TRW & Co · Corporate & Commercial
Corporate Solicitors in London
Corporate solicitors London companies instruct advise on how a business is owned, run, funded, bought and sold. In 2026 that means more than the Companies Act 2006: identity verification at Companies House, the failure-to-prevent-fraud offence, national security screening and revised merger thresholds now shape routine decisions, from issuing shares to appointing directors.
Key pointMost corporate problems are discovered, not created, during a deal: a missing allotment authority or an inaccurate PSC register costs little to fix today but can delay or reprice a sale once a buyer's lawyers find it.
At a glance
One core statute
The Companies Act 2006 governs formation, share capital, directors' duties, shareholder resolutions and accounts for companies across England and Wales, Scotland and Northern Ireland.
Identity verification now mandatory
Since 18 November 2025 new directors and PSCs must verify identity with Companies House; existing officers verify through the next confirmation statement within a 12-month transition.
Failure to prevent fraud
In force from 1 September 2025, this ECCTA offence applies to large organisations and their subsidiaries; reasonable fraud prevention procedures are the only defence.
Void deals under NSIA
A notifiable acquisition in one of 17 sensitive sectors completed without government approval is void, so screening belongs at heads-of-terms stage, not after signing.
Higher merger thresholds
From 1 January 2025 the CMA turnover threshold rose to £100 million, with a new hybrid test and a safe harbour where each party's UK turnover is under £10 million.
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What corporate solicitors London businesses instruct actually do
Corporate solicitors London companies instruct advise on the life of a company from incorporation to exit: how it is owned, how it is run, how it raises money, how it buys and sells businesses, and how its directors stay on the right side of the law. In England and Wales almost all of this sits on one statute, the Companies Act 2006, layered with regulation from Companies House, the Financial Conduct Authority, the Takeover Panel and, increasingly, national security and economic crime rules.
A corporate question becomes a legal question earlier than most boards expect. Issuing shares to a new investor, appointing a director from overseas, signing a term sheet, granting options to staff or moving a subsidiary inside a group all trigger filings, approvals or duties. Get them wrong and the consequences surface later, usually during due diligence on a sale or funding round, when they are slowest and most expensive to fix.
This page sets out the framework, the main decisions, the process, the documents and the mistakes we see most often. It links to deeper pages on M&A, private equity and company formation for readers who need more detail on a specific transaction.
The legal and regulatory framework
The Companies Act 2006 governs formation, share capital, directors, shareholder decisions, accounts and schemes of arrangement. It applies across the United Kingdom, although companies are registered in England and Wales, Scotland or Northern Ireland and some property, insolvency and court procedures differ outside England and Wales.
Directors, shareholders and decision-making
Directors owe seven general duties set out in sections 171 to 177, including the duty in section 172 to promote the success of the company for the benefit of its members as a whole, having regard to employees, suppliers, customers, the community and the environment. Shareholders decide by ordinary resolution (a simple majority, section 282) or special resolution (at least 75%, section 283). Changing the articles, disapplying pre-emption rights and reducing capital typically need a special resolution.
A company's articles of association and any shareholders' agreement sit on top of the statute. Many private companies still run on the default Model Articles prescribed by the Companies (Model Articles) Regulations 2008, which rarely fit a company with outside investors.
Transparency and economic crime reform
The Economic Crime and Corporate Transparency Act 2023 (ECCTA) has reshaped compliance. Companies House now has powers to query and reject filings, every company must keep an appropriate registered office address and a registered email address, and identity verification for directors and people with significant control (PSCs) became mandatory from 18 November 2025 (see the GOV.UK identity verification guidance), with a 12-month transition for existing officers tied to the next confirmation statement.
ECCTA also created a corporate offence of failure to prevent fraud, in force from 1 September 2025. It applies to large organisations, meaning those meeting two of three tests (more than 250 employees, turnover above £36 million, balance sheet above £18 million), and their subsidiaries. The only defence is having reasonable fraud prevention procedures in place.
