Business Law Revision
List three types of business structures in the UK.
Sole traders / sole proprietors (US) (fancy af)
Partnership (Limited Liability Partnership, General partnership)
Companies / corpora=ons
List incorporated businesses:
Limited Liability Partnership - (name of partnership) LLP
Limited Liability Company - (name of company) Ltd
Public Limited Company - (name of company) plc
Business Law Revision
List unincorporated businesses.
Sole Traders
General/tradi=onal Partnership
Define:
incorporated business
Set up and registered
business; it has legal
personality/is a legal en=ty
listed / unlisted company
Public vs private company.
Listed means that you can
buy shares, so it means that
company is on the stock
market.
share capital
Value of all shares the
company has
Subscribers
First shareholders signing a
memorandum ♥
designated members
Members formally
appointed in the
Agreement to act as
directors in the
Partnership
Dividend
A profit shareholders
get from the company
Premium
The difference between
market value and
nominal value of a
share
Drawings - money that
partners in a
partnership take out
each month as a kind of
advance payment. So,
they do not have to wait
the whole year to get
their share of the profit
Premium = market value – nominal/par/face value
nominal/par/face value + premium = market value
Synonyms:
single-member company
A company which has only
one shareholder
profit and loss account
Financial accounts that
shows the income and
expenses of the business
balance sheet-statements
of company’s assets and
liabili=es, company’s
financial posi=on on a
par=cular date.
joint and several liability
The collec=ve liability of
partners, and the
individual liability of each
partner in a partnership
authorized share capital
The maximum of share
capital that was used
before October 2009
issued share capital
The number of shares that
the company actually
issues
off-the-shelf company
A company that has been
already incorporated by
the company forma=on
agent who is going to sell
the company
annual return- raport
roczny; a document which
companies send to
Companies House. It
includes e.g. financial
statements
Business Law Revision
sole proprietor-sole partnership deed trader
partnership
agreement
sleeping partnermember (2x) dormant/silent
shareholder, partner
partner
Objects - purposes
allo_ed shares issued shares
nominal value- par,
face
go bankrupt-go belly
up, go under, go to
the wall
legal personalityLegal en=ty
operate a companyrun/manage a
business
takeover - acquisi=on
Revenueincome
Excise- import tax
wind up - dissolve
Indemnity – promise
to compensate
Can we say dormant and silent partner? To make it more legalese.
MERGER
A+B=C
Takeover/acquisi=on
A + B = A or B
PreposiFons
in accordance with
inform in advance
invest in
liable for debts
loss of £15000
profit of £25000
memorandum of associa=on
pay tax on/upon your income
persuant to
purport to
put money into
register with Companies House
resign from partnership
take sb. into partnership
tax on/upon your income
Trade under a name
trade in shares
work for a company
buy through a stockbroker
rise by 21 pence
Insist on
confident about
Opt for
own shares in a company
reluctant to
set up a business
have control over your business
according to
in accordance with
On the date of the agreement
At the Stock Exchange
start-up capital
take out a loan
return on investment
run up a debt
run into trouble
serve the claim upon the defendant
set up in business
Business Law Revision
Add the first element to form collocaFons
Sole trader
Sole proprietor
self-assessment form
Expel a partner
No=ce period
Advance payment
Salaried partner <s>
Dormant partner <d>
Equity partner <e>
Personal assets
Incorporated
business
Legal en=ty
Legal personality
Share capital
issue a share
Nominal value <n>
Face value <f>
Par value <p>
Distribute
/declare dividend
Cer=ficate of incorpora=on
Authorised share capital <a>
Issued share capital <i>
Market value <m>
listed/unlisted company
Registered office/seat
Annual return
Balance sheet
Profit and loss account
Take out a loan
Suffer a loss
To declare/distribute a dividend
Resolve a dispute
Go bankrupt
Incur a debt <i>
Run up a debt <r>
Business Law Revision
Test yourself - WebApplica=on (pustulka.edu.pl)
h_ps://pustulka.edu.pl/PublicExercise/PublicExerciseGo/899
Art. 8. [Partnership]
§ 1. A partnership may legally acquire rights in its own name, including the ownership of property and other property rights, incur obligations, sue, and be sued.
§ 2. A partnership trades / shall trade under its own name.
Art.8 [Partnership]
§ 1. Partnership has the legal capacity to acquire rights in its own name, including property ownership and other property rights, create obligations (incurred
obligations), sue, and be sued.
§ 2. A partnership trades under its own name.
Business Law Revision
2. Partnership trades under its own name.
§ 1. A partnership may in its own name acquire rights, including real estate ownership and other rights in rem, incur liabilities, sue and be sued.
Art. 8
§ 1. Partnership may acquire rights in its own name, including but not limited to the right of ownership of real estate and other rights in rem, incur obligations,
sue and be sued.
§ 2. Partnership trades under
name
§ 1.A partnership may acquire rights and obligations on its own behalf, including real estate and other property rights, incur obligations, sue and be sued
§ 2.A partnership trades under its own name
The partnership shall operate an enterprise under its own name.
SMEs
Table here:
Sole trader / proprietor
public limited company or
private limited company
LLP
partnership
Raising money
Bank loans, business profits
Bank loans, profits of
business, shares selling
Bank loans, business profits
Bank loans, business profits
suitable for
Small business
Any size
Legal firms, Any size
Any size
minimum number of people
one
One – single member ltd
two
two
Business Law Revision
minimum capital requirement
no
£50,000 (for plc)
£1 for Ltd
no
no
set up costs and formalities
No registration fee no
formalities to set up and no
constitutional documents
required
Registration fees rather
registration formalities are
situational documents required
and must be open to public
Registration fees rather
registration formalities are
situational documents required
and must be open to public
no registration fee
no registration formalities
constitutional documents not
required but if one is used
there is no obligation to make
it open to public
liability
Unlimited
Limited
Limited
Unlimited, Joint and Several
We cannot make £ by using left alt + 156 / 0163 and I don’t know why. In TEAMS 00A3 and alt + x doesn’t work either (it works in WORD).
Homework