1-18 of 18 Results

  • Keyword: limited companies x
Clear all

Chapter

Cover Introduction to Business Law

15. Business Organizations  

This chapter discusses the common types of business organizations and explains the difference between unincorporated and incorporated businesses. The three types of partnership arrangements are considered, namely a general (ordinary) partnership, a limited partnership, and a limited liability partnership. The chapter includes discussion of the rules relating to partnerships under the Partnership Act 1890 and the Limited Liability Partnership Act 2000. It explains how different types of partnerships may be set up and looks at the relationship between partners and the relationship between partnerships and outsiders. It considers the dissolution of the different types of partnerships. The chapter concludes with a discussion of the different types of companies and the separate legal personality of companies.

Chapter

Cover Mayson, French & Ryan on Company Law

D. Other legal forms for business  

This chapter discusses various general-purpose legal forms for carrying on business. It starts with the simplest form of all, sole proprietorship (or self-employment). Two or more persons carrying on a business or profession in common with a view of profit are in partnership, which has developed into the sophisticated form of the limited liability partnership. The rest of the chapter is devoted to the various lesser used forms of company which can be registered under the Companies Act 2006 (CA 2006). These are guarantee companies, unlimited companies and community interest companies. The chapter also discusses how re-registration can be used to transform various types of company into other types.

Chapter

Cover Mayson, French, and Ryan on Company Law

D. Other legal forms for business  

This chapter discusses various general-purpose legal forms for carrying on business. It starts with the simplest form of all, sole proprietorship (or self-employment). Two or more persons carrying on a business or profession in common with a view of profit are in partnership, which has developed into the sophisticated form of the limited liability partnership. The rest of the chapter is devoted to the various lesser used forms of company which can be registered under the Companies Act 2006 (CA 2006). These are guarantee companies, unlimited companies and community interest companies. The chapter also discusses how re-registration can be used to transform various types of company into other types.

Chapter

Cover Company Law Concentrate

1. Business structures  

This chapter discusses the four principal business structures in the UK, namely the sole proprietorship, ordinary partnership, limited liability partnership (LLP), and company. The LLP and the company are created via a process called incorporation and are therefore known as incorporated business structures or, as they are referred to in their respective statutes, ‘bodies corporate’. The sole proprietorship and the ordinary partnership are not created via incorporation and so are known as unincorporated business structures.

Chapter

Cover Company Law Concentrate

1. Business structures  

Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter discusses the four principal business structures in the UK, namely the sole proprietorship, ordinary partnership, limited liability partnership (LLP), and company. The LLP and the company are created via a process called incorporation and are therefore known as incorporated business structures or, as they are referred to in their respective statutes, as ‘bodies corporate’. The sole proprietorship and the ordinary partnership are not created via incorporation and so are known as unincorporated business structures.

Chapter

Cover Mayson, French & Ryan on Company Law

1. Overview  

This chapter provides an overview of the work’s contents. It introduces the basic ideas of company law. A company is an artificial legal person capable of owning property, being a party to contracts and being a claimant or defendant in legal proceedings. A company is created by registration at Companies House under the Companies Act 2006. A company is both an association of members (shareholders) and a person separate from its members. Members are not liable for the company’s debts. Members are only liable to make an agreed capital contribution in return for their shares. Members appoint directors to manage the company’s business and represent the company. Every company must have articles of association which set out the company’s constitution.

Chapter

Cover Mayson, French, and Ryan on Company Law

1. Overview  

This chapter provides an overview of the work’s contents. It introduces the basic ideas of company law. A company is an artificial legal person capable of owning property, being a party to contracts and being a claimant or defendant in legal proceedings. A company is created by registration at Companies House under the Companies Act 2006. A company is both an association of members (shareholders) and a person separate from its members. Members are not liable for the company’s debts. Members are only liable to make an agreed capital contribution in return for their shares. Members appoint directors to manage the company’s business and represent the company. Every company must have articles of association which set out the company’s constitution.