The regulators that matter
| Body | Role in corporate matters | When it becomes relevant |
|---|---|---|
| Companies House | Registers companies, officers, PSCs, charges and accounts; verifies identity; can query or reject filings | Every company, continuously |
| Takeover Panel | Administers the Takeover Code for UK companies with securities traded in the UK | Offers for listed and certain recently listed companies |
| Financial Conduct Authority | Listing, prospectus and market abuse rules; authorises regulated firms and approves changes in control | IPOs, listed companies, acquisitions of regulated businesses |
| Competition and Markets Authority | Merger control and competition enforcement | Deals meeting turnover or share-of-supply tests |
| Cabinet Office (Investment Security Unit) | Screens acquisitions under the National Security and Investment Act 2021 | Deals in sensitive sectors, or any deal with security risk |
| HMRC | Corporation tax, stamp duty on share transfers, employment-related securities | Share issues, transfers, option schemes and reorganisations |
Key decisions corporate solicitors London clients face
Most of the work corporate solicitors London clients bring us turns on a handful of structural choices. Making them deliberately, with the next funding round or exit in mind, saves far more than it costs.
Choosing the vehicle
A private company limited by shares is the default for trading businesses. A limited liability partnership suits professional practices and some investment structures because it is tax-transparent. A UK branch of an overseas company avoids creating a new entity but exposes the parent directly. Groups often combine several of these, and the right answer depends on tax, liability, regulation and the investor base. Our company formation team covers this choice in depth.
Equity, debt or a mix
Raising equity dilutes founders but avoids repayment pressure; debt preserves ownership but brings covenants and security. Convertible instruments and advance subscription agreements sit between the two. Each route has different consequences for control, tax reliefs such as EIS and SEIS, and the documents investors will expect. Where debt is involved our banking and finance colleagues run the lender side.
Control and minority protection
Founders often focus on valuation and overlook control. Board seats, investor consent rights (vetoes), drag-along and tag-along clauses, pre-emption on transfer, and leaver provisions determine who really runs the company. Weak drafting here is the root of most shareholder disputes we see.
Valuation decides what a stake is worth today; the articles and shareholders' agreement decide what it is worth when the relationship breaks down.
How a corporate transaction runs: process and timeline
Whether the matter is an investment, an acquisition or a group reorganisation, the sequence is broadly similar. Timings depend on diligence findings and regulatory clearances, not on the paperwork itself.
- Scope and structure. Agree what is being done, by whom, and why. Identify tax, regulatory and approval constraints, including whether NSIA, merger control or FCA change-in-control rules apply.
- Heads of terms. Record price, structure, conditions, exclusivity and timetable in a mostly non-binding document. Binding terms usually cover only confidentiality, exclusivity and costs.
- Due diligence. The buyer or investor reviews constitution, share capital history, contracts, employees, property, IP, data, litigation and compliance. The seller prepares a data room and a disclosure strategy.
- Drafting and negotiation. The main agreement (share purchase, subscription, investment or reorganisation agreement), new articles, a shareholders' agreement and ancillary documents are negotiated in parallel.
- Corporate approvals. Board minutes, shareholder resolutions, waivers of pre-emption and any class consents are prepared. Section 551 allotment authority and section 561 pre-emption rights must be dealt with before shares are issued.
- Clearances and conditions. Regulatory filings are made and conditions satisfied. A notifiable NSIA acquisition completed without approval is void under section 13 of the Act.
- Signing and completion. Documents are signed, funds move and shares transfer. Simultaneous sign-and-complete is common on smaller deals.
- Post-completion filings. File the statement of capital, officer changes, PSC updates and new articles at Companies House, write up statutory registers, and pay stamp duty on share transfers to HMRC where due.
Documents and evidence to assemble
Good corporate housekeeping is the cheapest risk control a company has, and it is the first thing corporate solicitors London buyers instruct will test. Before any transaction, expect to be asked for a complete and consistent set of records. Assembling them in advance also shortens the disclosure exercise, because the seller can answer diligence questions from a single, reconciled source rather than from scattered email threads and old filings.
