DISTINCTION level notes- I have consolidated each relevant SGS into concise tables which helped me navigate my way through the content in the exam. These notes will help you understand the content given in SGS' and should act as a helpful revision tool. I have included as much detail as I thought w...
Please note that the SGS’ that are missing were either drafting or consolidation seminars which did not require further
consolidation.
, SGS 1- Introduction to BLP
Learning outcomes 1. appreciate the process by which law firms engage new clients;
2. analyse the legal and commercial framework in which businesses operate;
3. appreciate the different legal forms that businesses may adopt and explain
the main advantages and disadvantages; and
4. identify some key constitutional differences between public and private
companies through the analysis and interpretation of statutory provisions.
Administrative matters to - What does the client want from us – are we capable, is this within remits of
be dealt with before our work? Do we have time?
taking on a client - Who would take charge of the matter- will there be trainee?
Conflict of interest check
- to identify whether the client or the work proposed conflicts with any
work/clients of the firm
Complaints
- What is the complaint’s procedure within firm/ Ombudsmen
Client care letter
- Sets out the terms on which you will act for client
Anti-money laundering check
- photo ID and proof of address
- to verify clients identity to comply with Money Laundering Regs2007
Costs
- To provide information to the client about hourly rates and fee estimates
Money on account
- If you have concerns about the client’s credit worthiness, you may request
money on account of your costs
Open file
- So you have a file number under which to record your time
Meeting
- Consider to arrange another meeting with client
- Ask client whether they have a time scale
- Time limits
- Confidentiality and disclosure
Purpose of a business - To see if the client is worth investing in and see if they will be able to pay
plan (normally requested back the loan
by bank) - To evaluate whether the business will be successful
- WILL NOT be examined on this
Please note that the SGS’ that are missing were either drafting or consolidation seminars which did not require further
consolidation.
, Private company Public company
Name must end with Must end with limited or Must end with public limited company or
ltd. (s.59(1)) p.l.c. (s.58(1))
Minimum no of 1 (ss.7(1) and 8(1)) 1 (ss.7(1) and 8(1))
shareholders
Minimum no of 1 (s.154(1)) 2 (s.154(2))
directors
Company secretary No (s.270(1)) Yes (s.271)
required
Certificates required Certificate of Certificate of Incorporation (s.15(4))
before Incorporation Cannot commence business until a trading
commencement of (s.15(4)) certificate is issued by Registrar showing
trading that the company’s allotted share capital is
Can commence
business as soon as it is not less than the minimum
incorporated (s.761(1)(2))
Minimum share capital Must have at least one Minimum of £50,000 (or prescribed euro
to be issued share (s.8(1)(b)) amount) (s.763(1)(a)(b))
CA 2006 allows offer Prohibited (s.755(1)) Permitted under CA 2006 (but note that
of shares to the public FSMA imposes considerable other
restrictions – see Chapter 5)
Method of payment No restriction on method Payments in cash only or where
and minimum amount of payment (s.582(1)(2)) consideration has been independently
payable for share Shares can be issued valued (s.593(1))
capital without immediate 25% of nominal value must be paid on
payment allotment plus the whole of any premium
(s.586(1))
All references are to Companies Act 2006 (‘CA 2006’).
(Revision notes: You will encounter other important differences between private and public
companies later in the module. For example, in Chapter 3, you will consider written resolutions which
only private companies can pass. In Chapter 7, you will see that the restrictions on loans to directors
apply more strictly to public companies. In later SGSs, you will see that private companies are not
prohibited by CA 2006 from providing ‘financial assistance’ for the purchase of their own shares,
whereas public companies are prohibited. You will also see that private companies can purchase
their own shares out of capital, whereas public companies cannot.)
Please note that the SGS’ that are missing were either drafting or consolidation seminars which did not require further
consolidation.
, Key Feature Sole Trader Partnership Limited Liability Partnership Limited Company
Governing None. Partnership Act Limited Liability Partnerships Act 2000 (‘LLPA’) Companies Act 2006 (CA 2006).
Statute. 1890. The LLPA was followed by a series of Limited
Liability Partnership Regulations including:
Limited Liability Partnerships Regulations 2001(as
amended) (‘2001 Regs’): contain default provisions
on capital and profit share between members.
Limited Liability Partnerships (Accounts & Audit)
(Application of Companies Act 2006) Regulations
2008 (‘2008 Regs’): contain provisions imposing
accounting requirements.
Limited Liability Partnerships (Application of
Companies Act 2006) Regulations 2009 (‘2009
Regs’): apply provisions of the CA06 (as modified)
to LLPs, e.g. requirement to have a register of
charges and file an annual confirmation statement.
Liability of Unlimited Partners have Liability is limited: individual members are not Liability is limited: members are only liable to pay
investors. personal liability. unlimited personal personally liable over and above their capital share any amount unpaid on their shares – s.3(2) CA
liability on either a in the LLP (but see point 4 below). 2006.
joint or a joint and
several basis
determined by the
nature of the liability.
Please note that the SGS’ that are missing were either drafting or consolidation seminars which did not require further consolidation.
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