Formation of a Business

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  • Created by: Edward
  • Created on: 15-03-17 22:34
Partnership Act 1890, s 1(1)
A partnership = a relation that subsists between 2 or more persons carrying on business in common with view to profit – also referred to as a firm
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PA 1890, s 1(2)
Any relation of company or association of members which is regd under CA 2006 or formed/incorpd in pursuance of another Act = not partnership
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PA 1890, s 36(2)
Certain changes in partnerships constitution must be notified in Gazette
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PA 1890, s 46
All equitable and common law principles = preserved, except so far as they are inconsistent with its express provns and there is no contrary intention amongst parties
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PA 1890, s 9
Each partner is jointly and severably liable for partnerships’ debts and obligns and such liability is potentially unlimited
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Limited Partnerships Act 1907, s 4(2)
LP consists of at least one gene partner (who shall be liable for all debts and onligns of LP) and at least one limited partner (who shall at time of entereing LP, contribute sum or sums capital or prop and is not liable for LP’s debts and obligns be
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LPA 1907, s 5
LP formed by regn at Companies House
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LPA 1907, s 7
PA 1890, common law and equity rules = applicable to partners, except so far as are inconsistent with express provns of PA 1890
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LPA 1907, s 7
In practice, partners in LP will usually enter into written agreement that disapplies LPA and PA provns that are not relevant to it – LP agreement governs LP in conjun’n with statute/common law/equity
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LPA 1907, s 6(1)
A limited partner must not take part in management of LP
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LPA 1907, s 6(1)
A limited partner does not have power to bind the LP
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LPA 1907, s 4(3)
A limited partner must not draw out, either directly or indirectly, any part of his contribn to the capital of LP during its duration – if does, he shall be liable for debts and obligns of LP up to amount so drawn or retrieved back
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LPA 1907, s 6(1)
If alimited partner takes part in management of LP, he shall be liable for all debts and oblign of the LP incurred while he does take part as though general partner
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Limited Liability Partnership Act 2000, s 2
LLPs = incorpd by 2 or more persons, associated for carrying on a lawful business with view to profit
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LLPA 2000, s 1(2)
LLP = body corporate that is sep legal identity from members
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LLPA 2000, s 1(5)
Except as otherwise provided by LLPA or other Act, law re partnerships does not apply to LLPs
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LLPA 2000, s 1(4)
Limited liability of members for debts and obligns of LLP
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LLPA 2000, s 14
If LLP= wound up, a member’s liability to contribute is limited to amount that members agreed with other members or with LLP that will contribute
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Salomon v A Salomon (1895)
A company is a sep legal entity distinct from ots members
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CA 2006, s 112
A company is owned by its members (shareholders) and is managed by its directors
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CA 2006, ** 3(1) and (2)
Members’ liability of a company limited by shares = limited to amount unpaid, if any, on shares held by them
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Insolvency Act 1986, s 74
i.e. shareholder must pay for their shares, but they are not otherwise obliged to contribute to company’s assets in any way
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CA 2006, s 154(c)
Private company ltd by shares need only have one director- although the sole director must be a natural person
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CA 2006, s 270
Private company ltd by shares does not need to have a company secretary (unless reqd by articles of assn)
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CA 2006, s 336
Private company ltd by shares not reqd to hold AGM (unless reqd by arts of assn)
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CA 2006, s 755
Private company ltd by shares cannot (except in very narrow circums) offer its shares or debentures to public, or allot/agree to allot any shares/debentures with view to their being offered to public
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CA 2006, s 761(1)
Public comp ltd by shares must obtain a trading certificate before it can carry on business or exercise any borrowing powers
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CA 2006, ** 761(2)
Public comp ltd by shares must have minimal share capital of £50,000
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CA 2006, ** 154(2) and 155
Public comp ltd by shares must have at least 2 directors (at least one natural person)
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CA 2006, ** 271 and 273
Public comp ltd by shares must have a company secretary (who must have requisite knowledge and experience to be so and have qualifications)
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CA 2006, s 336
Public comp ltd by shares must hold AGMs
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CA 2006, ** 3(1), 3(3) and IA 1986, s 74
Company ltd by guarantee is limited by its constn to such amount as the members undertake to contribute to the assets of the company in event of it being wound up (usuall nominal sum)
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CA 2006, s 4(2)
Company ltd by guarantee cannot be a public company
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CA 2006, s 336
Company ltd by guarantee is not reqd to hold AGM unless arts of assn require it to have one
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CA 2006, ** 154(1) and 115
Company ltd by guarantee need only have one director (although sole director must be natural person)
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CA 2006, s 270
Company ltd by guarantee does not need to have a company secretary, unless its arts of assn require (and company sec = not reqd to have qualifications)
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CA 2006, s 3(4)
An unlimited company is one where there is no limit on the liability of its members
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CA 2006, s 4(2)
An unlimited company may or may not have a share capital
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CA 2006, ** 690-723
Unlimited companies= not subj to usual maintenance of capital rules, e.g. has power to purchase own shares and not subj to statutory restrictions that apply to limited company wishing to purchase own shares
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CA 2006, s 336
UC is not required to hold an AGM unless arts of assn require
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CA 2006, s 270
UC does not need to have comp sec (no qualificns reqd)
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CA 2006, ** 154(1) and 155
UC need only have one director (although must be natural person)
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CA 2006, s 556
If certain conditions met, it does not have to file returns of allotments of shares (unless directors allot new class shares)
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Other cards in this set

Card 2

Front

Any relation of company or association of members which is regd under CA 2006 or formed/incorpd in pursuance of another Act = not partnership

Back

PA 1890, s 1(2)

Card 3

Front

Certain changes in partnerships constitution must be notified in Gazette

Back

Preview of the back of card 3

Card 4

Front

All equitable and common law principles = preserved, except so far as they are inconsistent with its express provns and there is no contrary intention amongst parties

Back

Preview of the back of card 4

Card 5

Front

Each partner is jointly and severably liable for partnerships’ debts and obligns and such liability is potentially unlimited

Back

Preview of the back of card 5
View more cards

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