Business Structures Flashcards

1
Q

Partnership

A
  • Partnership Act 1890
  • Partners have joint and several UNLIMITED liability
  • Partners together constitute the partnership - no separate legal personality.
  • At least 2 persons needed.
  • No docs required on start up, bnut partnership agreement advisable.
  • No disclosure requirements
  • Limited ongoing expenses (will often usually pay accountants though)
  • Management structure - as per partnership agreement or default provisions in PA1890.
  • Finance: CANNOT create floating charges nor issue shares.
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
2
Q

Limited Partnerships

A
  • Limited Partnership Act 1907 (and PA 1890)
  • General partner unlimited liability; Limited partner limnited to amount of contribution.
  • Partners together constitute the partnership; no separate legal personality.
  • At least 2 persons needed
  • No docs necessary, but partnership agreement advisable.
  • Must, on formation, deliver to Registrar (and notify Registrar of any changes to):
    > Firm name
    > General nature of partnership business
    > Address/principal place of business
    > Name of each general and limited partner
    > If partnership has a term (i.e. a set duration)
    > Amount of capital contribution of each limited partner
  • Ongoing expenses minimal - often have accountants
  • General partners manage as per partnership agreement; limited partners not involved in day-to-day management - default provisions in PA 1890 have limited application.
  • Finance: CANNOT create floating charges nor issue shares.
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
3
Q

Limited Liability Partnerships

A
  • Limited Liability Partnerships Act 2000 (+ 2001 Regs)
  • Liability of individual partners limited to amount they agreed to pay under their LLP agreement
  • Separate legal entity
  • At least 2 persons needed (if business carried on for over 6 months with 1 member, that member becomes jointly and severally liable with the LLP for debts after 6 month period).
  • On formating: Incorporation document, registration fee - no articles or memorandum but recommended to have LLP agreement.
  • LLP name must appear on same documents as required for companies.
- Must disclose to Registrar:
> Registered office
> Accounts
> Details of members and PSCs
> Details of 'designated members' - those with administrative responsibilities for the running of the LLP - (many restrictions that apply to company directors do not apply!)
  • Must prepare annual audited accounts and file annual confirmation statement.
  • Management structure down to LLP agreement; limited formalities for management/procedure.
  • Finance: CAN create floating charges but CANNOT issue shares.
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
4
Q

Company limited by shares

A
  • CA2006
  • Liability of members limited to any amount unpaid on their shares - s. 3(2) CA2006)
  • Separate legal entity
  • Minimum 1 person needed - s. 7 CA2006
  • On formation: Incorporation documents, articles of association (if MA not adopted), registration fee, stationery.
  • Must disclose:
    > Regisetered office - ss. 9(5) and 853B CA2006
    > Accounts - s. 441 CA2006
    > Information on directors and secretary if company has one, members, PSCs and capital - s.853B CA200
    > Certain resolutions of the members
    > Charges over the company’s assets (s. 859A CA2006)
  • Must prepare annual audited accounts and file annual confirmation statement.
  • Strict requirements on management and procedure - articles + CA.
  • Finance: CAN create floating charges and can issue shares.
How well did you know this?
1
Not at all
2
3
4
5
Perfectly