Chapter

Cover Business Law Concentrate

9. Company law I: trading structures and forming the business  

Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter reviews the law on business organization and business formation. The five main types of business organization (trading structure) applicable in England and Wales are: sole trader; simple partnership; limited liability partnership; private limited company; and public limited company. Sole trader organizations are very flexible but expose the owner to unlimited liability for losses, whilst operating a limited company limits potential losses of the shareholders but is subject to external regulation. A partnership can be ‘simple’, ‘limited’, or a ‘limited liability partnership’. Private limited companies are not required to have a minimum share capital but public limited companies require a minimum of £50,000 allotted share capital on registration.

Chapter

Cover Mayson, French & Ryan on Company Law

4. Articles of association  

This chapter deals with articles of association, the principal element of a company’s constitution, under the Companies Act 2006. It describes the content of the articles, model articles of association which can be adopted by limited companies (either in whole or in part) on registration, and the function of articles as a contract between the company and its members and between the members themselves. It also considers provisions of articles that may be incorporated in other contracts and the right of members of a company to amend its articles. The chapter discusses a number of particularly significant court cases, including Allen v Gold Reefs of West Africa Ltd [1900] 1 Ch 656 and Quin and Axtens Ltd v Salmon [1909] AC 442.

Chapter

Cover Company Law

1. Introduction  

This introductory chapter provides an overview of the aims of company law and governance. Company law should hold companies and directors to account, be flexible enough to respond to novel and evolving practices, provide certainty, promote transparency, help to avoid misalignment of interests, promote corporate efficiency, and help avoid corporate disaster. The chapter then looks at other key important business structures. Other than companies, the principal business structures are the sole proprietorship, the partnership, and the limited liability partnership. A sole proprietorship is a sole individual carrying on some form of business activity on their own account. Meanwhile, two or more persons who wish to engage in business together can form an ordinary partnership. Finally, limited liability partnerships were created to provide suitable business structures for large, professional firms. In many respects, limited liability partnerships resemble companies.

Chapter

Cover Mayson, French, and Ryan on Company Law

4. Articles of association  

This chapter deals with articles of association, the principal element of a company’s constitution, under the Companies Act 2006. It describes the content of the articles, model articles of association which can be adopted by limited companies (either in whole or in part) on registration, and the function of articles as a contract between the company and its members and between the members themselves. It also considers provisions of articles that may be incorporated in other contracts and the right of members of a company to amend its articles. The chapter discusses a number of particularly significant court cases, including Allen v Gold Reefs of West Africa Ltd [1900] 1 Ch 656 and Quin and Axtens Ltd v Salmon [1909] AC 442.

Chapter

Cover Company Law

2. Corporate personality and limited liability  

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter deals with corporate personality and limited liability, two concepts that form the core of company law. It begins with a short historical background on how the process of corporatisation through charters evolved over time, including the emergence of the use of trust as an instrument to confer many of the privileges of incorporation. It then considers the case Salomon v Salomon & Co (1897) which decided on the legitimacy of small businesses with a corporate form, and offers some other good examples of the consequence of separate personality. The chapter also discusses the rights of members and shareholders with respect to ownership of the corporation, focusing on dispersed shareholdings and close companies.

Chapter

Cover Company Law

17. The maintenance of capital  

This chapter addresses what is known as the capital maintenance doctrine—a series of rules designed to protect the company’s creditors by ensuring that capital is maintained and not returned to the company’s members. Any limited company can reduce its share capital by passing a special resolution followed by court confirmation. A private company can reduce its share capital by passing a special resolution supported by a solvency statement. On the other hand, public companies are generally prohibited from providing financial assistance to others to acquire their shares. Meanwhile, a company can generally only pay a dividend out of distributable profits. The typical three-stage process for paying dividends is that the directors recommend an amount to be distributed by way of dividend; the company declares the dividend by passing an ordinary resolution; and the dividend is paid out.

