Starting up a business can be daunting. As such, it is essential to surround yourself with trusted and experienced advisors. Self-employment can be exceptionally rewarding but can bring its own pressures with particular constraints on cash flow in the early days. We at Brady Kilroy fully appreciate the challenges faced by you and are well positioned to guide you through the difficult early days and help your business grow to profitability. We have a passion for driving commercial activity and our aim is to make your life as stress free as possible. Obtaining concise and accurate legal advice is pivotal to Start Ups. We guide you through all potential pitfalls and allow you to focus on what you do best.
Typical Legal Services Required by Start Ups
• Set up Structure;
• Partnership Agreements/Shareholders Agreements;
• Contracts with Employees and Third Parties – Intellectual Property;
• Corporate Governance & Directorʼs Duties;
• Ad hoc services;
Set Up Structure
Upon commencement of your business it is important to set up the structure that is most beneficial,personally and financially to you. While cognisant of privacy, tax and statutory requirements we can guide you through the most appropriate options from the following: Sole Trader, Partnership, Limited Liability Company.
If there is more than one founder, a general partnership is often chosen as the legal form of business entity. It is strongly advised that a predetermined “set the rules” or agreement is entered at the outset. Each party needs to know precisely where they stand. Such an agreement helps avoid potential conflict and costly litigation by binding the members to its terms. In the absence of a contractual agreement, the Partnership Act 1890 applies. Given the dated nature of the Act, it is often not fit for purpose in determining disputes.
A Shareholders Agreement (“SA”) applies to limited liability corporate entities and is a contract between some or all its members and frequently the company itself. The purpose of the agreement is to provide clarity on how the company is to be managed and as far as possible, address issues that might otherwise become divisive in the future if not agreed in advance. SAs are particularly pertinent for entities who enter into arrangements with Angel Investors whereby they release equity in the company in return for financial assistance. For both minority and majority shareholders clarity is key as an acrimonious “corporate divorce” absent of a SA could eventually be the downfall of an otherwise successful business.
Start Up business owners are often unaware of the minefield that is employment law. Quite appropriately, employees are afforded substantial rights through legislation. It is imperative from an employerʼs perspective that they are cognisant of those rights enjoyed by employees and thus avoid uncomfortable afternoons addressing their failings in the Workplace Relations Commission. Contracts of employment provide clarity and can also protect the employerʼs position. An employment agreement can bind an employee to the company for a specified period. If the employee is profitable to the business they couldnʼt just up and leave. Confidentiality can be protected and non-compete clauses used as an effective tool to prevent poaching of key staff. A condition of a contract could be an expected degree of job performance thatʼs tied to a termination policy.
Regarding third party contracts, we advise on Intellectual Property, Asset/Share Purchase Agreements, Confidentiality Agreements and others.
Corporate Governance & Director’s Duties
The Companies Act 2014 includes statutory fiduciary duties of company directors which were previously recognised only in common law. Directors must comply with the following:
1. Act in good faith in what the director considers to be the interests of the company;
2. Act honestly and responsibly in relation to the conduct of the affairs of the company;
3. Act in accordance with the company's constitution having regard to the interests of the members of the company;
4. Avoid conflicts of interest between the directorʼs duties to the company and personal interests;
5. Exercise the care, skill and diligence which would be exercised in the same circumstances by a reasonable person;
Failure to comply with the above can result in a directorʼs restriction or disqualification from acting as a director for a defined period. Business owners will wish to avoid such a scenario at all costs. As such, it is paramount that they are well advised on their various obligations.
Brady Kilroy provide a trusted legal service to corporate entities, financial institutions, insurance companies,
professional advisors and private clients operating in Ireland and throughout Europe. We are a full-service law firm providing flexible, commercially focused advice taking account of each clientʼs personal circumstances. Our focus is on providing quality, competitive legal services highly geared for responsiveness. The Firm provides direct access to key individuals as opposed to being managed by inexperienced staff, in recognition that clients need prompt response times to help generate cash flow. We operate a paperless office which further enhances our efficiency in service and cost. Through our expertise and pragmatic approach we commit to protecting clientsʼ commercial interests and firmly believe that they should not be footing the bill for unsustainable overheads. Throughout the last decade, we have worked extensively on private equity and debt financing transactions, including angel/seed capital investments and venture capital investments. We assist clients in accessing finance through our broad network.
Please contact us for a Free Consultation to discuss our services and pre-agreed flat rate fee.