Solicitor Brighton

Brighton Company and Business Law FAQs

What is a retention of title clause?

If you include a retention of title clause in your terms and conditions, you will retain ownership of any goods you sell until you receive payment.  Without a retention of title clause, ownership of goods will pass to the buyer when the goods are handed over and not at the point at which payment is received.

Why should I draft my own terms and conditions of trading?

Whilst you cannot opt out of statutory consumer law, which protects consumer rights, subject to the Unfair Contractual Terms Act, you can limit your liability for some things.  As explained in the previous question, you can also insert a retention of title clause to overrode norms of contract law.

Above all, having your own terms and conditions for both suppliers and customers creates certainty.  You can clarify issues such as delivery, your policy on returns and commitment to quality control. Please contact Brighton business lawyers.

What can a partnership agreement do for my business ?

Brighton commercial lawyers answer :

A partnership agreement allows you to modify the usual standards of law that will usually govern the partnership.  For example, partners will be jointly and severely liable for the debts, actions and contracts entered into the by one of the partners.  If say, one of the partners cannot pay a debt, joint and severable liability will mean one of the other partners may be responsible for paying the whole debt.  Having a partnership agreement allows you to manage the distribution of liability amongst partners; the degree of control that each partner exercises and how profits are shared.

Can notice for a shareholder meeting be sent to shareholders electronically ?

Brighton business lawyers answer :

Yes, under the Companies Act 2006, this is legal, whether done by email or fax.  Other types of information, such as annual accounts, shareholder resolutions where no meeting has been held (such as a general or special resolution), proxy forms and the like can also be sent electronically.  However, shareholders will usually have to give their consent to receiving information electronically.  Information can also be shared electronically via a website, and if the articles of association allow, this might be allowed whether a shareholder  gives their consent or not within a 28 day period.

What percentages of shareholder votes are required for the passage of general and special resolutions respectively ?

Brighton business lawyers answer :

Ordinarily:

• 50% for a general resolution
• 75% for a special resolution

However, this percentage can vary if you have your own articles of association in place (as opposed to the default articles of the Companies Act) and sometimes if there is a shareholder agreement.