Chapter

Cover Company Law

3. Lifting the veil  

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter discusses ‘lifting the veil’, a phrase that refers to situations where the judiciary or the legislature have decided that the separation of corporate personality from the members must not be maintained. In this case, the veil of incorporation is said to be lifted. ‘Lifting’ is also known as ‘peeping’, ‘penetrating’, ‘piercing’, or ‘parting’. The chapter presents statutory examples of veil lifting, many of which involve corporate group structures and others involve straightforward shareholder limitation of liability issues. It also considers cases of veil lifting by the courts as well as classical veil lifting during the periods of 1897 to 1966, 1966 to 1989, and 1989 to the present. Four cases are highlighted: Adams v Cape Industries (1990), Chandler v Cape Plc (2012), Prest v Petrodel Industries Ltd (2013), and Hurstwood Properties (A) Ltd and others v Rossendale Borough Council and another (2021) as well as important recent case development. The chapter also examines claims of tortious liability, the liability of a parent company for personal injury, and commercial tort. Finally, it looks at the costs and benefits of limited liability.

Chapter

Cover Partnership and LLP Law

1. Partnerships and Partnership Law  

This chapter describes the essential characteristics and consequences of a partnership and the derivation and development of partnership law in England and Wales under the Partnership Act 1890. It also covers the introduction of limited partnerships and contrasts both with LLPs; topics which are dealt with from chapter 9 onwards. It highlights the lack of legal personality, contrasting that with partnership law in Scotland, and the consequent problems of contemplated partnerships and continuity. Then it sets out the three essentials for a partnership to exist: a business, carried on in common, with a view of profit, contrasting partnerships with joint ventures. The chapter also considers the complications if there are corporate partners. Finally, it sets out the basic issues relating to jurisdiction for foreign partnerships.

Chapter

Cover Card & James' Business Law

19. Incorporation and bodies corporate  

This chapter examines the law governing incorporation and bodies corporate. It explains that corporate bodies are called such because they are created via the process of incorporation and have corporate personality (and are therefore legal persons), and these types of business entities come in two principal forms, namely companies and limited liability partnerships. It discusses the formation and registration process for these types of businesses and the different types of registered companies. This chapter also describes the advantages of incorporation which include corporate personality, limited liability, and perpetual succession and its disadvantages which include civil liability, criminal liability, and potentially complex regulation.

Chapter

Cover Concentrate Questions and Answers Company Law

2. Companies and Corporate Personality  

The Concentrate Questions and Answers series offers the best preparation for tackling exam questions and coursework. Each book includes typical questions, suggested answers with commentary, illustrative diagrams, guidance on how to develop your answer, suggestions for further reading, and advice on exams and coursework. This chapter considers the main legal forms used for businesses in the UK—particularly sole traders, general partnerships, limited liability partnerships (LLPs), and companies (public and private). It then examines how registered companies limited by shares come into existence. On registration a company becomes a legal person, separate from its shareholders and directors. This chapter explores this ‘corporate personality’ and the popular topic of when the ‘veil of incorporation’ can be lifted or pierced by statute or the courts.

Book

Cover Sealy & Worthington's Text, Cases, and Materials in Company Law
Sealy & Worthington’s Cases and Materials in Company Law clearly explains the fundamental structure of company law and provides a concise introduction to each different aspect of the subject. The materials are carefully selected and well supported by commentary so that the logic of the doctrinal or policy argument is unambiguously laid out. Notes and questions appear periodically throughout the text to provoke persistent analysis and debate, and to enable students to test their understanding of the issues as the topics unfold. This text covers a wide range of sources, and provides intelligent and thought-provoking commentary in a succinct format. It is invaluable to all those who need vital materials and expert observations on company law in one volume. This twelfth edition brings: improved chapter order and location of materials; the incorporation of changes necessitated by Brexit; complete updating of statutory, regulatory and case law materials, including by the Corporate Governance and Insolvency Act 2020 and the many changes and additions to corporate governance codes requiring ‘apply and explain’ and ‘comply or explain’ adherence; major rewriting of Chapter 3 (Corporate Activity and Legal Liability) in the light of significant Supreme Court cases; expansion of Chapter 6 (Corporate Governance) and Chapter 9 (Company Auditors), along with additional coverage of shareholder remedies (Chapter 8), including coverage of Sevilleja v Marex Financial Ltd (2020, SC) and new cases on statutory derivative actions; and additional coverage of insolvency issues.