Advisory Services

A large part of running a company is administrative: filings have a correct form, deadlines are fixed, and the task is to complete them accurately. Incorporating a subsidiary, filing a confirmation statement or updating the PSC register are procedural tasks with a right answer. Our compliance and establishment practices handle that work directly.

Other questions do not have a single correct answer. Whether to hold international operations through a UK parent, how to split equity between founders before external investment, or in what order to open markets in Europe and North America are decisions that depend on the founders' goals, appetite for complexity and long-term plans. These are advisory questions.

The distinction matters because treating an advisory question as administrative produces a structure that is procedurally valid but strategically wrong. A company can be correctly filed at Companies House and still be poorly designed for the founders' actual objectives. Our advisory practice is built to sit alongside the administrative work and address the questions underneath it.

Clients often arrive at an advisory conversation because an administrative task surfaced a larger question. A request to add a subsidiary, for example, may reveal that the group's holding structure was never designed to support more than one operating company, and that the immediate task cannot sensibly proceed until the underlying design is addressed.

Ownership and control are related but distinct. Ownership determines who holds the economic value of a company; control determines who makes decisions. Founders sometimes assume the two will always move together, but as investors, co-founders and family arrangements enter the picture, they frequently diverge, and the articles of association need to reflect that deliberately.

We work with founders to map current ownership against intended control, identifying where the articles of association, shareholders' agreements and the PSC register already reflect that intention and where they do not. This is not a legal drafting exercise on our part, but it is the analysis that informs what a solicitor is then instructed to draft.

Control architecture also has to anticipate change. A structure that works for two co-founders with equal shares may not survive the addition of a third co-founder, an early investor or a family trust without amendment. We advise on how a structure will hold up under the changes a founder can reasonably foresee, rather than only the position on day one.

Where control is currently informal, based on trust between founders rather than documented rights, we advise on the point at which that informality becomes a risk, typically once outside capital, employees with equity or a second jurisdiction enter the picture.

A group structure is the arrangement of parent, subsidiary and associated entities through which a business operates. Good group design supports the operating business rather than complicating it: it should make it easier to raise investment, manage tax exposure across jurisdictions, and separate risk between activities, not harder.

For businesses expanding internationally, sequencing is as important as the eventual structure. Establishing a subsidiary, opening a bank account, and registering for tax in a new jurisdiction all depend on groundwork that, if done out of order, causes delay or requires costly correction. We advise on the order in which jurisdictions should be entered and entities established, based on the group's commercial priorities.

A common pattern for international founders is to use a UK holding company above operating subsidiaries in other jurisdictions, for reasons of investor familiarity, banking access or administrative simplicity. It is not the correct answer for every group, and we advise on whether it suits the specific founders' plans rather than treating it as a default recommendation.

Group design also has to account for eventual exit or investment. A structure that is simple to operate day to day but difficult to unwind, carve out, or present cleanly to an investor's due diligence team will cost more to fix later than it would have cost to design properly at the outset.

Share classes allow different rights, such as voting or dividend priority, to attach to different shares. Founders frequently start with a single class of ordinary shares for simplicity, which is reasonable early on but can become a constraint once employees, advisers or investors need arrangements the founders did not.

We advise on founder arrangements including vesting, leaver provisions and reserved matters, the mechanisms that determine what happens if a founder departs or if a major decision requires more than a simple majority. These provisions are far easier to agree while relationships are good than to negotiate once a dispute has begun.

Investment readiness is the extent to which a company's share structure, cap table and constitutional documents can accommodate external investment without a disruptive restructuring beforehand. We review these against the expectations investors typically bring, so that fundraising discussions are not delayed by structural work that could have been done earlier.

None of this substitutes for legal drafting. Shareholders' agreements, articles of association and vesting deeds are prepared by qualified solicitors. Our contribution is the structuring judgement that determines what those documents need to achieve before they are drafted.

A structure that exists correctly on paper is not the same as a structure that operates as described. Substance refers to the extent to which a company's activity, decision-making and presence match its formal arrangements: a UK holding company should, in substance, be managed and controlled in a manner consistent with its stated role, not exist only as a filing.

Banks, investors and tax authorities increasingly look past the paper structure to how it actually functions. A holding company with no board meetings, no independent decision-making and no operational activity of its own invites more scrutiny than one that can demonstrate genuine substance, and the gap between the two is a common source of difficulty at the banking or diligence stage.

We advise clients on what substance looks like for their specific structure: board composition and meeting cadence, where decisions are genuinely taken, and how the company's records reflect that activity. This is a governance question as much as a structural one, and it connects directly to our compliance practice's work on registers and filings.

Substance is not a one-off exercise. A structure that had genuine substance at incorporation can drift if governance lapses over time, which is why we treat this as an ongoing consideration within advisory relationships rather than something addressed only at the design stage.

Any structure we help design will eventually be examined by someone outside the company: a bank assessing an account application, an investor's due diligence team, HMRC reviewing a group's tax position, or a counterparty conducting its own KYC checks. Designing with that scrutiny in mind from the outset avoids rework later.

Banks and payment providers typically want a clear, explainable ownership chain, identifiable beneficial owners, and a plausible account of why the structure exists in its current form. A structure that is technically compliant but difficult to explain in a short conversation tends to slow down account opening and source of funds checks considerably.

Investors conducting due diligence look for a cap table and constitutional documents that are internally consistent, a group structure that will not need restructuring to accommodate their investment, and governance records that show the company has been run properly since incorporation, not only prepared for the transaction.

HMRC's interest in group structures centres on whether the arrangement reflects genuine commercial and operational reality, relevant to questions of tax residence and where liabilities properly sit. We are not tax advisers and do not provide tax advice, but our structuring work is done with an awareness of how HMRC approaches these questions, and we coordinate directly with the client's accountant or tax adviser on the technical position.

Most structuring problems we are asked to correct were avoidable at the outset. They tend to fall into a small number of recurring patterns, usually driven by a desire to move quickly or to avoid a difficult conversation between founders before it becomes unavoidable.

Part of an advisory practice's value is being willing to say that a plan a client has already committed to should not go ahead as proposed. This happens more often than clients expect, and it is usually welcomed once the reasoning is set out clearly, because the alternative is discovering the problem later at greater cost.

Common reasons include a structure that would create disproportionate ongoing compliance burden relative to its benefit, an expansion sequence that would exhaust resources before revenue justified it, or a share arrangement that would make future investment materially harder to close. In each case we set out the concern in writing alongside the reasoning behind it.

We do not present this as an outright refusal. Where we advise against a specific approach, we set out the alternatives available and the trade-offs of each, so the client can make an informed decision, including the decision to proceed against our advice if they choose to.

Advising a client not to proceed is not a failure of the engagement. A mandate that concludes with a considered decision not to restructure, expand or issue a particular share class has still delivered its purpose, which is a clear-eyed view of the options rather than a predetermined outcome.