SERVICES · CORPORATE GOVERNANCE & COMPANY LAW
Who decides, who owns, and what happens when they fall out.
Company formation, articles of association, shareholder agreements and plain-English advice on company law — so the people who built the business keep control of it, and know what happens if one of them leaves. Fixed fee, agreed before we start.
TKJ Legal Services is a trading style of TKJ Global Media Ltd. We are not a law firm regulated by the SRA, and no one here practises as a solicitor. What that means for you.
WHAT’S INCLUDED
What we do here
- Company formation at Companies House, with the share structure thought through before it is filed
- Articles of association drafted or amended — if you register none, the Model Articles become your articles by default (s 20 Companies Act 2006), whether or not they suit you
- Shareholder agreements: who decides what, what happens on deadlock, and what happens when someone wants out
- Share classes, voting rights and dividend rights written to do what you actually intended
- Board and shareholder resolutions, written resolutions, and the minutes behind them
- Directors’ duties explained in plain English, and where the personal exposure really sits
- Share transfers and the stock transfer form, including what the company must hold before it can register one (s 770 Companies Act 2006)
- Pre-emption rights, drag-along and tag-along provisions
- Company secretarial support: statutory registers, confirmation statements, changes of officers and filings
Good to know
- An agreement cannot outrank the statute. A director can still be removed by ordinary resolution “notwithstanding anything in any agreement” (s 168 Companies Act 2006) — the protection belongs in the articles, not the side agreement
- Your constitution binds you and the company as if you had each covenanted to observe it (s 33), and it can be rewritten on a 75% special resolution (s 21). Who holds what percentage matters more than most founders expect
- We draft agreements to be signed under hand rather than as deeds, and plain stock transfers only
- Fixed fee per document, or per formation
HOW IT WORKS
Three steps, one fixed fee.
Tell us the shape of it
Who is involved, what each is putting in, who is to decide what, and what should happen if one of you wants to leave.
Fixed-fee quote in writing
Scope, price and turnaround. Nothing is billable until you say yes.
Documents and a running order
The articles, the agreement and the resolutions — with a note on what has to be filed, and by when.
WHERE WE STOP
The line we don’t cross
Shares are personal estate, and preparing an instrument relating to personal estate is a reserved activity under the Legal Services Act 2007. Two express exclusions are what keep ordinary corporate drafting outside it, and we stay inside both: the Act excludes “an agreement not intended to be executed as a deed” and “a transfer of stock containing no trust or limitation of the transfer”. So we draft to be signed under hand, and plain transfers only. If your deal needs a deed, or a transfer subject to a trust or a limitation, that is a solicitor’s job and we will say so rather than stretch.
Not on this service
- Anything intended to be executed as a deed
- Share transfers carrying a trust or a limitation on the transfer
- Court proceedings, including unfair prejudice petitions (s 994 Companies Act 2006) and derivative claims
- Insolvency work, which is reserved to licensed insolvency practitioners
- Promoting an investment, or approving a financial promotion (s 21 Financial Services and Markets Act 2000)
- Tax structuring, share valuations and SEIS or EIS assurance — that is your accountant’s work
QUESTIONS
Asked before, answered straight.
We have articles. Do we also need a shareholders’ agreement?
They do different jobs. Your articles are filed at Companies House and anyone can read them; they bind the company and every member as though each had covenanted to observe them (s 33 Companies Act 2006). A shareholders’ agreement is private, binds only those who sign it, and can carry the things you would rather not publish — what happens on deadlock, who may join the board, what a departing shareholder is paid. Most small companies want both, and they have to be drafted together so they do not contradict each other.
Can a shareholders’ agreement stop me being removed as a director?
No, and anyone who tells you otherwise has not read s 168 of the Companies Act 2006: a company may remove a director by ordinary resolution “notwithstanding anything in any agreement between it and him”. A side agreement cannot switch that off. What can help is the constitution itself — for example share rights that carry extra votes on a resolution to remove that director. That is a drafting decision to take when the company is set up, not after the falling-out.
Can you form the company for us?
Yes. Incorporation is a filing, not a reserved legal activity, and formation agents do it every day. The value is not the filing — it is deciding the share structure before it is filed, because unpicking it afterwards costs far more than getting it right first.
Why do you draft agreements “under hand” and not as deeds?
Because that is the line between work we may lawfully do and work reserved to solicitors. The Legal Services Act 2007 excludes from “instrument” an agreement not intended to be executed as a deed. Drafting to be signed under hand keeps your document outside the reserved category. For the great majority of shareholder agreements that is the normal way to sign anyway; where a deed is genuinely needed, we will tell you, and that needs a solicitor.
We are raising money from investors. Can you help?
With the documents, yes — the articles, the subscription terms, the share rights. What we cannot do is promote the investment or approve a financial promotion, which is restricted by s 21 of the Financial Services and Markets Act 2000 to authorised persons. We also leave the tax to your accountant.
Tell us what you’re dealing with.
Booking a call costs nothing and commits you to nothing. If it needs work, you get a fixed-fee quote in writing.