The business is doing well and nobody has said out loud what happens when Dad steps back.
Governance is the conversation families postpone until it becomes a dispute. We chair it, document what is agreed, and coordinate the specialists who put the legal instruments in place. The problem is rarely legal to begin with. It is that a business built by one or two people now supports a family that has grown around it, and nobody has said out loud who owns it, who runs it, who is entitled to work in it, and what happens when the person holding it all together stops. Every family answers those questions eventually. The only variable is whether they answer them deliberately, at a table, while everyone is still on speaking terms, or reactively, through advisers, after a death or a fallout. The first is a short piece of work. The second takes years and costs a multiple of the business's annual profit.
Dinmore Bell provides family governance for business-owning families: family and shareholder charters, succession planning and decision rights. Wills, probate and estate administration are reserved legal activities, handled by regulated private-client solicitors whom Dinmore Bell instructs, briefs and coordinates as part of the same plan.
How we own it
The family charter
Who owns what, who works in the business, how the next generation enters, how disagreements are resolved. Written down while everyone still agrees. A family charter is not a legal instrument and it does not need to be. It is the agreed statement of how the family intends to behave in relation to the business, and its value lies in having been discussed rather than in being enforceable. The questions it settles are the ones families avoid. Is employment in the business a right or an appointment, and on what terms? Does a family member have to work elsewhere first? Are family members paid the market rate for the role, or something else? Who may own shares: those who work in the business, all children equally, or spouses too? What happens to the shares on a divorce? How are dividends decided when some shareholders work in the business and some do not? We chair those conversations, which is most of the work. A family in the room together will avoid the subject indefinitely without somebody whose job it is to put the next question. We hold the sessions, keep them to the agenda, record what was agreed and what was expressly left open, and produce a document the family recognises as its own rather than an adviser's. The charter is then the reference point. When a decision arrives that the family has already thought about, it is administration. It is the decisions nobody anticipated that become disputes.
Shareholder arrangements
Share classes, dividend policy, pre-emption, deadlock, and what happens on death, divorce or departure. This is where the charter becomes enforceable. The agreement and the articles have to carry the family's intentions in a form that binds, and they have to be consistent with each other, which in family companies they very often are not. The work covers the ordinary mechanics. Share classes, so that economic rights, voting rights and dividend flexibility can be separated where the family wants different answers for different branches. Pre-emption, so shares cannot leave the family by accident. Transfer provisions dealing with death, divorce, bankruptcy and departure, each of which moves shares in a different way and needs a different answer. Then the mechanisms nobody wants to use and everybody needs. Deadlock provisions for a two-branch company where each side holds half. Drag and tag, so a future sale is not blocked by a small holding or a majority cannot leave a minority behind. A valuation method agreed in advance, which is the single provision that prevents the most litigation, because the argument in a family share dispute is almost never about whether a share must be sold but about what it is worth. We draft and negotiate these, and we deal with the interaction with the constitutional documents so that the agreement and the articles say the same thing. Where a trust structure is the right holder of shares, it is established by instructed specialists working to the plan the family has agreed.
Succession, coordinated
A sequence for handover: roles, timing, board composition, and the instruments the specialists need to draft. Succession fails on sequence more often than on substance. Families decide what they want and then discover it requires a corporate reorganisation, a valuation, a tax clearance, new shareholder documents, revised wills and possibly a trust, each with its own lead time, and each adviser waiting on another. We hold the plan and the running order. That means deciding the destination with the family, then setting out what has to happen in what order, who does each piece, and by when, and then chasing it rather than reporting on it. The substance is ordinarily a handover of three separate things that families treat as one: ownership, control and management. They do not have to move together and usually should not. A founder can transfer economic ownership while retaining control through share classes, or hand over management while retaining both. Separating those three questions is often what unlocks a conversation that has been stuck for years. Alongside sits the governance that makes a handover survivable: a board that actually functions, a non-family voice in the room where that helps, and reserved matters so the next generation has authority within limits everyone has agreed. Wills, powers of attorney, probate and estate administration are reserved legal activities and are drafted and conducted by regulated private-client solicitors. We instruct them, brief them on what the family has agreed, check that the instruments match the corporate documents, and hold the whole sequence together.
