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PGDL: Company Law > Different business models and introduction to companies > Flashcards

Different business models and introduction to companies Flashcards

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1
Q

Case - Northern Sales (1963) Limited v Ministry of national Revenue (1973)

A

If there is an agreement to share losses as well as profits, this makes the existence of a partnership MORE likely

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2
Q

Case - Walker v Hirsch (1884)

A

If the person is not being ‘held out’ as a partner this makes the existence of a partnership LESS likely

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3
Q

Partnership Act 1890 (PA 1890)

A

A

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4
Q

s1 (1) PA 1890 defines ‘partnership’ as …

A

‘…the relation which subsists between persons carrying on a business in common with a view to profit’

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5
Q

Section 24(1) PA 1890

A

Profits and losses -

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6
Q

Section 24(6) PA 1890

A

Remuneration -

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7
Q

Section 24(8) PA 1890

A

Decision Making -

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8
Q

Section 25 PA 1890

A

Expulsion -

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9
Q

Section 19 PA 1890

A

The partners’ mutual rights and obligations can be varied at any time by their UNANIMOUS consent

ADD INFO FROM SLIDESHOW

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10
Q

Limited Liability Partnership Act 2000 (LLPA 2000)

A

A

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11
Q

Define ‘shareholders’

A
  • Also known as Members
  • Owners of the company
  • Invest money in return for shares and possibility of dividends
  • Not involved in day to day management but usually have voting rights and control key decisions
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12
Q

Define ‘Subscribers’

A

The name given to the first shareholders in a company who invest in the company when it is initially set up (incorporated)

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13
Q

Define ‘Directors’

A
  • Office/managers of the company
  • Involved in day to day running of the company
  • Collectively known as the Board
  • In small private companies, directors are often also shareholders
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14
Q

Define ‘PSCs’

A
  • Persons with significant control
  • Details of PSCs MUST be provided to Companies House
  • In general, PSCs are shareholders with over 25% shares
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15
Q

Define ‘stakeholder’

A
  • FIND DEFINITION

- Include anyone interested in the company, such as employees, creditors etc

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16
Q

Companies Act 2006 (CA 2006)

A

A

17
Q

Case - Allen v Gold Reefs (1990)

A

The basic rule is that to be VALID, any alteration must be made bona fide in the interests of the company as a whole

18
Q

Case - Shuttleworth v Cox (1927)

A

The court held that an amendment to the Articles is NOT valid if no reasonable man could consider it to be for the benefit of the company

19
Q

Case - Sidebottom v Kershaw, Leese & Co Ltd (1920) 1 Ch 154 (Court of Appeal)

A

A

20
Q

Case - Re Charterhouse Capital Ltd (2015) EWCA Civ 536 (Court of Appeal)

A

A

21
Q

Case - Hickman v Kent

        OR

Romney Marsh Sheep-Breeders’ Association (1915) 1 Ch 881 (Ch)

A

The generally established rule is that the Articles evidence a contract between the company and its members in their capacity as members with respect to their rights and obligations as members

22
Q

Case - Eley v Positive Government Security Life Assurance Company (1876) 1 Ex D 88 (CA)

A

A

23
Q

Case - Rayfield v Hands (1960) Ch 1 (Ch)

A

A

24
Q

Case - Welton v Saffery (1897) AC 299

A

bad/old law/case or not?

25
Q

Summary of process for incorporating a company from scratch

A

Memorandum (s 9)
Articles (unless incorporating using Model Articles)
Form IN01
Fee

Companies House

Certificate of Incorporation

26
Q

Summary of process for setting up a new company using a shelf company

A

Shelf company purchase

Execute formalities  to make the required changes to:
Name
Articles
Registered office
Members, directors, company secretary

Client’s Company

27
Q

Define ‘quorum’

A

The number of people required to attend a meeting in order for the meeting to be valid

28
Q

Define ‘quorate’

A

If a sufficient number of people attend the meeting then the meeting

29
Q

Define ‘ordinary resolutions’

A

An ordinary resolution of the members of a company means a resolution that is passed by a simple majority (MORE THAN 50% of votes are cast in favour of the resolution) (s 282(1) CA 2006)

30
Q

Define ‘special resolutions’

A

Under s283(1) CA 2006 a special resolution requires a majority of NOT LESS THAN 75%

PGDL: Company Law (10 decks)

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