I am the de-facto General Counsel of my own company and it is the worst-paid job I have.
For the founder personally as well as the business: what you own, what you have signed, what you are exposed to, and who handles the next thing that lands. The founder of a business between thirty and six hundred people occupies a position nobody designed. They are a director with statutory duties, a shareholder with rights they have never exercised, frequently a personal guarantor, sometimes a landlord to their own company, and the person every hard conversation ends up with. None of that appears in a job description and most of it has never been written down. What follows is not advice delivered on request. It is a standing function that knows the position, holds the documents, and takes the next thing that lands.
Dinmore Bell acts as a retained General Counsel for founders personally as well as for the business: what is owned, what has been signed, and where the exposure sits. Personal tax, immigration and regulated wealth advice are provided by instructed specialists working under Dinmore Bell's coordination.
How we own it
Personal exposure
Guarantees, directorships, loan accounts and covenants: found, listed and, where possible, removed. Almost every founder has signed more personally than they remember. The bank facility from the second year. The equipment lease the supplier would not do without a guarantee. The landlord's requirement on the first site, which the landlord on the third site also asked for and got. The card facility, the fuel account, the trade credit application signed in a hurry. The first piece of work is simply to find them, because no register exists. We reconstruct the position from the filings, the facility letters, the leases and the company records, and produce one list of what has been given, to whom, for how much and on what trigger. The second piece is to reduce it. Guarantees given when the business had no track record frequently survive long after the reason for them has gone, because nobody ever asked for their release. A business with three years of clean accounts has a negotiating position it is not using. Some can be released outright, some capped, some replaced with a charge over an asset, and some traded at the point the facility is next renewed. The third is directorships and their duties: what is held, whether any of it is dormant, whether the filings are current, and whether the founder understands the point at which duties shift from shareholders to creditors. Loan accounts sit here too. An overdrawn director's loan account is a tax event and a solvency question, and it is usually discovered rather than managed.
What you own
Shares, options, IP and interests documented properly, so a future transaction does not become an archaeology project. Diligence does not create problems. It finds them, at the least convenient moment and with a price attached. The common findings are always the same, and every one of them is cheap to settle years in advance. Shares that were agreed but never issued. A register of members that does not match what everyone believes. Option promises made in conversation or in an email, with no scheme, no valuation and no paperwork. Founder shares held personally that should have sat in a holding company. Investments in other businesses recorded nowhere. Intellectual property is the one that most often bites. Code written by contractors who never signed an assignment, because payment is not assignment. Brand names in use for years and never registered, sometimes registered by somebody else. Designs commissioned from an agency whose terms kept ownership. Trade marks registered in the founder's name rather than the company's, or in the wrong classes, or in the UK only for a business now trading across the Gulf. We establish the position, fix what can be fixed by agreement now, and put a structure in place that holds: who owns what, in which entity, under which document, with the registrations that actually protect it. Where a holding company or a group reorganisation is the right answer, we design and execute it, and instruct tax advisers on the treatment before anything moves.
Someone to call
The awkward negotiation, the shareholder conversation, the regulator letter. Made by us, with the objective agreed first. A great deal of what lands on a founder's desk is not legally difficult. It is personally difficult, and that is why it sits there. The co-founder who has stopped contributing. The long-serving employee who has become a problem. The customer who owes money and is also a friend. The supplier who has been overcharging for two years. These are the matters that get postponed, and postponement is what makes them expensive. A shareholder disagreement addressed in the month it appears is a conversation. The same disagreement two years later is a valuation dispute with two sets of advisers. We take the conversation, under our own name, with the objective agreed first and the position prepared. That includes the correspondence, the negotiation and the settlement, and it includes knowing when not to escalate. A letter that closes a matter is worth more than a letter that wins an argument. It also covers the things that arrive without warning: a regulator's enquiry, a claim, a statutory demand, an approach from a buyer, a journalist. Each of those has a first twenty-four hours in which the response matters more than the eventual outcome, and a founder should not be drafting it alone at eleven at night.
