Legal
Corporate Law
Company structure is the ground everything else is built on — from incentives to tax to investment. Built well it is invisible; built poorly it turns up everywhere.
Technology companies grow fast, but their corporate housekeeping rarely keeps pace. General assemblies are not held on time, resolution books are incomplete, share transfers are made without observing the required form.
None of this disrupts day-to-day operations. But it is exactly what gets examined in an incentive application, a funding round, a bank facility or a shareholder dispute. A company whose corporate records are not in order can lose support it was entitled to, or delay a round.
Under this service we both put the existing structure in order and establish corporate housekeeping that keeps up with the company as it grows.
What we work on
- Company type selection, conversion and restructuring.
- Amendments to articles of association, capital increases and reductions.
- Running general assembly and board procedures and drafting resolutions.
- Share transfers, pledges and usufruct arrangements.
- Shareholders' agreements and resolution of disputes between shareholders.
- Mergers, demergers and acquisitions.
- Group and holding company structuring.
- Commercial contracts: dealership, distribution, services and supply agreements.
- Corporate governance and resolution book housekeeping.
What you gain
- Your corporate records are ready for inspection at any time, so incentive and investment processes do not wait on you.
- Because the decision-making mechanism between shareholders is written down, deadlock does not arise.
- Capital and share transactions done correctly the first time avoid the cost of later correction.
- A correctly designed group structure delivers lasting tax and incentive advantages.
What this service covers
- Corporate structure and records audit report
- Revision of articles of association and registry filings
- Preparation of general assembly and board documentation
- Share transfer agreements and share ledger housekeeping
- Shareholders' agreement
- Legal due diligence and contract management in M&A processes
- Commercial contract sets and templates
- An annual corporate calendar with reminders
Process
How we work
- 01
Corporate audit
Your trade registry records, resolution books and share ledger are reviewed and the gaps listed.
- 02
Remediation plan
We plan how historical gaps will be closed and in what order to proceed.
- 03
Carrying out transactions
General assemblies, registrations and announcements are carried out; documents are prepared and signed.
- 04
Structuring
An ownership and group structure appropriate to the company's growth plan is designed.
- 05
Annual routine
A corporate calendar is established, and general assembly and filing obligations are flagged in good time.
Common questions
Frequently asked questions
Limited company or joint stock company?
If you plan to raise investment, transfer shares or grant options, a joint stock company is generally more flexible. For small, closely held structures a limited company may be enough. The decision should be made looking three years ahead, not just at today.
We forgot to hold the general assembly — is that a problem?
General assemblies missed on time can be held later, but the validity of certain decisions taken in the meantime may become arguable and administrative penalties can arise. The sooner the correction is made, the easier it is.
Is a written agreement between ourselves enough for a share transfer?
It depends on the company type and whether share certificates have been issued; in many cases a specific form and entry in the share ledger are required. Transfers made without observing the form can be treated as invalid years later in a dispute or in investor diligence.
Do we need a holding structure?
It can make sense if you have several companies, different investor groups, or plans for an overseas structure. For single-company setups it usually just adds cost. We assess it together with the tax and incentive consequences before recommending.
The information on this page is general in nature and does not constitute legal advice or a commitment. Support rates and ceilings are subject to change under the applicable regulation. Contact us for an assessment specific to your company.
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Let's review your position together
In a free initial consultation we look at your current structure and share, in writing, the support you may be eligible for and any legal risks we see. No obligation.