Constitution
Certificate of incorporation, current articles and every special resolution that amended them. Check that the version at Companies House matches the version the board believes is in force.
Statutory registers
Registers of members, directors, PSCs and charges, kept up to date. ECCTA is changing how some registers are kept and what appears on the public record, so check which registers your company must still maintain itself.
Share capital history
Every allotment, transfer, buyback and option grant, with the board and shareholder approvals behind it and the corresponding filings. Gaps here are the most common diligence issue we see on private company deals.
Board and shareholder minutes
Minutes showing decisions were properly taken, conflicts declared and section 172 factors considered for significant decisions such as disposals, restructurings and dividends.
Material contracts
Customer, supplier, financing and IP agreements, flagged for change-of-control, assignment and exclusivity clauses that a deal could trigger.
Compliance records
Identity verification status of officers, anti-bribery and fraud prevention policies, sanctions screening, data protection documentation and any regulator correspondence.
Risks and common mistakes
These are the issues that repeatedly cause delay, price chips or personal exposure for directors.
Issuing shares without the right authority
Directors need authority to allot shares, either under section 550 (a private company with one class of shares, unless the articles prohibit it) or under section 551 by ordinary resolution. Statutory pre-emption rights under section 561 must also be complied with or disapplied. Companies that skip these steps, often on an early friends-and-family round, end up with shares whose validity is in doubt. Fixing it later may need ratifying resolutions or, in serious cases, an application to court. Buyers and investors will insist the defect is cured before they complete, which can hold up a deal at the last minute.
Treating the PSC register as a formality
The register of people with significant control must identify anyone holding more than 25% of shares or votes, able to appoint a majority of the board, or otherwise exercising significant influence or control. Trusts, nominee holdings and voting agreements often create PSCs that are not obvious from the share register. Failing to keep the register accurate is a criminal offence for the company and its officers. With identity verification now mandatory for PSCs, errors are more visible than before, and they surface quickly in buyer diligence and bank onboarding.
Directors ignoring conflicts and section 172
Directors must avoid situations in which they have a conflict with the company's interests (section 175) and declare interests in proposed transactions (section 177). In owner-managed and group companies these duties are routinely overlooked, for example when a director sits on both sides of an intra-group loan. Board minutes that record no consideration of the section 172 factors for a major decision leave directors exposed if the decision is later challenged by a liquidator, a minority shareholder or a regulator. A short, accurate minute is usually enough to show that the board did its job.
Missing regulatory approvals on a deal
The National Security and Investment Act 2021 requires mandatory notification of certain acquisitions in 17 sensitive sectors, and a notifiable deal completed without approval is void. The CMA's merger control tests changed on 1 January 2025, under the Digital Markets, Competition and Consumers Act 2024, with a higher £100 million target turnover threshold, a new hybrid threshold and a small-merger safe harbour. Acquisitions of FCA-regulated firms need prior change-in-control approval. Each of these can add weeks or months to a timetable and must be built into the transaction documents as conditions, not discovered after signing.
Relying on a template shareholders' agreement
Template agreements tend to omit what matters most in a dispute: a clear deadlock mechanism, realistic good and bad leaver definitions, valuation methodology on compulsory transfers, and the interaction between the agreement and the articles. Where the two conflict, the articles bind the company and every future shareholder, while the agreement binds only the parties who signed it. Drafting them as a coordinated pair, and updating both at each funding round, avoids most of the arguments that later end up in court or arbitration.
Before any funding round or sale, run a one-page check: does the share register reconcile with Companies House filings, are all directors and PSCs identity-verified, and does every allotment have a matching authority and resolution? An hour spent here often saves weeks of remediation once a buyer's lawyers are involved.
Cross-border corporate work: Bangladesh, the Gulf, Europe and Asia
Many of our clients use a London company as a holding, financing or contracting entity for operations elsewhere. That structure works well when the interaction between UK law and the operating jurisdiction is planned rather than assumed.
