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Business Law > Advantages and disadvantages of the different types of business structures > Flashcards

Advantages and disadvantages of the different types of business structures Flashcards

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1
Q

What is the governing statute(s) of a partnership?

A

Partnership agreement

But if no PA, then Partnership Act 1890 will apply

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2
Q

What is the governing statute(s) of a Limited Liability Partnership?

A
  1. Limited Liability
    Partnerships Act 2000
    (‘LLPA’)
  2. Limited Liability Partnership
    Regulations 2001 (‘the
    Regs’)
  3. Companies Act 2006
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3
Q

What is the governing statute(s) of a Limited Liability of a Company Limited by Shares?

A
  1. Companies Act 2006
    (‘CA’)
  2. Insolvency Act 1986
  3. Company Directors
    Disqualification Act 1986
  4. Model Articles
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4
Q

What is the liability of investors in a partnership? Is it an advantage or disadvantage?

A

Will be stated in partnership agreement;

If no PA -will be governed by the Partnership Act 1890 -which states partners will have joint and several liability to third parties- this means their liability will be unlimited.

Disadvantage.

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5
Q

What does joint and several liability mean?

A

When multiple parties can be held liable for the same event or act.

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6
Q

What is the liability of investors in a limited liability partnership?

Is it an advantage or disadvantage?

A

Individual members are not personally liable

They are only liable to the extent of what was agreed in their LLP agreement.

Thus, liability is limited.

ADVANTAGE.

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7
Q

What is the liability of investors in a company limited by shares?

Is it an advantage or disadvantage?

A

Liability limited only to the amount of their shares, and any shares still unpaid - s3(2) CA 2006

ADVANTAGE.

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8
Q

What is the legal status of a partnership?

Is it an advantage or disadvantage?

A

Partners together constitute the partnership.

Partnership has no separate legal personality; partners are personally liable.

DISADVANTAGE.

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9
Q

What is the legal status of a limited liability partnership.

Is it an advantage or disadvantage?

A

The LLP has its own legal personality, separate from the owners.

Therefore it can own property, sue and be sued. Liability is therefore limited to the LLP and does not extend to partners.

ADVANTAGE.

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10
Q

What is the legal status of a company?

Is it an advantage or disadvantage?

A

The company has its own legal personality and is a separate legal entity from the members. Therefore liability is limited to the company.

ADVANTAGE.

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11
Q

How many persons need to be involved in setting up a partnership?

A

Minimum of 2 persons (Source?)

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12
Q

How many persons need to be involved in setting up a limited liability partnership?

A

Minimum of 2 persons

If business carries on for
over 6 months after the LLP
is down to 1 member, that
member becomes severally
liable for debts incurred after that 6 month grace period (limited liability benefit is lost).
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13
Q

How many persons needs to be involved in setting up a company?

A

Minimum of 1 person s7 CA2006.

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14
Q

What documents are required and how much must be paid to start up a partnership?

A

No documents or fees are necessary - although

highly recommended to have partnership agreement.

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15
Q

What documents are required and how much must be paid to start up a limited liability partnership?

A
  1. Certificate of incorporation s. 15 CA 2006
  2. Registration fee
  3. Printing of LLP stationery

(memorandum and articles of association not required - but drawing upLLP agreement is highly recommended )

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16
Q

Do partnerships need to disclose anything to the public?

A

No disclosure required.

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17
Q

Do limited liability partnerships need to disclose anything to the public?

A

Need to Disclosure to Registrar:

1) Registered office - ss. 2(c)
and (d) LLPA

2) Accounts - Reg 3 of the
Regs

3) Details of members - s2(e)
LLPA

4) Identity and details of
‘designated members’ (i.e.
members with key admin
responsibilities) - s2(f)
LLPA
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18
Q

Do companies need to disclose anything to the public?

A

Disclosure to Registrar of:

1) Registered office - ss. 9
(5) and 855 CA 2006

2) Accounts - s441 CA
2006

3) Information on directors,
members and capital - ss.
854-856A CA 2006

4) Certain resolution of the
members - s29 CA 2006

5) Charges over the
company’s assets - s859A
CA 2006

6) Company name - s82
CA 2006

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19
Q

Are there any ongoing expenses needed to maintain a partnership?

