Business Structure

The Employee Share Scheme and EMI Scheme Rules
While the Employee Share Scheme, also known as EMI (Enterprise Management Incentive) schemes are well known for tax benefits for both companies and employees, there are EMI scheme rules that every business should fully understand to remain compliant. EMI legislation has been updated and companies should take legal advice to ensure their circumstances comply with current EMI scheme rules and legislation. The Employee Share Scheme has benefits for both employers and employees As explained in our previous article, What are EMI Schemes?, the Employee Share Scheme is an excellent way for companies and their employees to receive certain tax reliefs,…
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Is a Shareholders Agreement Template a Safe Choice for your Business?
A shareholders agreement is a vital element of any arrangement that involves bringing shareholders into a business. As a legal document that outlines the rights, responsibilities and obligations of shareholders and the company, it is a mutually beneficial agreement protecting the business and the shareholders. It sets out the rules regarding the control of important decisions by the shareholders, the transfer of shares, non-compete obligations, confidentiality clauses and dispute resolution. At JPP Law we only provide bespoke shareholders agreements, but we understand why startups opt for the cheaper solution of a shareholders agreement template. In our view a good template,…
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The Company “Flip Up” – Moving a Foreign Tech Startup to the UK
The UK is undoubtedly a good place to launch innovative technology. The UK has a goal to transform into a tech superpower by 2030 and is developing international partnerships across academia, government and industry to make this happen.  The UK is already ranked fourth in the Global Innovation Index for 2022 and ranked 12th in the 2022 Network Readiness Index, and it is renowned for a thriving tech ecosystem.   The “Flip Up”  This is why the UK has become an attractive option for foreign based tech startups to move their business to the UK via a “flip up”.  Flipping…
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Joint ventures – choosing the right structure and whether to incorporate
As a business owner preparing for a joint venture, you and your potential partner will need to decide how best to structure the business arrangement so that it provides the best platform for your mutual objectives. Several factors will influence your choice of legal structure for the deal, including the scope of the project, its likely duration, the level of risk, taxation and funding, as well as your respective negotiating positions. The decision whether or not to incorporate should be made very carefully. Key options The key choice will be whether or not to set up a new limited company…
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Convertible Loan Notes:  The pros and cons when it comes to raising business finance 
In the UK, convertible loan notes have become a popular option for startups and early stage companies looking to raise finance. These are financial instruments that allow investors to lend money to a company in return for the option to convert that loan into equity at a later date.  When an investor buys a convertible loan note, they are, in essence, lending money to the business, but when certain conditions are met, that money can then be converted to equity or shares. Typically, this conversion occurs when the company satisfies certain conditions, such as a new funding round or an…
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How to Sell a Business Quickly
Selling a business, no matter what size, is a big undertaking requiring plenty of consideration and planning. As an owner or partner, you’ll be looking to get the best possible deal and achieving that means having everything in place from a legal point of view. So your first port of call should be with a team of commercial solicitors with a successful track record in business sales and JPP Law offer a free introductory call which can be utilised before you have found a buyer. It’s a worthwhile exercise because we can provide hints and tips on preparing your business…
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Preparing your business for sale to an MBO team
If you are planning to sell your business, one option might be a management buyout (MBO) if you think the current management team could be interested in buying you out. Planning well ahead will help to ensure that the MBO team is right for the deal, that your business is presented in the best possible shape so that the buyers and their funders can see value and future potential in the proposed acquisition – and that you will receive your just rewards. By getting your business MBO-ready as early as possible, it is more likely that any deal will succeed,…
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Enterprise Management Incentives Schemes (EMI Schemes ): Major Changes for 2023
Enterprise Management Incentive Schemes ( EMI Schemes ), offer significant tax benefits for both companies and their employees by granting the right to shares in the company to employees in the most tax-efficient way (geared towards attracting and retaining employees).  Now the Government has brought in changes to the EMI qualifying conditions, aimed at simplifying the administration of these schemes.  Would your business qualify? Request the EMI Eligibility Questionnaire using the form at the bottom of this page. What has changed and what has JPP Law done to adapt?   Several important changes are now implemented in JPP Law’s Share Option…
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Minority investors need to protect their rights
Becoming a minority shareholder or investor in a business may lead you to believe that, given the limited rights you will have, there are not many important considerations to take into account. However, even a minority investor needs to protect their interests as much as possible and to be able to share or exit its investment in a fair manner. While minority shareholders may not usually benefit from voting rights, it is important to ensure they have access to drag along or tag along rights which provide them with a fair exit. All investors need to know what their rights…
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Merging Partnerships – how to make it a success
Mergers can offer many benefits to two smaller partnerships with good cultural alignment, including sharing costs and resources, access to economies of scale, and reduction of competition. There are a host of commercial issues that one has to be aware of when contemplating a merger of two partnerships. An in-depth analysis of the two businesses is crucial, as is ensuring that required documentation is completed correctly. The process of merging will inevitably require many moving parts, and you'll be better served by having a knowledgeable legal team in your corner to help you address the commercial considerations. Commercial Considerations A…
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