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Getting Business Foundations in Place

Starting, growing, or restructuring a business comes with critical decisions about how it’s governed. Whether you operate as a limited company or LLP, the documents that set out your internal rules – Articles of Association, Shareholder Agreements, or LLP Deeds – are not just legal formalities. They are vital tools for control, clarity, and protection.

When things go wrong such as a disagreement between shareholders or a founder exiting the business, Articles of Association, Shareholder Agreements, or LLP Deeds are the first place everyone should turn to. Too often, businesses rely on generic templates or model articles which may not accurately reflect the desires or needs of the business. If these are unclear, incomplete or silent, the legal and financial consequences can be serious.

Articles of Association are the company’s public facing constitution, filed at Companies House and a legal obligation to have. Articles of Association set out how the company will be governed. Terms such as appointment and removal of directors, decision making by directors, details of voting, dividend and capital rights and, directors and shareholders roles, rights and responsibilities. A Shareholder Agreement governs the relationship between company owners (shareholders) – what happens if someone leaves or wants to sell, how disputes are resolved, dividend policy, restrictive covenants, who makes what decisions and how. For LLPs, a well-drafted LLP Deed defines the rights, responsibilities and profit entitlements of members and is critical to avoiding deadlock or unfair outcomes.

Loch helps you get it right from the start, or fix what’s already in place. We provide bespoke drafting tailored to your structure, goals and investor relationships. Whether you’re a startup, scale-up or established firm revisiting your arrangements, we ensure your documents work for the real world.

A business meeting

How Loch can help

A business meeting

We begin by understanding your business, your stakeholders, and your long-term objectives. Our experienced commercial and corporate lawyers don’t just provide legal wording. We create practical and understandable agreements that anticipate real-life scenarios.

For Articles of Association, we can go beyond the model articles to reflect your unique needs – whether that’s weighted voting rights, restrictions on share transfers, or mechanisms for founder protection and investor alignment. We ensure compliance with the Companies Act 2006 while drafting in plain English wherever possible.

For Shareholder Agreements, we build in key protections: drag and tag-along rights, dividend policies, dispute resolution clauses, reserved matters requiring unanimous consent, and exit provisions. We make sure minority shareholders are protected and majority owners retain control where appropriate.

If you operate through an LLP, we draft a watertight LLP Members’ Agreement (also called an LLP Deed) covering profit shares, capital contributions, decision-making authority, admission and exit of members, and what happens if things go wrong. We also support changes as your LLP evolves.

Everything we draft is legally sound, commercially focused, and explained clearly – so you’re not just protected, you understand how.

Key Elements

Yes. Relationships change and without a formal agreement, even minor disagreements can escalate. A good Shareholder Agreement prevents disputes and provides clear mechanisms to resolve them if they arise.

Articles of Association are a public document that sets out how your company is run internally. Shareholder Agreements are private contracts between shareholders detailing rights, responsibilities, and protections. Both are important and should align.

Key elements in your LLP Deed should include profit-sharing, capital contributions, voting rights, dispute resolution, exit arrangements, and what happens if a member dies or wants to leave. We tailor your LLP Deed to cover all these areas.

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