Three generations, one balance sheet, and no written agreement about any of it.
Family businesses fail on governance far more often than on trading. We put structure and a documented understanding in place while the relationships are still good. The trading record is usually the strong part. A business that has run for thirty years through three recessions knows how to sell, how to buy and how to survive a bad year. What it often does not have is any written answer to the questions that arrive with a death, a divorce, an illness or a son-in-law. Those questions are always the same. Who actually owns what, and can anyone prove it. What happens to a shareholding when somebody dies or leaves. Can a family member be dismissed from a job, and who would do it. How is a dividend decided, and is it decided the same way for a sibling who works in the business and one who does not. What happens if two branches of the family disagree and neither can outvote the other. The cost of not answering them is not usually litigation. It is paralysis: a business that cannot invest because a decision needs a consensus nobody can build, or that carries a family member in a role they are not suited to because there is no mechanism for the conversation. We do this work at the point where it is still an administrative exercise rather than a negotiation. A charter written while everyone is on speaking terms takes weeks and costs a fraction of the same document attempted after a falling-out, when every clause is read as a move against somebody. Alongside it we hold the ordinary commercial function of the business, because the two are not separable in practice: the shareholder question and the supplier contract are usually sitting on the same person’s desk.
Dinmore Bell separates business decisions from family ones and puts a documented structure around both: shareholder and family charters, succession planning, and the commercial and employment work a family business carries alongside them. Wills, probate and estate administration are reserved activities, handled by the regulated specialists it instructs.
How we own it
Governance that fits the family
A charter and a board that reflect how this family actually makes decisions, not a corporate template. The work starts by describing the position honestly: who decides now, who is consulted, and where the real authority sits regardless of what the titles say. From there we document how decisions of each size get made, what has to come to the board, what is reserved to shareholders, and how a deadlock is broken. We also write down the things families usually leave unsaid, such as whether working in the business is a right or an appointment, and how a family member who wants to leave is treated.
Ownership and succession
Share classes, dividend policy, entry and exit for family members, and a sequence for handover. The mechanics matter more than the intention: a promise that the business will pass to the next generation is not a plan, and a shareholders’ agreement that says nothing about what happens on death leaves the answer to a will nobody has read. We separate economic rights from control where that is the sensible answer, write pre-emption and valuation provisions that would actually work in a fallout, and set out a handover with dates and conditions rather than an ambition. Where the structure has tax consequences, we work alongside the family’s tax advisers rather than in place of them.
The commercial function
Contracts, disputes, property and cost recovery run by us, so the next generation is not learning it under pressure. In most family businesses this work has accumulated around one person, often the founder, and exists largely in their memory: which supplier agreement was renegotiated, what was agreed with the landlord, why a particular customer is on unusual terms. We take it into a register, fill the gaps, and run it as a function. The succession benefit is as large as the operational one, because the knowledge stops being a person and becomes a record.
The next generation, and the ones who do not join
Employment in a family business needs the same documentation as employment anywhere, and usually gets less. We write the contracts, set out what a role requires and how performance is assessed, and put a process around promotion so it is not read as favour. The harder half is the family members who do not work in the business and still own part of it. They need information rights, a clear dividend expectation and a route to realise value, or the resentment finds another outlet. Writing that down protects the ones inside the business as much as the ones outside it.
Disputes kept inside the family
When a disagreement does arrive, the first objective is to keep it out of court, because a public shareholder dispute damages the trading business as well as the family. We hold the correspondence under our own name, which takes the exchange off a kitchen table and puts it into a process. Most matters settle on terms nobody would have reached while they were personal. Where proceedings genuinely become necessary we instruct and manage litigators, and the documented governance built earlier is what usually decides the outcome quickly.
Property, assets and the balance sheet
Family businesses commonly hold trading property, often in a separate entity or in individual names, and the arrangements between the two sides are frequently undocumented. We put the leases, licences and intra-group agreements in place, establish and record what is owned where, and hold the renewal and break calendar so a lease event is never a surprise. The same exercise separates the asset worth protecting from the trading risk, which is usually the single most valuable structural change available to a business of this shape.
The family with interests in two countries
A large number of business-owning families now have members, assets or operations in both the UK and the Gulf, and a structure that was straightforward in one place stops being straightforward across two. We run one function across both: the group structure and the intra-group agreements, which entity employs whom, where contracts are governed and enforced, and how decision rights work when the family is in different jurisdictions. Local counsel is instructed where a point genuinely requires it, and coordinated by us rather than by the family.
Where specialists come in
Wills, probate and estate administration are reserved activities we do not undertake. Private-client solicitors and tax advisers are instructed and coordinated.
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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.
- What is a family charter, and is it legally binding?
- It is a written statement of how the family will make decisions about the business: who is involved, how roles are filled, how disagreements are resolved, what the family expects of the business and the business of the family. It is usually not binding by itself. The binding mechanics sit in the shareholders’ agreement and the articles, and the two documents are written to work together.
- When is the right time to do this?
- While relationships are good and nothing is pending. A charter written in a calm year is an administrative exercise. The same document attempted after a falling-out, an illness or a death becomes a negotiation in which every clause is read as a move against somebody, and it costs several times as much if it can be completed at all.
- Can you write our wills or handle probate?
- No. Wills, probate and estate administration are reserved activities and we instruct regulated specialists for them. What we do is make sure the business side lines up with them, so the shareholders’ agreement, the articles and the estate planning are telling the same story rather than three different ones.
- What happens to shares when a family member dies?
- Whatever the articles and the shareholders’ agreement say, and if they say nothing, whatever the will says, which may hand a shareholding to somebody the family did not expect to be an owner. Pre-emption provisions, a workable valuation mechanism and cross-option arrangements are the usual answers, and they need to be consistent with the estate planning.
- Can a family member be dismissed?
- Legally, on the same basis as anyone else, provided the contract and the process are right. Practically, it depends entirely on whether the family agreed in advance how it would be handled. That is precisely the sort of question a charter answers before it is live, which is why it is worth writing while it is hypothetical.
- We have no shareholders’ agreement at all. Where do we start?
- With the facts. We establish who actually owns what, reconcile it against the register at Companies House, and record the arrangements that have only ever been verbal. That exercise alone resolves a surprising number of assumed positions, and it is the foundation everything else is built on.
- What does this cost?
- A fixed monthly retainer for the ongoing function, scoped on a call. Discrete projects such as a charter or a governance restructure are scoped separately and priced as a piece of work, so a family is never billed by the hour for a conversation that needs to be unhurried.
- Do you work with our existing accountant and tax adviser?
- Yes, and we expect to. Tax computation, filing positions and valuations for tax purposes stay entirely with them. We hold the legal and governance structure and make sure it matches the tax planning, which is the join where families most often find their two advisers have assumed different things.