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Corporate and commercial

Lending, guarantees and corporate finance

Clear legal advice for businesses borrowing, lending or securing finance and for directors asked to sign a personal guarantee.

In short

Ansons Law's corporate team acts for borrowers, lenders and guarantors on business lending, from loan agreements and security documents to personal guarantees and acquisition finance. Most lenders require a director to take independent legal advice before signing a personal guarantee, because it can put personal assets such as your home at risk. We give that advice, identify any onerous terms and issue the solicitor's certificate your lender needs to proceed.

Who we act for
Borrowers, lenders and guarantors
Common security
Debentures, legal charges over property, personal guarantees and share charges
Joint heads of department
Neil Jones and Jamie Gill

Before you sign a personal guarantee

A personal guarantee removes the protection of limited liability for that debt. If the company cannot pay, your home, savings and other property could be at risk.

Most lenders will not proceed without a solicitor's certificate confirming that you have had independent legal advice. We always advise you on your options before you sign anything.

What does signing a personal guarantee really mean?

A personal guarantee is a legally binding commitment by an individual, usually a director or shareholder, to repay a company's debt if the company itself cannot. It removes the protection of limited liability for that specific obligation, so your personal assets, including your home, savings and other property, could be at risk if things go wrong.

Most lenders require a personal guarantee as a condition of lending to an SME, particularly where the company has limited assets or a short trading history. Before you sign, the lender will typically require you to take independent legal advice from a solicitor who is not acting for the borrower company or the lender.

That is not a box-ticking exercise. The guarantee must be fully explained to you, so that you understand the extent of your liability, the circumstances in which it could be called on and whether the terms are fair. We explain what you are agreeing to in plain English, identify any terms that are more onerous than standard and issue the solicitor's certificate your lender requires.

What is corporate finance, and what legal support does it need?

Corporate finance covers the legal and structural side of how businesses raise, deploy and manage capital. For most SMEs, that means working with banks, alternative lenders or private investors to fund growth, acquisitions, management buyouts or day-to-day working capital.

Every significant financing arrangement involves legal documentation, whether that is a facility letter, a loan agreement, a debenture, a charge over property or a combination of these. Getting that documentation right is critical. Poorly drafted or misunderstood terms can create unexpected obligations, restrict what your business can do without lender consent or leave you personally exposed in ways you did not anticipate.

Loan agreements and security documents are complex. We make sure you understand the terms before you commit, not after the facility has been drawn down and the obligations are already running.

Do you act for borrowers or lenders?

Both. We act for borrowers, lenders and guarantors, which means we understand the deal from both sides and can anticipate issues from both directions.

For borrowers, that means making sure you know exactly what you are agreeing to and that the documentation reflects the commercial terms you negotiated. For lenders, it means security that is properly constituted, registered where required and enforceable if it needs to be.

We work alongside your accountant, financial adviser and the lender's solicitors so the legal work fits into the wider transaction without slowing things down or creating unnecessary friction.

At work in the Ansons Law office in Cannock
What we do

What we can help with

Business lending, security and corporate finance, for borrowers, lenders and guarantors.
  • Loan agreements and facility letters: drafting, review and negotiation
  • Independent legal advice for directors signing personal guarantees
  • Debentures and fixed and floating charges over company assets
  • Legal charges over property as security for borrowing
  • Intercreditor and subordination agreements
  • Intra-group and shareholder loan arrangements
  • Acquisition finance and management buyout funding
  • Invoice discounting and asset-based lending arrangements
  • Refinancing and facility amendments
Step by step

Personal guarantee advice, step by step

What happens when your lender asks you to take independent legal advice before you sign.
  1. The lender asks for advice

    Most lenders require a director or guarantor to take independent legal advice before signing, from a solicitor who is not acting for the borrower company or the lender.

  2. We review the guarantee

    We explain in plain English the full extent of your personal liability and when the guarantee could be called on, and we identify any terms that are more onerous than standard.

  3. Your options

    Depending on the lender and the facility, it may be possible to negotiate a cap on your liability, a time limit on the guarantee or carve-outs that exclude certain personal assets.

  4. The solicitor's certificate

    Once you have made an informed decision, we issue the written certificate confirming that proper advice has been given. Without it, most lenders will not proceed.

Questions

Lending, guarantees and corporate finance questions

Do I need a solicitor when signing a personal guarantee?

Most lenders require a director or guarantor to take independent legal advice before signing, and it is not just a formality. A solicitor will explain the full extent of your personal liability, identify any unusually onerous terms and issue a written certificate to the lender confirming that proper advice has been given. Without that certificate, most lenders will not proceed. Without the advice, you may not fully understand what you have committed to.

What is the difference between a personal guarantee and a debenture?

A personal guarantee is a commitment by an individual, usually a director, to repay a company's debt if the company cannot. A debenture is a form of security taken over a company's assets as a whole, giving the lender rights over those assets if the loan is not repaid. Many lending transactions involve both, with the debenture securing the company's obligations and the personal guarantee giving the lender additional comfort at director level.

Can I negotiate the terms of a personal guarantee?

Yes, and in many cases it is worth trying. It may be possible to negotiate a cap on your liability, a time limit on the guarantee or carve-outs that exclude certain personal assets. The scope for negotiation depends on the lender and the size and nature of the facility, but we will always advise you on your options before you sign anything.

What types of security do lenders typically require from SMEs?

The most common forms of security are debentures over company assets, legal charges over commercial or residential property, personal guarantees from directors or shareholders and charges over shares in the borrowing company. The type of security required depends on the lender, the nature of the facility and what assets are available. We advise on all of these.

We are borrowing to fund a management buyout. Can Ansons help?

Yes. We advise management teams on acquisition finance and MBO funding, working alongside your financial adviser and the lender's solicitors to make sure the legal documentation reflects the deal you have negotiated and that your interests are protected throughout. See buying and selling businesses.

Can you act for both the lender and the borrower?

In some simpler transactions it may be possible to act for both parties, subject to there being no conflict of interest. For personal guarantee advice, however, we always act independently of both the lender and the borrowing company. This is required by most lenders and by professional conduct rules, and it is what makes the advice genuinely independent.

Can you register a charge for a lender?

Yes. Whether you are a lender registering a charge or a borrower granting security, we make sure the documentation is correctly drafted and registered so it is enforceable when it matters.

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Offices

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Our corporate and commercial team works from our offices across the Midlands. Every office can take your enquiry.
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