100% satisfaction guarantee Immediately available after payment Both online and in PDF No strings attached
logo-home
Company Law revision notes--Corporate Personality/Limited Liability/ Corporate Veil/ Corporate Constitution: Insider and Outsider rights/ Corporate Go £5.49
Add to cart

Other

Company Law revision notes--Corporate Personality/Limited Liability/ Corporate Veil/ Corporate Constitution: Insider and Outsider rights/ Corporate Go

6 reviews
 2971 views  18 purchases

Preview 2 out of 32  pages

  • June 2, 2015
  • 32
  • 2014/2015
  • Other
  • Unknown
All documents for this subject (2)

6  reviews

review-writer-avatar

By: ellien • 4 year ago

review-writer-avatar

By: liviumihalcescu • 4 year ago

review-writer-avatar

By: shamsa-khan • 6 year ago

review-writer-avatar

By: huijunzhou • 7 year ago

review-writer-avatar

By: chanking • 7 year ago

well organized

review-writer-avatar

By: kingjupiter73 • 8 year ago

avatar-seller
dobrien312
COMPANY LAW REVISION


1. Corporate Personality, Limited Liability
a) Forms of business organisation
- In determining how a business activity should be carried out it, be it
through a company, or through a sole trader or partnership depends
solely on the circumstances of situation. The many factors which
determine which vehicle is chosen can include:
- Facilitating investment
- Minimising risk
- Structured most effectively for tax
- Most flexible to change, employees, consumers,
suppliers
- Likely success of product/service etc, market
reaction

i) Sole Traders
- ADVANTAGE62% of all private business. Where individual goes into
business in unincorporated form, requiring no legal fees or set up etc
because simplicity does not need an organisational structure. Offers
individual entire control of company.
- DISADVANTAGENot good for raising capital, cannot minimise tax
liability, can only really operate on small scale, no perpetuity for the
business (Freedman study-28% unincorporated associations believe
non-perpetuity is bad thing) AND UNLIMITED LIABILITY for the trader as
no difference between sole trading business and individual themselves.

ii) Partnerships
- 10% of all private business. Partnership Act 1890 Section 1- sets it out
as a relationship which subsists between persons carrying on a
business in common with a view to a profit. NOT a separate legal entity
to individuals.
- ADVANTAGESnot subject to public disclosure,. No limit on amount of
members in partnerships, and partnership rules and articles can be
changed. (section 24 PA 1890 on profit sharing and management
frequently changed)
- DISADVANTAGESpartnership cannot own legal property or enter
contracts etc, it is done by individual partners who hold it on trust for
the others…Partners are all joint and severally liable for the actions of
other partners…alteration of ownership/partnership is significant
matter which must be addressed by all partners (subject to rules).
UNLIMITED LIABILITY but can offer limited liability indirectly through

, “entity shielding” whereby creditors cannot get assets partners holding
on trust

- Limited Partnerships—Partnership Act 1907 – must have one general
partner who has unlimited liability, the rest have limited liability
according to their contribution and NOT LIABLE for debts and
obligations of firm beyond that amount.
- Unlike normal partnerships, limited partners must be sleeper partners
and cannot participate in management of firm.



- Limited Liability Partnerships – Limited Liability Partnerships Act 2000-
Section 1(2) – “A LLP is a body corporate which is formed by being
corporated under this Act” Unlike above IT IS separate legal
personality, and so governed by regulations associated with Company
Act 2006
- FACTORS- has organisational flexibility of company whilst retaining tax
status of partnership (HMRC view it as transparent; pierce company
and treat profits as if earned by members themselves)…members have
limited liability and no personal liability for actions of LLP or other
members unless personally negligent etc



iii) The Company
- Salomon v Salomon (1897) , S7 CA 2006, EC Directive 89/667-
companies can be formed by a single member. Registered companies
make up 28% of private businesses.
- Governed predominantly by Companies Act 2006- Steering Group
which reviewed it said need a statutory framework which “Provides
necessary safeguards to allow people to deal with and invest in
companies with confidence”
- Many types of company:
- Limited by Guarantee
- Unlimited Company
- Limited by Shares (Ltd/PLC quoted and
unquoted)
- Companies Limited by guarantee whereby articles of association the
members guarantee that in event of liquidation they will pay a
subscribed amount (usually equal to their contribution). Used widely by
not-for-profits as very easy to join and leave and do NOT need to file
with companies house
- DISADVANTAGES- cannot raise finance so not suitable if wish to raise a
profit
- NOTE—Charities Act 2006+2011- new corporate form of CIO now
seems more advantageous for not-for-profits as only governed by
Charities Act not CA 2006

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 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 dobrien312. Stuvia facilitates payment to the seller.

Will I be stuck with a subscription?

No, you only buy these notes for £5.49. You're not tied to anything after your purchase.

Can Stuvia be trusted?

4.6 stars on Google & Trustpilot (+1000 reviews)

53068 documents were sold in the last 30 days

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

Start selling
£5.49  18x  sold
  • (6)
Add to cart
Added