100% satisfaction guarantee Immediately available after payment Both online and in PDF No strings attached
logo-home
Summary Company Law (Distinction) $7.34   Add to cart

Summary

Summary Company Law (Distinction)

6 reviews
 184 views  2 purchases
  • Course
  • Institution

Distinction level notes for the LPC at University of Law. Laid out in clear table format and covering all course content in workshop order for the 2018/19 course, these are the most up to date and comprehensive LPC notes currently available, and include step-by-step model answers and specimen paper...

[Show more]

Preview 5 out of 63  pages

  • February 7, 2018
  • 63
  • 2017/2018
  • Summary

6  reviews

review-writer-avatar

By: rashedbarghouthi • 4 year ago

review-writer-avatar

By: sofia31 • 5 year ago

review-writer-avatar

By: chiomamary1 • 4 year ago

review-writer-avatar

By: charis_k • 5 year ago

review-writer-avatar

By: saimaamalik • 6 year ago

review-writer-avatar

By: maimuna_b • 6 year ago

avatar-seller
THE UNIVERSITY OF LAW




COMPANY NOTEBOOK
LUKE ROBINSON

, REQUIREMENTS & FEATURES OF A COMPANY
 Company’s acts are its own, even if the Director and member are the same person (Salomon
v Salomon)
SEPARATE LEGAL  Can be subject to criminal proceedings
PERSONALITY  Has rights under the ECHR
 A claim against a subsidiary cannot be brought against the parent
 Owns own property, can take out a mortgage/floating charge
 Transparency (s1080) and maintenance of capital (s830)
 Liability of members are limited to the price of their shares, which they must pay in a
LIMITED LIABILITY winding up (s74(2)(d) IA 1986)
 Partly paid shares can only be issued on 1st incorporation (MA21)
PERSONAL  Although limited liability may protect a member, if the member voluntarily entered into a
GUARANTEE separate contract guaranteeing that they will be liable, the member is personally obliged to
do what they have agreed (and could be liable for the full debt)
 Mandatory internal rules which govern how a company is run (s18)
 They are a contract between the company and its members (s33)
ARTICLES OF  They are always available for inspection at CH
ASSOCIATION  Must be a single document with numbered paragraphs (s18(3))
 You may entrench some Articles (s22) upon notifying the Registrar of the entrenched Articles
(s23)
DIRECTORS  Every private company must have at least 1 (s154(1))
 Every public company must have at least 2 (s154(2))
 A company must have a registered office (s86)
REGISTERED  It does not have to be the company’s main place of business
OFFICE  It is where important correspondence goes and statutory books are kept and where notice is
served
 A company may also choose to have a SAIL (single alternative inspection location)

 Documents at the Registered Office (s1136)

 s162(1): available for member inspection without charge
 s162(6): non-compliance means all officers in default have committed
REGISTER OF an offence
DIRECTORS  s163(1): sets out information to be kept on the registers
 s167: duty to notify Registrar of any change within 14 days
DOCUMENTS AT
REGISTER OF  s165(1): every company must have this
DIRECTORS’  s165(4): non-compliance is an offence
THE REGISTERED RESIDENTIAL  s167(1)(b): duty to notify Registrar of change within 14 days with
OFFICE ADDRESSES CH01 or TM01 (resign)
REGISTER OF  s275: available for member inspection without charge
SECRETARIES
 s113(1): must keep this for inspection
 s114(1): only become a member when your name is entered on it
REGISTER OF  s113(7): non-compliance is an offence
MEMBERS
 Before name entered, seller is the legal owner holding shares on
trust for new owner
 Old owner must account to new owner for any dividends and votes
 s355(1)(b)/MA15: minutes of GM’s kept for 10 years at RO
MINUTES  s358(1): in hard copy or electronically (s1135(1))
 s358(3): inspected by the members free of charge


 Company is comprised of documents required by s17, s19 and s32, including:
 Certificate of incorporation
COMPANY  Current statement of capital
CONSTITUTION  Copies of resolutions affecting the articles
 Agreements involving shareholder affecting the articles
 Articles of Association



1

,CONDUCT
MODEL ANSWER

 You should not give [NAME] any advice unless you have the necessary skill and expertise to be
competent to act in the best interests and provide the good standard of service required by
Solicitors’ Conduct Principles 4 and 5 and only where competent as required by Outcome 1.4
 As a trainee, you are highly unlikely to have the necessary competence and skill to give [NAME]
advice on [SITUATION]
 You should therefore refer the request to a solicitor in the department
 Assuming that person has the necessary competence and skill, they could only advise [NAME] if
doing so would not breach s19 Financial Services Markets Act 2000
 s19 prohibits the firm from carrying out ‘regulated activity’, unless authorised to do so by the FSA
(facts state that firm is not)
 Carrying out a regulated activity without authorisation, and breaching s19, is a criminal offence
(s23 FSMA 2000) (and the contracts entered into could be rendered unenforceable)

Regulated Activity

 To constitute a Regulated Activity, the advice-giving would have to:

1. Be carried on by way of business (clearly, as firm is a private/public practice, providing a
professional service to a client)
2. Involve a specified investment (on these facts, yes, as company shares are specified
investment/arranging life insurance (see conduct notes))
3. Constitute a specified investment activity (giving advice on the merits of selling a particular
specified investment (shares in [COMPANY]/life insurance) is such an activity)
4. Not be excluded from counting as regulated activity (excluded if it occurs in connection
with the client’s pre-existing instructions to act on the sale of at least 50% of voting shares in
[COMPANY] (the ‘takeover’ exclusion))
 See conduct notes for other exclusions

