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Chapter

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

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

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

This chapter considers the process by which a limited company is formed and the steps required both for and following its formation. It also looks at the related changes which can be made to a company’s main features. The process of registering a company is governed by the Companies Act 2006.

Chapter

This chapter considers the process by which a limited company is formed and the steps required both for and following its formation. It also looks at the related changes which can be made to a company’s main features. The process of registering a company is governed by the Companies Act 2006.

Chapter

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

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

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

This chapter makes a comparison between companies, on the one hand, and partnerships or sole traders, on the other, in order to explain the various factors which should be taken into account when choosing between the two business media. It considers factors such as risk of capital, expense, publicity, taxation, interest relief, capital gains, inheritance tax, pensions, and social security. Due to the range of variables, the desirability of limited liability means that incorporation may be the only viable option, although this can also be achieved by setting up a limited liability partnership. Where limited liability is not of great importance, the tax factors will be more significant, and these would have to be examined from a number of perspectives, including the size of anticipated profits, the particular financial circumstances of the promoters of the business, and any particular expectations they had about their stake in the business.

Chapter

This chapter makes a comparison between companies, on the one hand, and partnerships or sole traders, on the other, in order to explain the various factors which should be taken into account when choosing between the two business media. It considers factors such as risk of capital, expense, publicity, taxation, interest relief, capital gains, inheritance tax, pensions, and social security. Due to the range of variables, the desirability of limited liability means that incorporation may be the only viable option, although this can also be achieved by setting up a limited liability partnership. Where limited liability is not of great importance, the tax factors will be more significant, and these would have to be examined from a number of perspectives, including the size of anticipated profits, the particular financial circumstances of the promoters of the business, and any particular expectations they had about their stake in the business.

Chapter

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

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

Lee Roach

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. Meanwhile, two or more persons who wish to engage in business together can form an ordinary partnership. Lastly, limited liability partnerships were created to provide suitable business structures for large, professional firms. In many respects, limited liability partnerships resemble companies.

Chapter

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

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

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

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

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

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

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. Three cases are highlighted: Adams v Cape Industries (1990), Chandler v Cape Plc (2012), and Prest v Petrodel Industries Ltd (2013) 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.