Top tips for re-shaping your business in 2025

A new year brings with it the perfect opportunity for businesses to ensure their legal frameworks are robust and up to date. Whether you're working with customers, suppliers, or shareholders, the strength and clarity of your legal agreements can significantly impact your operations and profitability. In this blog post, we explore key areas for review and improvement, offering guidance on how to ensure your contracts and corporate structures are fit for the challenges and opportunities of 2025.

1. Review your customer contracts and T&Cs: When providing goods or services to customers, your business operates under a contract—whether written, verbal, or implied. If there is any uncertainty, or if something goes wrong, the parties will turn to the contract in the first instance. It is therefore important to ensure that your contracts (or T&Cs) are in the best possible shape before entering into new business with customers. Consider reviewing these at the beginning of the year to give business confidence throughout the remainder of 2025.

2. Ensure you are 'contract fit': Similarly, reviewing internal contracts and supplier agreements is also a great way to get prepared at the start of the year. Getting 'contract fit' involves carrying out a sensible review of contracts with essential suppliers, starting with the basics of “Can I identify what the contract terms are?”. Following this, and in anticipation of this year’s rising operational costs for all businesses, you should ask yourself “How do I get out of this contract if things change?”.  Your central contract register should record when contracts may be coming to an end, or alternatively, when they might automatically renew and if you would be happy with that. If you are not happy with the way the contract is being run by the counterparty or if price rises are proposed, you need to start asking yourself whether you can escape from the contract and what the mechanism for that is (for example, can you simply give notice, or will you need to use a breach of contract). Sometimes our clients are just looking for some leverage to assist with a renegotiation of terms. If in doubt, take advice before acting, as there can be adverse legal consequences if it goes wrong.

3. Protect your business' intellectual property: All businesses will own or use some form of intellectual property.  Intellectual property forms a substantial part of a business’ value and therefore needs to be protected.  The beginning of a new year is the best time to take stock of what intellectual property you own, and how well-protected it is. Check out the following questions to help get you thinking:

• What intellectual property does the business own? Trade Marks? Copyright? Design Rights? Patents?
• What proportion of the business would be affected if our intellectual property was used without permission?
• Have we protected our intellectual property through registration and records?
• Do we use a trade mark watching service to ensure our trade marks are not being infringed?

4. Review your Articles of Association: Every company is governed by its Articles of Association (“Articles”).  These Articles function as a company’s constitution and govern the affairs of the company and its shareholders.  Articles can be bespoke or default. Depending on the incorporation date of the company, default Articles will take the form of either Model Articles or Table A Articles (for companies incorporated in England and Wales prior to 1 October 2009). Additionally, a company may have a combination of default Articles amended with bespoke provisions.

Regularly reviewing your company’s Articles is crucial to ensure they continue to meet your business needs.  Key points to consider when reviewing your Articles include:

• Quorum requirements: Decisions made without a sufficient quorum are invalid. It is important to ensure that your company is complying with the quorum requirements stipulated in its Articles.
• Pre-emption rights: Pre-emption rights act as an anti-dilution mechanism, helping to ensure that control of the company is retained.
• Share class: If your company has different share classes with varying rights, these should ideally be set out in your company’s Articles. A discrepancy between the share classes in issue and those outlined in the Articles could lead to complications during a sale, as it is common to provide a warranty that the rights and restrictions of each class of shares are accurately reflected in the Articles.

If you have any questions on any of the points raised above, or you'd like to see how our team can help you and your business, please call us on 0113 207 0000.