Hlela Advisory

Transactional

Corporate and commercial

We help founders, shareholders and boards set up companies properly, structure who owns and controls them, and keep those arrangements sound as the business grows.

Overview

Corporate and commercial work sits at the centre of our work. Most of the businesses we advise come to us at a point of change: a new company is being formed, a partner or investor is joining, a group is being reorganised, or the owners want their arrangements written down properly for the first time.

We advise on the full life of a company, from incorporation and founding documents to share capital, group structures, shareholder relationships and, where it comes to that, dissolution. Our aim is a structure that reflects what the owners actually intend, that complies with the Companies Act, and that holds when it is tested.

Because our team has worked inside business in legal, company secretarial, risk and compliance roles at group level, we consider each structure from a commercial and strategic perspective as well as a technical one. Our advice is pragmatic and commercially grounded, and it is expressed with the clarity that decision-makers require.

Services

What the work involves

  1. Company formation

    We advise on the right vehicle for the business, whether a private company, a holding company, a partnership or a trust-owned structure, and attend to incorporation and registration. We prepare founding documents that suit the owners from the start, so that the company does not need to be restructured shortly after it begins trading.

  2. Memoranda of Incorporation

    The MOI is the company's constitution. We draft new MOIs and review and amend existing ones, dealing with share classes, director appointments and removal, reserved matters, pre-emptive rights and the issues that commonly cause disputes. Where an MOI and a shareholders' agreement must work together, we make sure they do not contradict one another.

  3. Shareholders' agreements

    We draft and negotiate shareholders' agreements that set out who owns what, who decides what, and what happens when shareholders disagree or want to leave. Typical provisions include deadlock procedures, drag-along and tag-along rights, transfer restrictions, valuation and exit mechanics, and protection for minority shareholders.

  4. Share capital and share classes

    We advise on authorising and issuing shares, creating different classes of shares with different rights, share buy-backs, and the resolutions and filings each step requires. The documents are drafted so that the economic and voting rights match the arrangement the parties agreed.

  5. Preference shares

    Preference shares can be used to raise capital or reward investors without giving up control. We structure the terms of preference shares, including dividend rights, redemption, conversion and voting, and prepare the subscription documents and shareholder resolutions needed to issue them.

  6. Debentures

    Where a company raises debt funding against its own balance sheet, we document the debentures and the related terms, including interest, repayment, ranking and security, so that lenders are properly secured and the company keeps control of the terms. We also advise on how debentures sit alongside existing shareholder loans and bank facilities, and on the board approvals needed to issue them.

  7. Group structuring and restructuring

    We design and implement holding company and group structures, intra-group reorganisations and shareholder restructurings. We consider the effect of each step on existing lenders and secured creditors, on contracts that may need consent, and on governance across the group, and we prepare the revised constitutional documents.

  8. Employee share ownership

    We advise on employee and management share ownership arrangements, including employee share ownership trusts and director share funding structures, covering the vehicle, the funding and security arrangements, and the rules that govern participation. We pay particular attention to what happens when participants join or leave, so that the scheme remains fair and workable over time. Where the scheme supports B-BBEE ownership, we make sure the structure is genuine and properly documented.

  9. Shareholder relationships and disputes

    When relationships between shareholders or directors become strained, we advise on rights under the MOI, the shareholders' agreement and the Companies Act, including director removal processes and deadlock provisions, and help the parties reach a negotiated outcome wherever possible. Our aim is to protect the business while the disagreement is resolved. Where a negotiated outcome is not possible, we set out the options clearly so that the next step is an informed one.

  10. Dissolution and winding up

    When a company has served its purpose, we advise on deregistration or voluntary winding up, the allocation of assets, and any related partnership or successor arrangements, so that the business is closed properly and without loose ends. We also advise directors and shareholders on their obligations during the process, and on the treatment of creditors, employees and contracts.

Who we work with

Founders and entrepreneurs forming new companies; shareholders and investors entering, restructuring or exiting a business; boards and executives of private companies and groups; family businesses formalising their arrangements; and the trusts and holding companies through which business interests are held.

How we work

  • We start with intent

    Before drafting anything, we take time to understand what the owners actually want: how control should work, how money flows, and what should happen if circumstances change.

  • We draft as one set

    The MOI, the shareholders' agreement and the resolutions are drafted together, so that each document supports the others.

  • We stay involved

    We remain available as the business grows, so that changes in ownership or funding are reflected in the documents rather than left to memory.

Common questions

Do we need both an MOI and a shareholders' agreement?

Every company has an MOI. Many owner-managed companies also benefit from a shareholders' agreement, which deals with matters such as exits, valuations and deadlock in more detail. We advise on what your company needs and make sure the two documents are consistent.

Can you work with our existing structure?

Yes. Much of our work involves reviewing and improving structures that are already in place, rather than starting again.

Related advisory areas

Technically sound. Commercially minded.

Advice that begins with technical precision and extends to the commercial and strategic judgement that founders, owners and executives rely on.