a result, it will reduce the potential for conflict between shareholders and help the company to be run smoothly and profitably. Putting such an agreement in place is often quite far from everyone’s thoughts when starting a new business, but it is better to get a shareholders agreement put in place at the outset because, further down the line, views will almost certainly diverge, circumstances change and resentment can build between shareholders leading to fractious disagreement in respect of the company. It is, however, essential that a full business owner’s fact find is carried out before setting up a Shareholder’s Agreement. All companies are different and the business owner’s fact find will help to identify other need areas or potential conflicts that may need addressing so that the Shareholders Agreement is set up correctly.



Here are the following key benefits that make having a shareholders’ agreement important:

1.      Protection

The agreement works in conjunction with a company’s articles of association, but will give shareholders greater protection than is provided by the articles alone, not least because companies are often set up quickly and cheaply just with standard articles. These standard articles will not include much detail regarding protective provisions for shareholders or define the limits of their responsibilities.

2.      Flexibility

Ordinarily a company is subject to control in accordance with the comprehensive body of company law (contained in both statute and case law) which governs how a company should be run. However, a shareholders’ agreement can contain any arrangement agreed between the shareholders and can vary what would otherwise be the legal position without it.

3.      Decision Making

Unless agreed to the contrary in a shareholders agreement, the management of the company is determined mostly by the board of directors, while certain key decisions (particularly anything relating to ownership) are required to be made by the shareholders in general meetings (or by written resolution). Therefore an agreement is important to fully determine the basis for important decision making, to restrict the power of the directors where necessary and to provide protection for the parties involved in the ownership of the company against the actions of the others, whether minority, majority or equal shareholders.

4.      Privacy

As opposed to articles of association which is a public document made available at Companies House, the shareholders agreement will remain private and confidential and will not be open to view by others such as creditors or non-member employees.

5.      Dispute Resolution

Having a shareholders agreement is a cheap way to minimise any potential business disputes between owners by making it clear how certain decisions are made and also by providing a framework and procedures for dispute resolution.

6.      Finance Potential

The existence of a shareholders agreement can assist in raising finance from banks or creditors and also demonstrates the stability of the business to other potential partners.

7.      Succession

It prevents situations where changes in one shareholder’s personal circumstances can have an effect on the company or other shareholders within the company, safeguarding each shareholder’s financial interest in the company, and the interests of the shareholders’ families in the event of the death of a shareholder.

8.      Minority Shareholder Protection

A shareholders agreement protects the rights of minority shareholders and the investment value of their shareholding. Without an agreement, majority shareholders may force issues that are not in the minority shareholders’ interests. Once in place a shareholders agreement can only be amended with the agreement of all of the shareholders whereas the company’s articles of association can be changed by a 75% majority meaning that a shareholders agreement provides better protection for minority shareholders.



If you think you might benefit from a Shareholders’ Agreement, please email Warren McCleary at or phone him on the office number 028 3831 6111.

Free Budget Impact Breakfast 22 March 2016

Tuesday, March 8th, 2016

To book your free place click REGISTER HERE

The 2016 Spring Budget will be on 16 March this year and as usual we aim to keep local business people informed of how any changes will impact on them.  This year we have joined forces with CIDO and will be running our Budget Breakfast at their Excellent Innovation Centre on the Charlestown Road, Portadown, on 22 March.  The event will kick off at 9.00am with breakfast and will conclude by 11.00am.

Many of the changes taking place from 5 April have already been announced and are very significant, we will cover these, as well as the new 2016 Budget announcements.

Chartered Financial Planner, Jason Holmes of Lumen Financial Planning, will cover, the largely welcome, changes to Pensions and Investments.

Warren McCleary FCA, will cover, the mostly less welcome, changes to taxation!  In particular the attack on Buy to Let Landlords and dividends.