The governance nobody set up
Board discipline, shareholder arrangements and the decisions that need recording before they are contested. Most founder-led businesses run on trust and memory, which works until the day it does not. The trigger is usually growth: an investor, a second family generation, a senior hire given equity, a co-founder who wants out. We put in the minimum that actually holds. A shareholders' agreement covering transfer, pre-emption, deadlock, drag and tag, and what happens on death, divorce or departure. Articles that match it rather than contradict it. A board that meets, takes decisions, and records them, so that a decision taken in the business's interest can be shown to have been taken in the business's interest. Alongside that sits delegated authority: who can sign what, up to what value, and where the limit actually lives. Founders who complain that everything comes to them usually have no written authority matrix, so everything properly does.
Across two countries
The UK and the Gulf, run as one position rather than two sets of advisers who have never spoken. A growing number of founders now hold interests on both sides of the corridor: a UK trading company, a UAE entity, property in one or both, and a personal position that has moved or is about to. The failure mode is not complexity but fragmentation. A UK accountant, a Dubai formation agent, a UK solicitor and a local adviser each hold part of the picture and none holds the whole of it, so the intra-group agreements are never written, the contracts are signed by whichever entity was convenient, and the ownership of the brand sits wherever it was first registered. We hold the whole position: which entity owns what, which employs whom, which contracts with customers in which market, what flows between them and on what basis, and which specialist is instructed for the questions that are properly theirs. Personal tax residence, immigration status and regulated wealth advice are provided by instructed specialists in each jurisdiction, coordinated so that they are working from the same set of facts.
Where specialists come in
Personal tax, immigration and regulated wealth advice are provided by instructed specialists under our coordination.
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The comparison is not our fee against an hourly rate. It is our fee against the hire you would otherwise make.
Free zone or mainland: the question founders ask last
The decision is usually made by whoever incorporated first, then lived with for years.
- Is this for me or for my business?
- Both, and that is the distinction from an in-house lawyer. An employed General Counsel acts for the company. Dinmore Bell holds the founder's position alongside it: the guarantees, the directorships, the shareholdings and the interests that sit outside the company but are affected by everything it does.
- Can you get me out of a personal guarantee?
- Sometimes outright, more often partially. A guarantee given when the business had no trading record is frequently still in place years later simply because nobody asked for its release. Dinmore Bell finds what has been signed, establishes who holds it and on what trigger, and negotiates release, a cap, or a substituted security, usually at the point the facility is next renewed.
- What happens if my co-founder and I fall out?
- What happens is decided by the shareholders' agreement and the articles, if they exist and if they are consistent with each other. Where they do, the position is a process. Where they do not, it is a negotiation with no rules. Dinmore Bell puts the documents in place while everyone still agrees, and runs the conversation if the situation arrives.
- Do I need a holding company?
- Usually at the point there is a second trading activity, an outside investor, or an asset worth separating from trading risk. Before any of those, it adds administration without adding protection. Dinmore Bell assesses whether the trigger has actually arrived, designs the structure, and instructs tax advisers on the treatment before anything is moved.
- We have never documented our share options. Is that a problem?
- It becomes one at the first funding round, sale or senior departure, and the cost of fixing it rises steeply at each. Promises made by email are remembered as entitlements. Dinmore Bell establishes what has actually been agreed, documents what can be documented now, and puts a scheme in place so that future grants are recorded when they are made.
- How is this different from having a solicitor on retainer?
- A retainer buys access to advice when the founder knows to ask. This is a function that holds the position continuously: the registers, the dates, the documents and the relationships, with work taken on and completed rather than advised on. The measure is what Dinmore Bell has done, not what it has recommended.
- What does it cost?
- A fixed monthly retainer, scoped on a Scope Analysis call in which the position, the documents and the actual workload are reviewed. The scope is agreed before anything starts. There is no hourly billing, which is what allows a founder to raise something small without calculating whether it is worth the call.
- I am moving to Dubai. What changes?
- Materially, most of it: which entity employs the team, where the intellectual property sits, which company contracts with customers, and what flows between the two businesses. Dinmore Bell holds the structure across both jurisdictions and coordinates the tax and immigration specialists in each, so the decisions are taken together rather than discovered separately.