Agreements and transactions for businesses of every kind — companies, partnerships, sole traders, and the individuals who deal with them. Contracts drafted, reviewed and negotiated. Companies formed, bought, sold and combined.
Which of these is you?
- A contract someone has sent you Read before you sign, with a note of what it actually commits you to, what is missing, and which terms are worth pushing back on. Often one piece of work, done in one go.
- A contract to be drafted Begins with what the deal actually is — what each side has to do, by when, and what happens if they do not. The document comes out of that, not out of a precedent with the names changed.
- A negotiation Drafting and redrafting against the other side until the terms hold. How long it runs depends on them at least as much as on you.
- A business being set up Which structure fits, the incorporation itself, and what the owners agree between themselves at the start, while they still agree.
- A transaction A business changing hands, a merger, a joint venture, a financing. Several documents in a sequence, with a completion date to work back from.
- Something that has already gone wrong What the document says, what can be recovered, and whether a claim is worth bringing — settled before anything is filed.
Ask about this
Have a contract or company matter?
Describe it in a few sentences — what the arrangement is, who is in it, and what has gone wrong or is about to. If there is a document, say so.
What this covers
Business agreements
- Commercial contracts supply, services, distribution, consultancy, agency, licensing, software
- Contract review a document someone has sent you, read properly before you sign it
- Terms of business the standard terms a business uses with its own customers
- Confidentiality agreements what may be shared, with whom, and what happens if it is
- Non-competition and restraint clauses what a departing partner, seller or key person may not do afterwards
- Partnership agreements how partners share the work, the money and the exit
- Loans, guarantees and security money lent between businesses, and what stands behind it
- Settlement agreements ending a dispute on paper so that it stays ended
Corporate matters
- Starting a business trading in your own name, a partnership or a company, and setting up whichever fits
- Incorporation articles of incorporation, first directors, registered office and beneficial owners filed at the Companies Registry, and the by-laws the directors adopt
- Shareholders' agreements what the owners agree between themselves, including a unanimous shareholder agreement that moves some or all of the directors' powers to the shareholders
- Mergers and acquisitions buying, selling or combining companies, by shares or by assets, including amalgamation under the Companies Act
- Joint ventures two or more businesses on one project, as a contract or as a jointly owned company
- Restructuring a holding company, assets moved within a group, shares reorganised
- Business financing loans, debentures and the security registered against a company
- External companies a company formed abroad that does business here must register as one
- Non-profit companies a charity, club or foundation set up as a company
Handled elsewhere
- Annual returns, statutory registers, AGMs, resolutions and AML/CFT Corporate Compliance
- A claim on a broken agreement, or a dispute between shareholders Civil Litigation
How it works
Everything begins with a consultation. You set out what you need, or what has gone wrong. That conversation is for working out what outcome you want, what stands between you and it, and the course that gets you the best result available.
- The deal. What each side has to do, by when, and what happens if they do not, settled before anything is drafted or signed.
- The documents. The contract, the incorporation papers or the transaction documents drafted or reviewed, then negotiated until the terms hold.
- Completion. Signed, filed or completed, with a note of what the documents now commit you to.
In detail
Not only companies
Not every business is a company. A contractor working alone, two people who went into something together, a family business that was never registered, a church, a sports club: all of them make agreements. Where there is no company or other incorporated body, the people who made the agreement are the ones held to it, including anyone who signed something without reading it. In a partnership, every partner is liable for the firm's debts, not only the one who signed.
Most agreements need no writing
Most agreements do not have to be in writing to bind. A conversation, an email chain, a WhatsApp thread, an invoice sent and paid: any of these can make a contract. Often the difficulty is not whether there was an agreement but what its terms were, and who can prove them. Land is the main exception, where the agreement, or a note of it, must be in writing and signed. A sale of goods worth one hundred dollars or more is another: without a note signed by the person being sued, it can be enforced only if the buyer has accepted and received part of the goods, or given a deposit or part payment. Whether a thread of messages counts as a signed note is uncertain, so where either rule applies, put it on paper and sign it.
The clauses that decide the outcome
The clauses that decide what happens are the ones nobody wants to raise while everyone is still getting along. What if the work is late. Who carries the loss if something goes wrong. What the deposit is for. How either side gets out. Those take a short conversation at the start and a great deal longer once there is a dispute.
Limits on what a clause can do
There are also limits on what a clause can do, whatever the parties wrote. A term that tries to sign away liability is measured against the Unfair Contract Terms Act and may not survive it. A term that cuts short the time for bringing a claim is read strictly, and any real doubt about what it means is resolved against the person relying on it. A claim on an ordinary contract can be brought for four years after the breach, and the surer way to draw a line under a promise is to define the promise itself, what was warranted and for how long, rather than to set a deadline for complaining about it.
Buying, selling and combining businesses
When a business changes hands, combines with another or is reorganised, the paper trail is longer, but the question underneath is the same: who ends up holding what, and what comes with it. Buying the shares of a company means taking it as it stands, debts and history included. Buying its assets means choosing what comes across. Two companies can also be joined into one by amalgamation under the Companies Act. Tax, stamp duty and the position of the people who work in the business all follow from how the deal is built, which is why that is settled before heads of terms are signed.
Where this page stops
Keeping a company in good standing once it exists, the returns, registers and meetings, is its own work and has its own page. So does running a claim when an agreement has already broken down. What is done here is the reading and the drafting that come before both.
Questions
My business isn't a company. Does any of this apply to me?
All of it. A sole trader, a partnership, a club, a church, a contractor working alone and an individual buying something expensive are all making agreements and all bound by them. Whether the business is a company changes who can be sued. It does not change whether there is a contract.
We agreed over WhatsApp. Is that binding?
It can be. Most agreements need no particular form, and messages back and forth can make one as readily as a signed document. The main exceptions are land, and goods worth one hundred dollars or more. For those, the law looks for a written note signed by the person being sued, unless, for goods, the buyer has accepted and received part or paid something, and messages may not count as one. Otherwise the hard part is what the terms were, and which messages the court reads as the agreement.
Does an agreement have to be in writing?
Usually not, but there are exceptions. Land is the main one: no action can be brought on a contract for the sale or other disposition of land, or any interest in it, unless the agreement or a note of it is in writing and signed by the person being sued or someone they authorised, though someone who has acted on an oral agreement may be able to rely on it. Goods worth one hundred dollars or more are similar, unless the buyer has accepted and received part or paid something.
Someone has sent me a contract to sign. What should I be looking at?
What you are promising, what the other side is promising, and what happens when one of you does not deliver. After that: how it ends, who owns what is produced under it, what the liability cap is, and whether there is anything in it you could not live with for the length of the agreement. The clauses that cause trouble are rarely the ones that look important.
What is the difference between by-laws and a shareholders' agreement?
By-laws are made by the directors, confirmed by the shareholders, and govern how the company runs; restrictions on transferring shares go in the articles. Both bind whoever holds the shares. A shareholders' agreement binds only those who sign it, except that a unanimous shareholder agreement also binds anyone to whom shares are later transferred. It can cover what a share is worth on exit, who has a seat on the board, and how a sale to an outsider is handled. Most companies with more than one owner need all three.
What do I need to incorporate a company?
A name the Registry will approve; articles of incorporation that name the first shareholders and beneficial owners; notices of the first directors and of a registered office address in Trinidad and Tobago; and shares issued at incorporation. From then on the company keeps a register of its beneficial owners and reports changes to the Registrar. The certificate of incorporation, once issued, is conclusive proof that the company was incorporated. How long that takes depends on name approval and on the Registry, which is why no one should quote you a date.