For Bangladesh, companies are governed by the Companies Act 1994 and registered with the Registrar of Joint Stock Companies and Firms (RJSC). Foreign direct investment is facilitated by the Bangladesh Investment Development Authority (BIDA), and foreign exchange is controlled by Bangladesh Bank under the Foreign Exchange Regulation Act 1947. Investment out of Bangladesh by residents, including into a UK company, generally needs Bangladesh Bank approval, so founders should check this before subscribing for UK shares. Our UK–Bangladesh team works with TRW & Co's Dhaka office on these structures.
For Gulf, Singapore and Chinese investors, the main UK questions are NSIA screening, beneficial ownership disclosure and sanctions screening. For EU counterparties, post-Brexit cross-border mergers under the old EU regime are no longer available to UK companies, so reorganisations typically use share-for-share exchanges, schemes of arrangement or asset transfers instead. Where an operating subsidiary sits outside the UK, local counsel should confirm corporate approvals, exchange control and tax on dividends and exit.
How TRW & Co helps
TRW & Co's London office is authorised and regulated by the Solicitors Regulation Authority. As corporate solicitors London clients can call on for day-to-day and transactional work, we act on the following workstreams.
Company secretarial and governance
Board and shareholder resolutions, statutory registers, Companies House filings, identity verification coordination, and board procedures that stand up to diligence. See our corporate governance page.
Investment and fundraising
Term sheets, subscription and investment agreements, new articles and shareholders' agreements for founders and investors, including SEIS/EIS-sensitive drafting. Related: venture capital.
Acquisitions and disposals
Share and asset purchases, due diligence, disclosure, warranty and indemnity negotiation, and completion mechanics, with regulatory conditions built in from the start.
Joint ventures
Contractual and corporate joint ventures, deadlock and exit mechanisms, and governance for cross-border partners. See joint ventures.
Group reorganisations
Share-for-share exchanges, hive-ups and hive-downs, capital reductions, demergers and solvent liquidations, coordinated with tax advisers.
Directors' advice
Duties, conflicts, personal liability, ECCTA compliance and decisions taken when the company is under financial pressure. Where advocacy in the higher courts is required, we instruct specialist counsel.
You can see the full range of our work on our practices page, or read our guide to directors' duties under the Companies Act 2006.
Choosing corporate solicitors in London
The right adviser depends on the matter. A listed company bid, a growth equity round and a family company reorganisation need different skills, even though all three are "corporate". When comparing corporate solicitors London firms offer, ask who will run the matter day to day, how they will coordinate tax, employment and regulatory input, and how they handle work in the counterparty's jurisdiction.
For cross-border groups, ask whether the firm can see both ends of the structure. A London holding company with a Bangladeshi, Gulf or Asian operating business needs advice that reconciles UK company law with local corporate, exchange control and tax rules. TRW & Co's network of offices allows us to coordinate that work directly rather than through a chain of referrals.
Checklist for decision-makers
Use this list before a board meeting, a funding round or a sale. If you cannot tick an item, that is where to start.
- Articles and any shareholders' agreement are current, consistent with each other and reflect the actual investor base.
- Every director and PSC has completed Companies House identity verification or knows their deadline.
- The share register, statements of capital and confirmation statements reconcile.
- Allotment authority and pre-emption have been dealt with for every share issue and option grant.
- Board minutes record conflicts and section 172 considerations for significant decisions.
- Large organisations have documented fraud prevention procedures under ECCTA.
- Any proposed deal has been screened for NSIA, CMA, FCA change-in-control and sanctions issues.
- Cross-border investors have confirmed exchange control and tax requirements in their home jurisdiction.
If you would like corporate solicitors London-based with reach into Bangladesh, the Gulf and Asia to review your position, contact TRW & Co at info@trw.co or visit us at Holborn Gate, 330 High Holborn, London WC1V 7QH. For transaction-specific guidance, see our article on shareholder agreements in the UK.
Frequently asked questions
01What do corporate solicitors in London do day to day?