A

None

20
Q

What financial documents must be reported in a company?

A

Audited accounts prepared
annually

Annual Return filed annually

21
Q

What financial documents must be reported in a company?

A

Audited accounts prepared
annually

Annual return filed
annually

22
Q

Are there any formalities governing the management structure of a partnership?

Is it an advantage or disadvantage?

A

The management structure is governed by:

Partnership agreement.

ADVANTAGE.

23
Q

Are there any formalities governing the management structure of a limited liability partnership?

Is it an advantage or disadvantage?

A

The management structure is governed by:

Very few formalities - need to look at specific partnership agreement.

ADVANTAGE

24
Q

Are there any formalities governing the management structure of a company?

Is it an advantage or disadvantage?

A

The management structure of a company is governed by:

Meetings of directors and

Shareholders meetings

Company’s articles

Model Articles (MA) =
default articles for
companies incorporated on/
after 1 October 2009

DISADVANTAGE

25
Q

What is the method of financing for a partnership?

Is it an advantage or disadvantage?

A

Cannot create floating charges

Cannot issue shares

DISADVANTAGE

26
Q

What is the method of financing for a limited liability partnership?

Is it an advantage or disadvantage?

A

Can create floating charges

Cannot raise finance by
issuing shares

DISADVANTAGE

27
Q

What is the method of financing for a company?

Is it an advantage or disadvantage?

A

Can create floating charges

Can raise finance by
issuing shares

(shares to private for a private company)

(shares to public for a public company)

ADVANTAGE

28
Q

Does a private company have to have directors?

A

A private company must have at least one director. s. 154 CA 2006

29
Q

Does a public company have to have directors?

A

A public company must have at least two directors. s.154 CA 2006.

30
Q

What is the role of a director?

A

They are responsible for the day to day management of the company.

31
Q

What forms the constitution of a company?

A

s17 and s18 CA2006

The articles of Association and;

Resolutions and agreements of the company.

32
Q

What does s 17 CA 2006 say about the memorandum of association?

A

It is no longer a constitutional document and it no longer contains operative clauses s.18 CA 2006.

33
Q

What are the two ways in which shareholders can control how a company is managed?

A

By altering/ determining the constitution (limiting powers of directors).

By voting on shareholder resolutions (where certain decisions are reserved by shareholders).

34
Q

How do shareholders make money on their investment?

A

Dividends from the company if it is profitable.

Capital growth, if any, in the value of the shares when they sell them.

35
Q

What is a listed company?

A

A company whose shares are listed on:

Official List and traded on Main Market of the London Stock Exchange

36
Q

What rules is a listed company subject to?

A

Rules of the Financial Conduct Authority

London Stock Exchange Rules

37
Q

Who holds the shares of listed companies typically?

A

Members of the public

Institutional Shareholders

38
Q

What does section 28 CA2006 say about the memorandums of association?

A

Memorandums of association created before CA 2006 are to be treated as the company’s articles.

39
Q

What is the difference between the statement of a company’s objects for companies created prior to CA 2006?

A

Objects of a company are unrestricted as per s 31 CA 2006 and prior to this, objects in a company’s articles were restricted.

40
Q

What is the governing statute for a limited partnership?

A

Limited Partnership Act 1907

Partnership Act 1890

41
Q

What is the liability of a limited partnership?

A

General partner has unlimited liability

Limited partner has limited liability up to amount of contribution

42
Q

What is the legal status of a limited partnership?

A

A limited partnership has no separate legal personality.

43
Q

What is the minimum number of persons in a limited partnership?

A

Minimum of 2

44
Q

What documents are required to start up a limited partnership?

A

No documents are required, although a partnership agreement is recommended.

45
Q

What must be disclosed in a limited partnership?

A

Just the companies house form at the time of formation.

46
Q

Are there any expenses for a limited partnership?

A

No expenses.

47
Q

What is the management structure of a limited partnership?

A

The management structure will be according to the partnership agreement or in the case of partnership default, Partnership Act provisions will apply.

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