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The right structure for a business at launch may not remain the right structure as it grows.New services are introduced....
09/10/2026

The right structure for a business at launch may not remain the right structure as it grows.

New services are introduced. Different trading activities develop. Investment plans change. The owners begin thinking about succession, acquisition or an eventual sale.

At that point, the existing structure may create unnecessary risk or make future plans more difficult to achieve.

A corporate restructuring could involve:

• Creating a group structure
• Establishing a holding company
• Separating trading activities
• Reorganising shareholdings
• Moving assets within a group
• Preparing part of the business for investment or sale

A restructure should have a clear commercial purpose. It also requires careful coordination between the company’s legal, tax and accounting advisers.

Implemented properly, it can create a structure that better supports growth, protects different business activities and prepares the company for its next stage.

If the business has evolved significantly, its corporate structure deserves another look.

Landlords – how confident are you that your tenancy documents and processes comply with the Renters’ Rights Act? The cha...
07/10/2026

Landlords – how confident are you that your tenancy documents and processes comply with the Renters’ Rights Act?

The changes introduced in 2026 have fundamentally altered the way many residential tenancies operate.

Section 21 has gone. The possession process has changed. There are new rules around rent increases, pets, rental bidding and rent in advance.

One of the biggest risks for landlords is discovering something isn't compliant only when they need to take action against a tenant.

We've pulled together some key areas landlords should review in this carousel.

If you're unsure about your tenancy documentation, possession options or an existing landlord and tenant dispute, Birch Law can help.

📞 0161 669 4621

For a growing company, retaining talented people can be just as important as recruiting them.An employee share option ar...
06/10/2026

For a growing company, retaining talented people can be just as important as recruiting them.

An employee share option arrangement can allow selected team members to acquire shares in the future, usually once particular conditions have been met.

This can help align the interests of key employees with the longer-term success of the business.

However, promising somebody “a share of the company” without defining the details can create confusion rather than motivation.

The arrangement should clearly address:

• How many shares may be acquired
• The price payable
• When the option can be exercised
• Whether performance conditions apply
• What happens if the employee leaves
• How a future sale of the company affects the option

The company must also consider its Articles of Association, shareholders’ agreement, existing share capital and the relevant tax implications.

Equity can be a powerful incentive but only when everyone understands what has been offered and how it works.

When a shareholder wants to leave, the obvious buyer is not always another individual.In some circumstances, the company...
02/10/2026

When a shareholder wants to leave, the obvious buyer is not always another individual.

In some circumstances, the company itself may be able to buy back the departing shareholder’s shares.

A share buyback can provide a practical route for reorganising ownership while allowing the remaining shareholders to retain their respective interests.

However, it is a regulated corporate process, not simply a payment followed by a transfer form.

The company must have the necessary authority and funding, approve the transaction correctly, document the purchase and complete the required filings. The accounting and tax implications should also be considered with the company’s professional advisers.

Handled properly, a buyback can offer a clear solution.

Handled informally, it can create further problems for the company and its shareholders.

Take advice before agreeing to the price or paying for the shares.

Forming an LLP does not answer every question about how its members will work together.Without a tailored LLP agreement,...
01/10/2026

Forming an LLP does not answer every question about how its members will work together.

Without a tailored LLP agreement, the relationship may be governed by statutory default provisions that do not reflect what the members actually intended.

A properly drafted agreement can address:

• How profits and losses will be shared
• What each member is expected to contribute
• How decisions will be made
• Whether members can draw money from the business
• How new members can join
• What happens if a member retires, dies or is asked to leave
• How disputes will be resolved

These matters are much easier to discuss while the members share the same expectations.

If circumstances later change, an unclear arrangement can create uncertainty around money, authority and ownership.

An LLP agreement is not evidence that the members expect their relationship to fail.

It is evidence that they have taken the time to define it properly.

You have verified your identity with Companies House, but could you still be exposed if another director has not?The Ins...
30/09/2026

You have verified your identity with Companies House, but could you still be exposed if another director has not?