They advise companies, founders, investors and directors on the legal structure and life of a business. Typical work includes incorporations, share issues, shareholders' agreements, board and shareholder resolutions, Companies House filings, acquisitions and disposals, joint ventures, group reorganisations and directors' duties. Much of the value lies in prevention: keeping the constitution, registers and approvals in order so that funding rounds and sales run smoothly, and spotting regulatory issues such as national security screening or FCA change-in-control approval before they hold up a deal.
02Do directors of existing companies need to verify their identity?
Yes. Identity verification under the Economic Crime and Corporate Transparency Act 2023 became mandatory from 18 November 2025. New directors and PSCs must verify before appointment or registration. Existing directors have a 12-month transition and confirm their verification when the company files its next confirmation statement. Verification can be done directly through GOV.UK or through an Authorised Corporate Service Provider. Directors of several companies use the same personal code for each one, so it is worth completing verification early rather than at the filing deadline.
03When does my company need a shareholders' agreement as well as articles?
Whenever there is more than one shareholder with different roles or expectations, and certainly once outside investors arrive. Articles are public and bind the company and all members; a shareholders' agreement is private and binds only the signatories. The agreement typically covers investor consents, information rights, restrictive covenants, deadlock and dispute resolution, while the articles carry share rights, transfer restrictions and drag and tag provisions. They should be drafted together so they do not contradict each other.
04Does the failure to prevent fraud offence apply to my company?
It applies to large organisations, meaning bodies that meet at least two of three tests: more than 250 employees, turnover above £36 million, and a balance sheet total above £18 million. Subsidiaries of large organisations are also in scope even if they are small themselves. The offence came into force on 1 September 2025. An organisation can be liable where an associated person commits a specified fraud intending to benefit it, unless it had reasonable fraud prevention procedures in place.
05How do I know if a deal needs national security approval?
The National Security and Investment Act 2021 requires mandatory notification of acquisitions of control over entities active in 17 sensitive sectors, such as defence, energy, data infrastructure, artificial intelligence and communications. Completing a notifiable acquisition without approval makes it void. Outside those sectors, the government can still call in deals that raise security concerns. The government confirmed in March 2026 that it will refine several sector definitions and add water as a standalone sector, so screening should be checked against the current regulations at the time of the deal.
06Can a UK company be owned from Bangladesh?
Yes. UK company law places no nationality restriction on shareholders or directors, although every director and PSC must complete Companies House identity verification. The more significant constraint is usually on the Bangladeshi side: residents investing abroad generally need Bangladesh Bank approval under the Foreign Exchange Regulation Act 1947. Founders should also consider tax residence, where the company is centrally managed, banking onboarding and sanctions screening. TRW & Co's London and Dhaka offices coordinate these steps.
07How long does a typical corporate transaction take?
It depends on the scale of due diligence and on regulatory conditions rather than on drafting. A straightforward share issue to existing investors can be done quickly once approvals are aligned. An acquisition of a private company usually takes longer because of diligence and negotiation, and a deal needing NSIA, CMA or FCA approval adds the relevant review period. NSIA mandatory notifications, for example, have a 30-working-day review period once accepted, and longer if the deal is called in.
Sources and official materials
- Companies Act 2006 — Core statute on companies, directors and share capital
- Economic Crime and Corporate Transparency Act 2023 — Companies House reform and failure to prevent fraud
- Verifying your identity for Companies House — GOV.UK guidance on director and PSC identity checks
- National Security and Investment Act 2021 — Mandatory and voluntary investment screening
- Digital Markets, Competition and Consumers Act 2024 — Revised UK merger control thresholds
- The Companies (Model Articles) Regulations 2008 — Default articles for private and public companies
- Companies House — Registrar of companies, filings and fees
General information only, current as at 21 October 2026. It is not legal advice and does not create a solicitor–client relationship. It reflects the law of England and Wales unless stated otherwise; Scotland and Northern Ireland have separate legal systems, and the law changes frequently. Check current official sources and take advice on the facts of your matter.