Lecture notes

Business, Law and Practice Full Workshop Notes (WS1-16)

2 purchases

Module
Business Law And Practice (BLP)

Institution
University Of Law (ULaw)

Business, Law and Practice Full Workshop Notes (WS1-16) Within this 150 page word document, you will receive notes from all of the workshops from 1-16 in order of the topics taught on the module.

[Show more]

Preview 3 out of 16 pages

View example

Uploaded on September 30, 2023
Number of pages 16
Written in 2023/2024
Type Lecture notes
Professor(s) Bill tucker
Contains All classes

£20.49

Add to cart

Add to wishlist

100% satisfaction guarantee
Immediately available after payment
Both online and in PDF
No strings attached

BLP WS1
Types of business entity
Brief overview of different structures

Type What is it? Advantages Disadvantages
Incorporated Businesses can be run in incorporated or  
and unincorporated form

unincorporated
Unincorporated: treated as being the same as its
business
owners – no separate legal status ( sole trader &
partnership. Few or no administrative steps to be
formed under law

Incorporated: legal entities with an existence
separate from that of their owners ( Private &
public company; Limited liability partnership ) .
must have formal registration process
Sole trader Someone who runs a business on his own as a self-  Easy to form ( no  Unlimited liability for
employed person. formal steps) business debts: personal
Sole trader is a person ALONE who:  Freedom to run as assets may be used to repay
 Has the right to make all the decisions owner sees fit debts
affecting the business;  Sole decision-maker  Lacks status of incorporated
 Owns all the assets of the business;  All profits belong to forms
 Is responsible for paying income tax on all the owner  No day-to-day support
profits of the business; and
 Has unlimited liability for the debts of the
business. ( no legal entity)
Partnership Governed principally by the Partnership Act 1890:  Very easy to form  No separate legal status so :
see below for more detail. (only require two Unlimited liability for firm’s
 S.1 PA 1890: occurs where two or more people) debts,( Personal assets can
persons run and own a business together  No formalities be used to pay off debt) &
with a view to make a profit. required to form joint & several liability. –
 Is unincorporated  Freedom to run as allows creditor choice of
 runs on the basis of contract – written or oral owners see fit seeking full amount of debt
 partners divide profit or losses between them  Support of joint from any 1 partner or from
– unless another agreement? Also CHECK PA decision making all together.
 All profits belong to  Decision making can be
owners – the partners cumbersome
 Lack of written agreement
Summary , Partnership consists of two or more
lead to uncertainty
persons who on the basis of contract ( whether
 Lack status of incorporated
written or not) between them :
forms
a) share right to take part in decision
 Leaving partner must be
making affecting the business or business
brought out by remaining
assets
partners (may not be
b) share ownership of assets
favourable)
c) share profits of business (though
 On death/retirement of
agreement may be to contrary)
partner, if not agreed to be
d) share unlimited liability for debts of
bought out by remaining
business ( though if one doesn’t pay,
partners, partnership will
others must pay his share)
end
LP A form of unincorporated business is established  Limited liability for  Must register to set up
under the Limited Partnerships Act 1907. business debts  Information (inc finances)
 Similar to partnership in that there must be at  Freedom to run as made public
least one general partner who has unlimited business owners see Some extra formalities and costs
liability. fit to run
 However, an LP is permitted to have a limited Support of joint decision-

1

,BLP WS1
partner whose liability is limited to the making
amount he initially invested, BUT limited
liability of limited partner is conditional on
his:
 Not controlling or managing the LP
 Not having the power to take binding
decision on behalf of the LP
 Not removing his contribution to the LP
for as long as he is in business.
 if LP breaches ^ will loose protection
of limited liability = general partner with
unlimited liability
Unlike ordinary partnerships, LPs must be
registered with the Registrar of Companies : s.8
LPA 1907
Contractual Form of association that is less formal than a  Lack of formalities  lack of identify
cooperation partnership. Can be as simple as entering an  Agreement can be  lack of organisational
agreement to share costs and resources between kept confidential structure
parties  danger of fulfilling s.1 and
becoming partnership
Company Formed by registering documents with Registrar  Division of  Cant start trading
of Companies in accordance with CA 2006 responsibility – immediately such as sole
imposes degree of traders/ partnerships
 can be limited or unlimited company formality unlike
partnerships & sole
traders
 Separate legal entity. A ‘legal person’ with its
own rights & obligations
 Legal Services Act 2007 – law firms can be
companies
 Directors (manage day to day)
 Members/ shareholders (own the company)

Formation
 CA 2006, must file series of documents with
Registrar of C’s at Companies House & pay fee
 Paper application processed (5 days),
electronic (within 24 hours)
 Once completed registration – Registrar issues
a certificate of incorporation
Limited  S.3(1) CA 2006: liability of its members is  Limited liability for  Must register to set up
company limited by its constitution business debts  Extra formality and costs to
 Constitution of a company : set of rules  Greater status than run
governing the running of the company other forms  Extra legal duties and
 Potentially larger pool potential liability for
Limited company can limit liability of its members of investors directors
by :  Information (inc finances)
a) Shares made public
 Most common  Profits earned by company,
 2 forms : private company limited not owners directly
by shares OR public company
limited by shares
b) Guarantee: S.3(1)
 Limited by members guarantee
 Where C is wound up, members will
pay specified sum to creditors:
S.3(3) CA. owners liability is limited
to the sum ( usually £1)

2

, BLP WS1
 Used for organisations not seeking a
profit e.g charities, members clubs

Private limited company ‘Ltd’ or ‘Limited’
 S.4(1)CA 2006 : ‘ any company that is not a
public company’
 Raises money for its purposes ONLY from
restricted circle of investors
 S.7555 CA prohibits private company to raise
money from members of the public at large
by issuing securities such as shares

 Not subject to income tax, but corporation tax

Partnerships
Approach to an exam question
 also look at ws 1 table
1 Is there a partnership?
2 Who are the partners? Are they still partners?
3 What type of partnership is it?
 Fixed / At will?
 GP / LP / LLP?
4 What are the relevant terms?
 Express by oral/written agreement – s.19 PA 1890
 Inferred from conduct?
 Implied by PA 1890, LPA 1907, LLPA 2000

5 Apply to facts
6 Conclude
Watch out for
 The time frame – is there a gap? What could have happened in between?
 Profit – be careful, have they been deliberately vague? Is it interest? An agreed payment?
Consultancy fee?
 Do you need more information? Ask questions!
 Restating statute terms? Clarity, contractual remedy.
 What will happen to the partnership on dissolution? On death of a partner? Try and
think of questions that will be asked by the partner in this scenario…
 A partnership – either an express agreement which a sol needs to be able to ascertain the
terms of and advise on, or an implied agreement by conduct/ PA 1890 which again need
to be able to advise on.
 Acting as agent? Do they have a share of the profits?

Recognising the existence of a partnership

3

The benefits of buying summaries with Stuvia:

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

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

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 julesnewman. Stuvia facilitates payment to the seller.

Will I be stuck with a subscription?

No, you only buy these notes for £20.49. You're not tied to anything after your purchase.

Can Stuvia be trusted?

4.6 stars on Google & Trustpilot (+1000 reviews)

68175 documents were sold in the last 30 days

Founded in 2010, the go-to place to buy revision notes and other study material for 15 years now

Start selling