Corporate and other vehicles

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  • Created by: Lucy
  • Created on: 18-07-15 15:48
What formation regulations must sole traders have
None
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What formation regulations must partnerships have
need an agreement which may be formal or informal, written or oral
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What formation regulations must LLP + Companies have
must register with Registrar of Companies
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Whats the legal status for Sole Traders
No separate legal personality
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Whats the legal status for Partnerships
No separate legal personality. Partners own the firms property + are liable on the contracts of the firm
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Whats the legal status for LLP + Companies
An artificial legal person with unlimited capacity, with perpetual succession, capacity to contract, own property, sue and be sued
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Whats the transfer of ownership for Sole Traders
No special formalities
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Whats the transfer of ownership for Partnerships + LLP
Can transfer share of firm, (right to profits, assets on winding up etc) but can't transfer right to participate in management
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Whats the transfer of ownership for Companies
Freely transferable, subject to pre-emption rights in Company Articles
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How many members must be in a Sole Trader
1
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How many members must be in a Partnership
Minimum 2
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How many members must be in a LLP
Minimum 2, no maximum
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How many members must be in a company
Minimum 1, no maximum
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Who's in charge of management for Sole Traders
Sole trader is manager
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Who's in charge of management for Partnerships + LLP
All partners participate in management unless agreement specifies otehrwise
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Who's in charge of management for Company
No right to participate in management unless also a directior
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Who is the agent for Sole Trader
Sole trader is his own agent
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Who is the agent for Partnerships + LLP
Each partner is an agent + his actions bind the firm
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Who is the agent for Company
Members aren't agent of the company unless also director
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What's the liability of members for a sole trader
Unlimited Liability
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What's the liability of members for a Partnership
Unlimited
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What's the liability of members for LLP
Liability limited to capital member agrees to contribute
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What's the liability of members for a Company
Liability limited to share capital member agrees to contribute
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What are the powers for Sole trader, Partnership and LLP
Carry on any business
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What are the powers for Company
restricted to powers set out in objects clause of Memorandum
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When is the business terminated for a Sole Trader
When sole trader chooses, or is incapable of continuing
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When is the business terminated for a Partnership
Whenever any partner gives notice, or is incapable of continuing. In practice most partnerships provide for firm to continue with departing partner being paid off
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When is the business terminated for a LLP
Perpetual succession i.e member leaving does not cause firm to end. firm can be wound up in formal manner
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When is the business terminated for a company
Perpetual succession. Firm can only be wound up in formal manner
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What's the registration for Limited/Private companys
Name ends limited, Ltd or private limited company
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Whats the registration for Plc/Public companys
Name ends plc or public limited company. Memorandum of association must state that company has been registered as public company.
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What is the Capital view for Limited/Private companys
No minimum. Can't offer shares to public and can't allow members to offer shares to public but shares can be offered to subsets of the public, e.g. all doctors
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What is the capital position for Plc/Public companys
Minimum £50K of which 25%, plus any premium, must be paid up. Can offer shares to the public.
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Can limited/private companys be listed on the stock exchange
No
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Listing in relation to Plc/public companys
Can obtain listing subject to satisfying stock exchange rules. Not all plcs are listed .e.g. John Lewis plc is owned by a trust for the benefit of its employees
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How many members must limited/private + plc/public companys have
minimum 1
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How many directors must a ltd/private company have
Minimum 1
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How many directors must a plc/public company have
Minimum 2, of whom one can be company secretary if desired.
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What is the commencement of business in relation to a ltd/private company
Can trade as soon as incorporated
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What is the commencement of business for a plc/public company
needs a s.761 registrar's trading certificate, which requires: minimum capital £50K, minimum paid up 25% + details of preliminary expenses + amounts paid to promoters
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What are the consequence of not having a S.761 for plc/public company
Transactions with 3rd party is vaild, directors can be fined, if company fail to meet obligations within 21 days of formal dmeand being made, directors held personally liable, grounds for winding up if no s761 certificate. issues within 12 months
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Within how many months of year end must ltd/private companys file the accounts and publicity
within 9 months of year end
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Within how many months of year end must plc/public companys file the accounts and publicity
within 6 months of year-end
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Other cards in this set

Card 2

Front

need an agreement which may be formal or informal, written or oral

Back

What formation regulations must partnerships have

Card 3

Front

must register with Registrar of Companies

Back

Preview of the back of card 3

Card 4

Front

No separate legal personality

Back

Preview of the back of card 4

Card 5

Front

No separate legal personality. Partners own the firms property + are liable on the contracts of the firm

Back

Preview of the back of card 5
View more cards

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