There are a number of reasons why you might want to reduce your company’s share capital – to create distributable reserves or as part of a demerger. But this manoeuvre can be complex. You must follow certain rules and there is a risk of becoming exposed to capital gains taxes. With the help of our corporate law experts you can reduce your company’s capital in the right way and in a tax-efficient manner.
Our team can assist you across all areas of corporate law, including:
Our team of corporate solicitors can help your business by:
Advising on share capital reductions that tie in with your broader business strategy and relationship with your shareholders
Including whether the proposed capital reduction will have the desired outcome.
Checking your existing documents
For example the articles of association, to ensure that a capital reduction is possible, and amending these if necessary.
Showing you how you can pay dividends even if your business has accumulated losses.
Unblocking the payment of dividends by creating distributable reserves from which you can pay dividends.
Helping you to free up cash on your books so you can return surplus capital to shareholders.
Helping you buy back or redeem shares by reducing your company’s capital.
Preparing all the necessary documents
For a share reduction including directors’ solvency statements, board resolutions and Companies House forms, and obtaining any necessary court order.
Helping you ensure that no tax charge arises as a result of the reduction in capital.
If your business is going through a lean patch, but you or your investors would welcome a dividend return, we can help you do this in a risk-free way by reducing your share capital.
Your company may be capital-rich because a proposed acquisition has been unsuccessful, or because your group has gone through a demerger. Instead of leaving cash in your company, remove it safely and efficiently by a reduction of share capital.
Proceeding with a reduction of share capital without appropriate legal support can mean that a return of capital will attract a charge to capital gains tax. We’ll show you how to structure the transaction to avoid an unwanted charge.
To carry out a share capital reduction lawfully, certain documents and even a court order may be needed before the transaction is carried out. We can draft and explain the necessary documents and fill out the required forms for you so that you don’t get caught out.
We support a wide range of UK-based companies in a number of sectors. Getting the right legal team in place if you are considering a reduction in share capital is essential to achieve a smooth and pain-free transaction. We have experience in all aspects of corporate transaction, whatever the size and trading history of your business.
My colleagues and I have found them to be adept at dealing with the variety of challenges facing early stage companies. They are a trusted source for sound, sensible advice and practical deal management.
Jill Shaw CEO, Anvil Semiconductors
We rely on Harper James to provide us with support across a full range of service areas, from commercial contracts and employment issues to fundraisings and investments. The team at Harper James are always available to provide us with cost effective, pragmatic and commercially focused advice.
Nick Holzherr CEO, Whisk.com
Over the years Harper James have helped us navigate complex legal issues and red tape, providing distilled options and legal consultancy that far exceeds the service levels we’ve previously experienced from more traditional law firms. The team act like our own in-house counsel so, regardless of which lawyer we work with, we feel supported and that they truly have our best interests at heart.
Michael Edwards Co-Founder, Inspire Group
Choosing Harper James was one of the best choices we made as a start-up. The firm has provided invaluable advice and insight throughout the early stages of our business.
Leigh Purnell CEO, Petalite
As with any business, we need access to good quality legal advice without the fear of facing huge legal fees. The service provided by Harper James is ideal because they are always available to assist and we know that the advice provided is of outstanding quality, with pricing that is cost effective and completely transparent.
Laura Bowen Director, Admedo
We can assist you with a strategic analysis of your business and the proposed transaction, put in place all the necessary documents and infrastructure and make the required registrations and complete the transaction on your behalf.
But our support doesn’t have to stop there.
Our holistic approach to working with businesses means that we’ll look at your wider strategy, taking you from a single corporate transaction to a whole host of business legal support that will help you scale. You’ll have access to not only our corporate experts, but our teams of commercial solicitors, intellectual property experts, commercial property solicitors, data protection experts and much more. Our aim is to partner with you and help your business every step of the way so that you get an integrated legal service that works towards your long-term goals.
Plus, we have all been recruited from top UK law firms or from large international businesses and have advised clients both as external advisors and as in-house corporate counsel. Find out more about the team here:
Founder & CEO
Toby is the Founder & CEO of Harper James, as well as a corporate & commercial solicitor. He specialises in venture capital and the tech sector.
Director of Legal Strategy and Operations & Head of Corporate
Adam is Director of Legal Strategy and Operations & Head of Corporate, responsible for the legal services aspects of Harper James.
Partner - Corporate
Matthew is a highly experienced corporate partner at Harper James. With expertise in all aspects of corporate law and finance, Matthew's tenacity and eye for detail helps get client deals and agreements across the line with the minimum of fuss.
Partner - Corporate
Jas is a corporate partner at Harper James Solicitors, advising on corporate governance, mergers & acquisitions, venture capital & investments.
Senior Solicitor - Employee Share Schemes
Abby is a senior employee share schemes solicitor, specialising in private equity investments, mergers & acquisitions, EMI share schemes, corporate finance and governance and more.
Senior Solicitor - Corporate
Shubhu specialises in early-stage fund raisings, shareholder arrangements and M&A. Prior to joining Harper James she worked at Mills & Reeve and before that at Addleshaw Goddard and Slaughter and May.
Senior Solicitor - Corporate
Callum is a senior corporate solicitor at Harper James, specialising in mergers and acquisitions and investments, as well as other corporate/commercial matters.
Partner - Corporate
Brigitta is an experienced corporate solicitor. She specialises in company/business acquisitions and sales, equity fundraising, share reorganisations, management buy-outs, corporate governance and EMI share schemes.
Pricing and service plans
Our three transparent service plans are designed to give you the widest possible access to high-quality legal advice, whatever the size and nature of your business:
Flexible access to senior solicitors at highly competitive rates
An alternative to our subscription plans, offering access to full service legal expertise on a project-by-project basis.
Purpose built legal support for start-ups and smaller businesses
Monthly subscription plan for £259 per month, with £174 monthly credit and access to all legal services at 50% discount on our Standard Rates.
Comprehensive legal partnership for established businesses
Fully account managed and scalable annual subscription plan with support from a curated team of partners and senior solicitors, with up to 33% discount on our Standard Rates.