The family office question
Whether a family needs one, and what it should hold if it does. As families accumulate entities, properties and interests across more than one country, administration stops being a by-product and becomes a function. The question is not usually whether to build a family office but what it should actually hold and who should run it. We start with a register, because most families do not have one: every entity, where it is registered, who owns it, who directs it, what it holds, which adviser looks after it, when its filings fall due and what obligations attach to it. Producing that document is frequently the most useful week of work a family has had, because it is the first time anyone has seen the whole position on a page. From there the choices are practical. What is administered in-house and what is outsourced. Who has authority to instruct and to sign, and up to what value. How decisions are recorded so that a family member who is not involved day to day can still see what was done and why. Which specialists are retained in each jurisdiction and who coordinates them.
When a family also runs a business together
Employment, conduct and the conversations that are difficult because they are family. Governance documents do not solve the daily problem, which is that the underperforming manager is somebody's son and the person who has to address it is his father. We take those where the family wants them taken. That means the same discipline applied inside the business: real roles with real objectives, appraisals that happen, remuneration set by reference to the job rather than the surname, and a written process for the conversation when it is needed. It also means being the party who says the thing, so that a working relationship and a family relationship are not destroyed at the same table. Where the outcome is a departure, it is negotiated and documented like any other, with the shareholding treated separately from the employment, because conflating the two is how a manageable exit becomes a permanent grievance.
Where specialists come in
We do not draft wills, apply for probate or administer estates — those are reserved activities. Regulated private-client solicitors and tax advisers are instructed and coordinated by us.
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Free zone or mainland: the question founders ask last
The decision is usually made by whoever incorporated first, then lived with for years.
- Does Dinmore Bell write wills?
- Wills, powers of attorney, probate and estate administration are reserved legal activities carried out by regulated private-client solicitors. Dinmore Bell instructs them, briefs them on what the family has agreed, and checks that the instruments match the corporate documents, so the will and the shareholders' agreement do not contradict each other.
- What is a family charter and is it legally binding?
- It is the family's agreed statement of how it intends to behave in relation to the business: who may own shares, who may work in it, how disagreements are handled. It is not itself binding, and its value is in having been discussed and recorded. The parts that need to bind are carried into the shareholders' agreement and the articles.
- When is the right time to start this?
- While the founding generation is well and the family is on good terms, which is precisely when it feels least urgent. The triggers that make it urgent, a death, an illness, a divorce, a fallout or an approach from a buyer, are all triggers that make it much harder and considerably more expensive to do.
- Our family does not agree. Can this still work?
- Disagreement is the normal starting point and is not an obstacle to the work. What matters is whether the family will sit down. Dinmore Bell chairs the sessions, puts the questions in an order that makes progress possible, and records what is agreed and what is expressly left open, which is often more useful than pretending consensus exists.
- How do you value shares in a family company?
- The valuation itself is provided by an instructed valuer. The more important work is agreeing the method in advance and writing it into the shareholders' agreement: the basis, who appoints the valuer, whether minority holdings are discounted, and how quickly it must be done. Most family share disputes are arguments about value, not about whether a transfer must happen.
- Can you deal with a family business that operates in the UK and the UAE?
- Yes, and the combination is common. Dinmore Bell holds the whole position across both jurisdictions, which entity owns what, which employs whom, what flows between them, and coordinates the tax, immigration and regulated advisers in each so they are working from the same facts rather than separate halves of the picture.
- Do you handle the difficult conversations, or just document the outcome?
- Both, and the first is usually where the value is. Dinmore Bell chairs the family sessions, and where a conversation needs to be had with an individual family member about performance, conduct or a departure, it takes that conversation under its own name so that the working relationship and the family relationship are not damaged at the same table.
- What does an engagement look like in practice?
- It begins with a Scope Analysis in which the current position, the entities, the documents and the family's objectives are reviewed. From there the work runs on a fixed monthly retainer: chairing the sessions, drafting and negotiating the documents, holding the register and the sequence, and instructing and coordinating the specialists as each piece falls due.