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BLP 2020 > Business Forms > Flashcards

Business Forms Flashcards

1
Q

SWOT Analysis

A

Strengths
- Competitive advantages

Weaknesses
- Disadvantage relative to competitors

Opportunities
- Chances to increase sales or profits within the wider environment

Threats
- Competitive disadvantages

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2
Q

4 types of markets

A

Monopoly

Oliogopoly
o Few major competitors
o Often price fixing is seen

Monopolistic Competition
o Short run monopoly however low entry barriers

Oligopsony
o Many suppliers but few buyers

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3
Q

PESTLE

A 
Political
-	Government intervention
Economic
-	E.g. borrowing, recession, growth
Socio-cultural
-	Demographic and life-style changes
Technological
-	Technology development
Legal
-	Statutory provisions
Environmental
-	How the business operates
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4
Q

Main Features of Partnership

A
  • Partnership Act 1890
    o Mainly fall-back provisions in case of an absence of a partnership agreement
  • Unlimited liability
  • “Relationship between persons carrying on a business in common with a view to making a profit (s. 1(2) PA 1890)
  • Determined on facts not intention of the parties
  • Costs nothing to set up a partnership
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5
Q

s. 2 PA 1890

A

o Evidence of profit sharing will be prima facie evicence of a partnership but not necessarily conclusive evidence (s. 2(3) PA 1890)

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6
Q

Northern Sales (1963) Limited v Ministry of National Revenue (1973)

A
  • If there is an agreement to share losses and profits this makes the existence of a partnership more likely
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7
Q

Walker v Hirsch (1884)

A

If a person is not held out as a partner this makes the relationship less likely

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8
Q

Partnership agreement

A
  • PA 1890 contains a default code
  • Can be varied with unanimous consent (s. 19 PA 1890)
  • Express or implied
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9
Q

Partners unauthorised acts

A
  • Will bind (s. 5 PA 1890) if:
    o The act is carrying on business of the kind carried on by the firm
    o The act is for carrying on such business in the usual way
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10
Q

Partnership Contractual Liability

A

Liable jointly (S. 9 PA 1890)

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11
Q

Partnership Tortious liability

A

Joint and Several (ss. 10 and 12)

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12
Q

Main features LP

A
  • Limited Partnership Act 1907
  • Limited partner must not be involved in the day to day running of the business (s. 6 LPA 1907)
  • General partners liability is unlimited
  • Limited partners have limited liability up to the amount of their contribution to the LP (s. 4(2) LPA 1907)
    o No power to bind the firm.
    o If takes part in management he will be liable for all debts and obligations of the LP (s. 6(1) LPA 1907)
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13
Q

Registration of an LP

A
  • Must be registered at Companies House under ss. 5, 8 and 8A LPA 1907
    o Name
    o General nature of business
    o Prinicpal place of business
    o Names of partners
    o Sum contributed by limited partners (s. 9 LPA 1907)
  • Registered with form LP5
  • Need not file annual accounts or confirmation statement
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14
Q

Main features of an LLP

A
  • Limited Liability Partnership Act 2000
  • Separate legal personality (s. 1(2) LLPA 2000)
  • Subject to provisions of the Company Act 2006
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15
Q

Legislation for an LLP

A
  • LLPA 2000
  • Limited liability partnerships regulations 2001
  • Limited liability partnerships (application of companies act 2006) regulations 2009
  • Insolvency Act 1986
  • Company Directors Disqualification Act 1986
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16
Q

LLP Registration

A
  • S. 2(10(a) LPA 2000)
    o 2 or more persons carrying on a lawful business with a view to profit can incorporate an LLP.
  • Form LL IN01
    o Name
    o Registered office address
    o Which members are designated members
  • Obliged to continue to file information with companies house
  • Must also maintain in-house records
    o Registers of members with significant control (at least 25% interest)
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17
Q

LLP Memebers

A

Must have at least 2 formally appointed members at all times

18
Q

Company main features

A 
Limited liability (s. 74 IA 19856)
Sepearate legal personality
19
Q

Share capital

A
  • S. 542 CA 2006 requires that each share has a fixed nominal value.
    o Usually 1 pound
  • Nominal value does not take into account market value -> may have to pay a premium
  • Company not allowed to return the share capital to shareholders except in limited circumstances
20
Q