The Insolvency Service has secured its first convictions for offences relating to the new Companies House identity-verification requirements.

Three directors were fined after continuing to act without meeting the relevant requirements or failing to prevent an unverified director from acting.

One case contains an important warning for company boards: a director who had completed his own verification was prosecuted after failing to take reasonable steps to stop an unverified co-director from continuing to participate in board-level decisions and sign company accounts.

Identity verification should therefore be treated as a board-wide compliance issue—not simply a task for each individual director.

Companies should check that:

• Every director has completed verification by the applicable deadline
• Directors’ personal codes have been provided correctly
• People with significant control have completed the separate requirements applying to that role
• The company’s confirmation statement can be filed on time
• Unverified individuals are not continuing to act for the company
• Companies House records accurately reflect the company’s ownership and management

Non-compliance can lead to prosecution, fines, filing difficulties and questions during a future sale, investment or restructuring exercise.

Birch Law advises companies and directors on corporate governance, ownership records, shareholder arrangements and transaction readiness.

If you are uncertain whether your company’s records and verification requirements are complete, contact our corporate team for an initial discussion.

A personal guarantee can turn a company’s commercial obligation into an individual’s personal risk.They are commonly req...
29/09/2026

A personal guarantee can turn a company’s commercial obligation into an individual’s personal risk.

They are commonly requested in connection with business loans, property leases, supplier accounts and other forms of credit.

The document may appear routine, particularly when finance is needed quickly. However, its effect can be significant if the company later becomes unable to meet its obligations.

Before signing, a proposed guarantor should understand the amount covered, the circumstances in which payment can be demanded and whether the guarantee is limited or continuing.

They should also consider what happens if they sell their shares, resign as a director or otherwise leave the business.

A guarantee should never be signed on the assumption that it will not be enforced.

Understand the commitment while the company is doing well, not after it has encountered difficulty.

A room full of senior business leaders, with many of the same challenges recurring.Birch Law UK was proud to sponsor The...
28/09/2026

A room full of senior business leaders, with many of the same challenges recurring.

Birch Law UK was proud to sponsor The Art of Possible, hosted by Societas in Manchester.

The speakers were excellent, sharing honest experiences, practical advice and valuable perspectives on the self-limiting beliefs that can prevent leaders and their businesses from progressing.

During the event, attendees were invited to share one limiting belief or issue currently occupying their thoughts. Of the 30 responses received, two themes stood out:

• People and teams — including delegation, accountability, team alignment and hiring the right people for growth

• Time and capacity — including working on the business rather than constantly working in it

Other concerns included marketing clarity, cash flow, economic uncertainty, managing rapid growth and the fear of making mistakes.

Yet one common thread ran through many of the conversations:
Too much still depends on the person at the top.

One of the most powerful takeaways from the day was the importance of building a business that can operate successfully without every decision, responsibility and problem returning to its founder or senior leader.

Creating that kind of business requires trust, delegation, strong people and the willingness to let go of responsibilities that no longer need to sit with you.

Thank you to Louise Rogers, the brilliant speakers and everyone who contributed so openly to the discussions.

The challenges shared in the room were different, but nobody was facing them alone.

What is currently taking up the most space in your mind as a business leader?

A transaction can lose momentum surprisingly quickly when the parties discover they have been working towards different ...
25/09/2026

A transaction can lose momentum surprisingly quickly when the parties discover they have been working towards different versions of the same deal.

That is where heads of terms can help.

They provide a clear summary of the principal commercial points before the parties move into detailed negotiations and formal documentation.

Depending on the transaction, they may cover:

• The proposed price
• The payment structure
• What is and is not included
• Key conditions
• Due diligence requirements
• The intended timetable
• Confidentiality and exclusivity

Most provisions are commonly expressed as non-binding, although certain sections may be intended to create legal obligations. The document therefore needs to make its status clear.

Heads of terms do not replace the final agreement, but they can expose misunderstandings before considerable time and cost have been invested.

A short document at the beginning can create a much clearer route towards completion.

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