 Thus, this is/is not a regulated activity
 On the facts, a solicitor with the necessary skill and expertise to be competent could/could not
advise [NAME] without breaching s19 FSMA 2000




2

, PROCEDURE PLANS
ADDRESS / SECRETARY / ACCOUNTING REFERENCE / AUDITORS
Directors can change the registered address under their general powers (MA3/TA70) by giving notice to the
registrar (s87(1)) using AD01. The change takes effect on notice, but the old address remains valid for
service for 14 days (s87(2))

BM1
 Resolve to approve change of address from X to Y; MA3/TA70 general management powers
CHANGE OF  Simply majority required; MA7/TA88
REGISTERED
OFFICE
FILING
 Internal; minutes of BM1 kept for 10 years from date of meeting, kept at Registered Office; s248;
MA15/TA100(b)
 External; send notice to registrar/Companies House, Form AD01; s87(1). Change takes effect
upon notice being registered by registrar, but until the end of the period of 14 days beginning
with the date on which it is registered, a person may validly serve any document on the company
at the address previously registered; s87(2)


FAILURE
1. Can be fined for not keeping BM minutes; s248(4)
2. Can be fined for not maintaining proper records; s1134
BM1
 Resolve to appoint Secretary; TA99, MA3/TA70 general management powers
 Requires a simple majority; MA7/TA88


FILING
APPOINTING A  Internal
SECRETARY 1) Minutes of BM1 must be kept for 10 years from the date of the meeting, kept at the Registered
Office; s248; MA15/TA100(a)
2) amend register of Secretaries; s275
 External; send Form AP03 to registrar/Companies House within 14 days; s276(1)(a)


FAILURE
1) Can be fined for not keeping BM minutes; s248(4)
2) Company/Director can be fined for not updating/making available for inspection the register of
Secretaries; s275(6)&(7)
3) Director can be fined for not notifying Companies House of changes to register; s276(3)&(4)

Directors can change the accounting reference date under their general powers (MA3/TA70) by giving
notice to the registrar (s392(1)) using AA01

BM1
 Resolve to change accounting period from X to Y; MA3/TA70 general management powers
CHANGE OF  Simply majority required; MA7/TA88
ACCOUNTING
REFERENCE FILING
DATE
 Internal; minutes of BM1 must be kept for 10 years from the date of meeting, kept at Registered
Office; s248; MA15/TA100(b)
 External; send notice to registrar/Companies House, Form AA01, stating whether
current/previous period will be shortened/extended; s392(1) & (2)


FAILURE
1. Can be fined for not keeping BM minutes; s248(4)
2. Period may not be extended so as to exceed 18 months and notice stating this will be ineffective;
s392(5)


3

,  Must be qualified and independent; s1212 – s1215
 After first appointment, shareholders can appoint by OR s485(4)

APPOINTING BM1
AN AUDITOR  Resolve to appoint Auditor; MA3/TA70 general management powers
 Simple Majority required; MA7/TA88

FILING
 Internal; minutes of BM must be kept at the Registered Office for 10 years from the date of the
meeting; s248; MA15/TA100(a)

FAILURE
 Can be fined for not keeping BM minutes; s248(4)

BM1
 Resolve to accept resignation; MA3/TA70 general management powers
 Simple majority required; MA7/TA88

FILING
REISGNATION  Internal
OF AUDITOR 1) Minutes of BM1 must be kept at the Registered Office for 10 years from the date of the meeting;
s248; MA15/TA100(b)
2) Statement by Auditors that they did not resign for anything that will affect shareholders and
creditors; s519

 External
 Letter of resignation sent to Registrar/Companies House within 14 days; s517

FAILURE
 Can be fined for not keeping BM minutes; s248(4)




4

The benefits of buying summaries with Stuvia:

Guaranteed quality through customer reviews

Guaranteed quality through customer reviews

Stuvia customers have reviewed more than 700,000 summaries. This how you know that you are buying the best documents.

Quick and easy check-out

Quick and easy check-out

You can quickly pay through credit card or Stuvia-credit for the summaries. There is no membership needed.

Focus on what matters

Focus on what matters

Your fellow students write the study notes themselves, which is why the documents are always reliable and up-to-date. This ensures you quickly get to the core!

Frequently asked questions

What do I get when I buy this document?

You get a PDF, available immediately after your purchase. The purchased document is accessible anytime, anywhere and indefinitely through your profile.

Satisfaction guarantee: how does it work?

Our satisfaction guarantee ensures that you always find a study document that suits you well. You fill out a form, and our customer service team takes care of the rest.

Who am I buying these notes from?

Stuvia is a marketplace, so you are not buying this document from us, but from seller lukerobinson. Stuvia facilitates payment to the seller.

Will I be stuck with a subscription?

No, you only buy these notes for $7.34. You're not tied to anything after your purchase.

Can Stuvia be trusted?

4.6 stars on Google & Trustpilot (+1000 reviews)

82871 documents were sold in the last 30 days

Founded in 2010, the go-to place to buy study notes for 14 years now

Start selling
$7.34  2x  sold
  • (6)
  Add to cart