Company Publicity Requirements

A
  • Register at companies house and deliver confirmation statement to the Registrar of Companies each year
  • Required to file annual accounts
21
Q

Definition of a PSC

A

(Par 1 Schedule 1A CA 2006)
One or more:
- The person holds comment directly or indirectly, more than 25% of the shares in the company
- The person holds, directly or indirectly, more than 25% of the voting rights in the company
- The person holds the right, directly or indirectly, to appoint or remove of majority of the board of directors of the company
- The person otherwise has the right to exercise, or actually exercises, significant influence or control over the company
- The person has the right to exercise, or actually exercises, significant influence or control over an arrangement such as a trust, which is not a legal entity but which meets any of the other specified conditions in relation to the company or would do so if it were an individual

22
Q

S. 7 CA 2006

A

o Method of forming a company
 Subscribing names to a memorandum of association
 Complying with act requirement
 May not be formed for unlawful purposes

23
Q

S. 8(1) CA 2006

A

o Memorandum of association
 Members wish to form the company
 Agree to become members and take 1 share each minimum

24
Q

S. 15 CA 2006

A 
o	Issued a certificate of registration
	Name and registered number
	Date of incorporation
	Limited or unlimited company
	Date of incorporation
	Limited or unlimited company
	Private or public
	Where registered office is situated
25
Q

S. 17 CA 2006

A

o Company Constitution includes
 Company articles
 Any resolutions and agreements

26
Q

S. 20 CA 2006

A

o Model articles default unless amended

27
Q

S. 28(1) CA 2006

A

o Memorandum treated as articles

28
Q

S. 58 CA 2006

A

o Name of public limited company must end with p.l.c.

29
Q

S. 59 CA 2006

A

o Name of private limited company must end with limited or ltd

30
Q

S. 154 CA 2006

A

o Public limited company must have 2 directors private limited company must have 1 director

31
Q

S. 270 CA 2006

A

o Private company is not required to have a secretary

32
Q

S. 271 CA 2006

A

o Public company must have a secretary

33
Q

S. 582 CA 2006

A

o Shares allotted by company may be paid up in money or moneys’ worth

34
Q

S. 586 CA 2006

A

o Public company must only allot shares with at least ¼ paid up of nominal value and the whole premium

35
Q

S. 755 CA 2006

A

o Private limited company may not offer to the public securities of the company

36
Q

S. 761 CA 2006

A

o Nominal share value not less than minimum authorised amount
- S. 763(1) CA 2006
o Authorised minimum is 50,000 pounds

37
Q

Articles of Association

A
  • Articles form the basis of a ‘contract of membership’ between the company and the shareholders and between the shareholders themselves
  • Directors have a duty to act in accordance with the company’s constitution (s. 171 CA 2006)
  • May be changed by special resolution (S. 21(1))
38
Q

Directors Duties

A
  • Duty to act within powers (S. 171 CA 2006)
  • Duty to promote the success of the company for the benefit of its members (S. 172 CA 2006)
  • Duty to exercise independent judgement (s. 173 CA 2006)
  • Duty to exercise reasonable care, skill, and diligence (s. 174 CA 2006)
  • Duty to avoid conflicts of interest (s. 175 CA 2006)
  • Duty not to accept benefits from third parties (s. 176 CA 2006)
  • Duty to declare any interests in the proposed transaction (s. 177 CA 2006)
39
Q

S. 755 CA 2006

A
  • Private companies are generally prohibited from offering their shares to the public at large
40
Q

Written Resolutions

A
  • Private companies can pass shareholder resolutions using the written resolution procedure in s. 288 CA 2006
  • Ordinary resolution can be passed by a majority of the total voting rights of eligible members (s. 282(2) CA 2006) and a special resolution can be passed by a majority of not less than 75% of the total voting rights of eligible members (s. 283(2) CA 2006)

BLP 2020 (2 decks)

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