To book your free place click REGISTER HERE

The Dangers of Growth & How to Negotiate Them

Monday, August 4th, 2014



Lough Neagh Discovery Centre

9.00am to 11.30am

At long last we are seeing the first signs of recovery.  We all want to see our business grow but if not properly planned, it can be even more dangerous than contraction!  Growth requires increased working capital, improved infrastructure and systems.  In this seminar we will attempt to identify the risks and suggest how to avoid them.  No one wants to see their business fail because of too much growth! To register for this seminar, simply send an email to

Why management accounts are helpful

Friday, August 1st, 2014

Management accounts, produced on a regular basis, will give you and your professional advisor the information you need to manage your business and keep your planned profit growth on-track. They also provide the basic data that you will need to minimise your tax payments and keep your business on track to produce sustainable profits. Additionally, management accounts can be used to:

Keep your bank informed

If your business is constantly pushing towards the top end of its overdraft or loan facilities, your bank manager will be much more sympathetic to your requests for more support if you can provide regular up-to-date accounts.

Plan the purchase of new plant, equipment or vehicles

The tax allowances you can claim for capital purchases can vary significantly. In particular the date on which you buy and the specification of the vehicle or equipment will need to be taken into account. Well worth taking professional tax advice before you make any significant investment in this area.

Plan how you pay yourself

The options you have available to minimise tax and National Insurance on any income you draw from your business depends on the type of business structure you have opted to work with. Self-employed traders will pay tax on their profits regardless of the amount of cash they withdraw for personal needs; directors and shareholders of Limited Companies will pay tax on the amount of salary or dividends they take. Dividends, however, do not attract a National Insurance charge. Each business offers its own opportunities to minimise state deductions and maximise take home pay. You should certainly take advice prior to your year end to make sure you choose the right strategy; waiting until after the year end may close down beneficial options.

Companies House to increase free access to data

Friday, August 1st, 2014

In an effort to increase corporate transparency Companies House is to make all of its digital data available free of charge. This will make the UK the first country to establish a truly open register of business information.

As a result, it will be easier for businesses and members of the public to research and scrutinise the activities and ownership of companies and connected individuals. Last year (2013/14), customers searching the Companies House website spent £8.7 million accessing company information on the register.

The change will come into effect from the second quarter of 2015 (April – June).

Business Secretary Vince Cable said:

“The Government firmly believes that the best way to maximise the value to the UK economy of the information which Companies House holds, is for it to be available as open data. By making its data freely available and free of charge, Companies House is making the UK a more transparent, efficient and effective place to do business.”

It will be interesting to see how enterprising individuals and companies use the data for business development purposes, although the current cost of £1.00 per document shouldn’t really have put many people off!  It doesn’t seem to me to be a good way to spend £8.7 million!!

Trade marks

Tuesday, July 29th, 2014

Ever wondered how you can register a trade mark that makes your brand recognisable, for example a logo or a sound?

Registering a trade mark lets you stop other people from using it without your permission. A trade mark registration lasts 10 years and is only valid in the country of registration. You can renew it every 10 years. Company names and domain names aren’t automatically trade marks. Company names are registered with Companies House (so no-one else can register a company with the same name at the same registry). Domain names for internet use are registered with a domain registrar and are similarly protected.

If you want to protect your brand name or image you will have to go through a different registration process.

Register a trade mark in the UK

  1. Firstly, you will need to check that your brand qualifies as a trade mark – you can’t change it after you’ve submitted an application.
  2. Find out if an identical or similar trade mark already exists – it’s your responsibility to do a thorough search.
  3. If a similar mark does not exist you can proceed to register your trade mark.
  4. The Intellectual Property Office (IPO) checks your application.
  5. The IPO makes your application public to give other people the chance to oppose it.
  6. The IPO accepts or refuses your trade mark application – they’ll send you a certificate if they accept it.

If you are establishing a recognisable brand image the last thing you want is a competitor to capitalise on your hard work by plagiarising your trade mark. The best way to protect your investment is to register your trade mark. The IPO website explains how this can be done or you can employ a registration firm to do the form filling for you.

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