Information per the University of Law
Accurate as of the January 2024 SQE sitting
Easy access links:
SQE 2 Templates - business
SQE 2 Templates - property
SQE 2 Templates - dispute
SQE 2 Templates - criminal
SQE 2 Templates - wills
SQE 2 Templates - black letter law
Sqe1 Business
Business mediums
Choosing a business medium
Element Business best suited
to
consider
Liability In sole traders and general partnerships (unincorporated), liability is unlimited, meaning the sole trader/
any one of the partners is fully liable for all of the business’ debts
● For sole traders, personal and business assets are treated as one– significant personal risk for
sole traders to consider
In a partnership, you may be able to claim money from the other partners, however, this is not a certainty
In incorporated businesses, the business bears the debts, so individuals are only liable up to the extent of
their investment
Need to consider the likely amount of business debts, and the client’s ability to bear those debts
Tax In unincorporated businesses, you are taxed as a self-employed individual, whereas in an incorporated
business, you only pay tax on dividends, with the business paying corporation tax
The rate of tax on dividends is lower than the rate of tax on NSNDI
creation It is very easy to create a sole tradership, or partnership, as there are no formalities, in comparison to an
, incorporated company, wherein the IN01 needs to be filed, alongside a fee
Likely to not be a concern for a big business with wide ambition, but may represent a hassle for a smaller
business
Running Very limited administrative burdens for unincorporated businesses- need only disclose name and address
Incorporated businesses have filing requirements such as audited and published accounts, filing special
resolutions at companies house, updating registers etc
Incorporated companies need designated member(s) who have additional administrative responsibility
Need to consider how much time the client has, how much business experience etc
Rules Incorporated businesses are governed by CA 2006/ PA 1890 => contains various rules, not all of which
can be excluded (eg s177 declarations)
The rules are less strict for non-incorporated businesses
Additionally, there are varying levels of duties owed => none in sole traders,
reputation Incorporated businesses have a better reputation than unincorporated businesses, with companies having
a bigger reputation internationally than partnerships
Need to consider the ambition of the client in extending the business
finance Unincorporated businesses do not have access to floating charges, whereas incorporated ones do
Need to consider how much finance the company will need
split LLPs tend to be useful for a firm of professionals who want to run and own the company, without the
liability of a general partnerships
In unincorporated businesses, the partners/sole trader have full ownership and management, but have
more liability
In companies, there is lesser liability, but shareholders may find themself less involved in management
Decision If they want full responsibility for decisions, sole trader is the only option
making
In a partnership (general or LLP), decisions are generally by majority vote (excluding change of business/
expulsion/ addition/ name change)
In a company, decisions are either board, or shareholder, most requiring more than 50% to pass => need
to consider the shareholding of client to determine their power in passing a decision
Asset In unincorporated businesses, the individuals who bought the assets own them, even if used for business
ownership purposes, whereas in incorporated businesses, without express provision, the business owns the assets
Ending Sole partnerships and general partnerships can be ended very abruptly => death, retirement, bankruptcy,
illegality => may be problematic in a partnership where one partner gives oral notice abruptly, and forces
sale of assets etc
By contrast, incorporated companies must be wound up, with the goings-on of an individual having less
,significance
How to set up a business
Sole trader
● Simply start running the business
General partnership
● Occurs where two or more people carry on a business in common with a view to
profit
○ A partnership agreement might give a start date, but if they satisfy the criteria
before then, the terms of the PA1980 will take effect until then.
■ Partnership Agreements generally take effect from the date of the
Agreement rather than the date on which the Partnership was created.
If Partners wish to backdate the Partnership Agreement, a clause will
need to be included to deal with this.
LLP/ private company/ public company
● Need to send in 3 or 4 documents:
○ IN01
○ Memorandum
○ Fee
○ If bespoke articles are being used, these need to be sent
● IN01:
○ Name
■ Correct ending (ltd/plc/llp)
■ Not too similar
■ BEIS compliant for connection to government/ area/ profession
■ Company with business name and trading regulations
○ Registered office
■ Publically available
■ Need board resolution + AD01 to change
○ Name of first director(s)
■ Public companies need at least 2- private only need 1
○ Residential and service addresses of directors
■ Service address public - residential only shared with certain
authorities/ agencies, but you can apply to privatise this
○ Secretary and service address
■ Private company does not need one
○ First shareholders + addresses + shareholdings
○ Statement of capital
■ Number of shares and nominal value
■ Info about what rights each share gives
■ Name and addresses of all shareholders
■ All the types of shares the company has
, ○ People with significant control
■ 25%+ of the shares of voting rights is minimum threshold (ie you need
at least 26% to be classed as a PSC, 25% is not enough)
■ Alternatively, anyone able to appoint/remove a majority of the board of
directors
○ Articles
■ Say if model, amended, or bespoke articles are being used
○ Statement of compliance that CA requirements have been met
● Memorandum
○ No effect on running of company, just says the subscribers (first shareholders)
want to form a company, and agree to become a shareholder
● Fee
● Articles
○ Rulebook of company, specifying regulations, purpose, and how to achieve
tasks
○ Need special resolution to change
● Certificate of incorporation
○ Received on incorporation of business
○ Gives name + register number, date of incorporation, says if it is limited or no
(and if so, by shares or guarantee), says if private or public
○ Signed by registrar/authenticated by official seal
● Post-incorporation steps
○ Register with HMRC for corporation tax
○ Appoint auditor and file accounts (unless a small company)
○ Decide on service contracts, shareholder agreements, company seal,
accounting reference date, chair etc
Use of the corporate veil
● Scenario may be something along the lines of: a person has a legal obligation/
liability/ restriction, and they have/ want to know if they can pass this along to a
company
● The general rule is that a company is an independent person, with its own rights and
liabilities, so the obligations/ liabilities/ restrictions of an individual cannot be enforced
onto it
● The exception to the general rule is that if a person is under an existing legal
obligation/ liability/ restriction, they cannot evade/frustrate such by interposing a
company between themself and the obligation/ liability/ restriction
● In such a situation, the court would be able to enforce the obligation/ liability/
restriction, to deprive the controller of the company of the advantage that they would
otherwise have obtained via the separate legal personality of a company
● However, just because a company is a parent/subsidiary, or there is economic unity
between companies, this does not allow you to pick which company to enforce
through => you must enforce through the company that was interposed
Converting to a public company
● Requires a special resolution + Capital requirements must be met (50k)
