Ambitious SMEs in Northern Ireland and across the UK often hit the same ceiling: governance and ownership that weren’t properly designed to scale up.
Scaling up needs the right legal vehicle, the proper shareholder framework, and disciplined board practices using repeat agendas.
- The right vehicle: Limited company vs LLP, holding-company structures, or subsidiaries for new markets/divisions, registering in UK or overseas, along with good external tax advice on the various repercussions for income and expenses on dividends, using losses etc. In NI and England & Wales, your baseline regime is the Companies Act 2006 (or various partnership legislation), and we can tie in with the Companies Act 2014 for RoI. There may also be valid reasons for Delaware-based or other US-based LLC vehicles.
- Clear ownership rules: Modern articles, combined with a robust shareholders’ agreement (including clear roles, decision-making, drag-along/tag-along on a buy-out, anti-dilution/further investment proposals, leaver provisions, vesting of shares or options for key hires) get everyone on the same page from the start and, reduce friction and protect value during growth or exit.
- Visibility of control: Keep your PSC (People with Significant Control) register accurate and up to date together with your shareholder register and confirmation statement — most are publicly visible and so are crucial when bringing in investors or reorganising groups.
- Board discipline:: Make sure you cover board purpose, responsibilities, succession, risk/internal controls on a repeating, regular agenda. In one sense, think of it as borrowing the spirit of the UK Corporate Governance Code but scaled for an SME so you don’t lose the heartbeat of the company and its ability to move quickly.
“Scaling is about building the right structure so the business can move faster and safer.” Andrew Campbell, Allsopp Campbell Rainey
Where Allsopp Campbell Rainey adds real value
- Restructuring for the future: Group reorganisations, holding companies/subsidiary setups, share classes for different purposes, option pools for senior hires.
- Flexible Governance: Board frameworks and reporting that work in NI and in England & Wales, and can extend to ROI where needed
- Shareholder alignment: We have drafted shareholders’ agreements across every industry sector over 20 years, that align shareholders, minimise deadlock and build investor confidence. At time of writing we have agreements with Belfast start-ups, three local businesses bringing a new idea into a joint venture, Midlands-based partners, south coast investors, and USA east coast and west coast investors
- Investor-ready housekeeping: PSC accuracy, directors’ registers, decision logs, and financial control statements that withstand diligence.
“Good governance isn’t red tape — it’s clarity. The right documents and decision-rights remove friction so leadership can focus on growth.” Neil Allsopp, Allsopp Campbell Rainey
Thinking about the next 12–18 months?
We’ll help you choose the proper legal structure, tighten governance, and align shareholders so you can scale up with confidence.
Contact Andrew Campbell and the Allsopp Campbell Rainey team here