Corporate law
Shareholders’ agreements, group structure, reorganisation and redomiciliation, corporate documents and resolutions, agreements with partners and the team. Documents that survive an investor’s due diligence and a bank’s review — not templates from the internet.
Four strands of the practice
Group structure
Holding, operating companies, IP and team companies — who controls whom and why.
Agreements between owners
Founders’ agreement, SHA, options — the rules of the game before they are needed.
Corporate governance
Resolutions, minutes, registers — so the company is clean at the moment of any review.
Business contracts
With clients, contractors and the team — in one logic with the corporate structure.
The tasks clients came to us with
A holding for three operating companies in different countries
Shares from Estonia, Poland and the UK moved into a Cypriot holding with each country’s exit-tax rules in mind; one CFC report instead of three.
A founders’ agreement after a conflict: vesting and exit
Three founders with no agreement; one decided to leave. We agreed a formula buy-back of the share, vesting for the rest and a deadlock mechanism for the future.
A group for a B2B studio: IP in Cyprus, licensing through Costa Rica
A Cypriot company holding the game rights and the aggregator contracts, a Costa Rican company licensing the software to operators in high-risk jurisdictions, transfer prices between them.
Do we need a founders’ agreement if there are two of us and we are friends?
That is exactly when you need it: the agreement is written for the day the friendship ends or someone wants out. Without it, a partner leaving usually means a blocked company.
How long does redomiciliation take?
It depends on the pair of countries: Cyprus ↔ Malta or BVI, 2–4 months; Estonia does not provide for it, so it is done through reorganisation or a new company.
What is vesting and do founders need it?
Earning your equity gradually over 3–4 years. Investors almost always require it; between founders it protects those who stay from the one who leaves after a year.
Can IP sit in the same company as operations?
It can, but then the IP carries every operational risk. A separate IP company protects the brand and the code and often brings a tax relief.
What we have written about corporate law
Group structure or an agreement between partners?
Tell us how many companies, who the owners are and in which countries — we will say what to put in order first.
- A reply within one working day
- The first consultation is 30 minutes
- Confidential, no obligation