BLP - 1 Flashcards
Separate legal entity
Generally not liable for business debts (Salomon v A Salomon)
Partnership
Carrying on business with a view of profit
PA 1980 will apply if no express agreement.
Limited partnerships (LPs)
Not widely recognised.
permitted to have limited partner whose liability is to the amount they initially invested in the business.
Must not -
control or manage the LP
have the power to take binding decisions on behalf of the LP
remove their contribution to the LP for as long as it is in business.
Breach rule loses limited liability.
‘Piercing corporate veil’
Prest v Petrodel Resources Limited (2013) - subject to an existing legal restriction which they delibaretely evade. May pierce the corporate veil.
Public company (PLC)
1 - constitution must state public
2- plc
3- specified minimum amount of £50,000 for investment (allotted share capital )
4- each allotted share must be paid up to at least a quarter of its nominal plus the whole of any premium on it
LLPs
Seperate legal personality (protects debts).
Two or more members carrying on lawful business with a view for profit.
- Documents to Registrar of companies house and paying applicable fee.
Issue certificate of incorporation.
Register with HMRC as self-employed.
-Do not need to file partnership agreement.
Private companies
Floating charge?
LLPs and companies.
Incorporation
Form IN01 along with memordandum of association and possibly articles to Companies House with applicable fee.
Comes.into existence when certificate of incorporation issued. Must state s15 CA 2006;
-name and registered number of company
-date of its incorporation
-limited or unlimited company
-public or private company
-whether registered office is in England and Wales in Scotland or Northern Ireland.
If by post must send seperate application to HMRC fir corporation tax within three months
Decisions
IN01;
Name (with restrictions) - approval or secretary of state needed for company which suggests *geographical as well
government affiliation (S54 CA 2006).
Trading name can be decided later.
Registered office - (board resolution required if want to change and file form AD01 at companies house). 14 days after. Statutory books kept here or at companies house.
First directors - name and DOB. (private one, public at least two). Must be 16 or over.
Directors residential and service addresses - usually registered office. Can be shared with SPA and CRAs. Application if risk of violence or intimidation.
Company secretary (not compulsory) but if do service address and name.
First shareholer(s) - subscribers, name and address entered on IN01.
Statement of capital; number of shares each type the company has and nominal value.
What right gives; what share of dividends, redeem for money. voting rights.
Company constitutuion
Memorandum of association, articles, with cert of incorporation, current statement of capital, copies of court orders and legislation altering constituion, resolutions, and agreements involving shareholders form the constitution.
Memorandum - statement that subscribes wish to form a company and agree to become sharehodler to at least one share each. Signed by subscribers.
Articles (model by default)
MA14 - director with personal interest usually dissaplied.
Amending articles
-Special resolution
Must file copy at Companies within 15 days of articles taking effect. Must file special resolution 15 days after passed.
People with significant control
required on IN01 form
-holds more than 25% of shares in company
-holds more than 25% of voting rights
-holds right to appoint or remove a majority of directors of the compay
Must keep register of people with significant control (ongoing).
Statement of compliance (s9)
Once all done, must state statement with compliance s9 CA 2006
Public company registering
articles in suitable form
- trading certificate of proof it can trade and borrow, and it has met allottted share capital requirements
Form SH50
