BLP Legislation Table PDF

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Includes relevant page references to the BLP Textbook and the Company Legislation Handbook issued on the LPC....

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BUSINESS LAW AND PRACTICE TOPIC PARTNERSHIP (1)

SEPARATE LEGAL PERSONALITY (2)

AUTHORITY Partnership Act 1890

Salomon v A Salomon [1897] AC 22 Adams v Cape Industries Plc [1990] Ch 433 Prest v Petrodel Resources Limited and

SECTION 1

MEANING Definition of partnership

BOOK REFERENCE p.619 Legislation book.

2 9 14 17 19

Rules for determining existence of partnership Liability of partners Persons liable by “holding out” Liabilities of incoming and outgoing partners Variation by consent of terms of partnership

p.619 Legislation book. p.620 Legislation book. p.621 Legislation book. p.620 Legislation book. p.622 Legislation book.

24

Rules as to interests and duties of partners subject to special agreement

p.623 Legislation book.

25 26 28 29

Expulsion of partner Retirement from partnership at will Duty of partners to render accounts, etc Accountability of partners for private profits

p.623 Legislation book. p.623 Legislation book. p.623 Legislation book. p.624 Legislation book.

30 32 33 35 36 39

Duty of partner not to compete with firm Dissolution by expiration or notice Dissolution by bankruptcy, death or charge Dissolution by the court Rights of persons dealing with firm against apparent members of firm Rights of partners as to application of partnership property

p.624 Legislation book. p.624 Legislation book. p.624 Legislation book. p.624 Legislation book. p.625 Legislation book. p.625 Legislation book.

44

Rule for distribution of assets on final settlement of accounts

p.626 Legislation book.

The acts committed were the acts of the company itself, not those of Mr Salomon personally. The corporate veil should not be pierced on the grounds that a corporate structure had been used to ensure legal liability in regard to the particular future activities of the group would fall on another member of the group rather on the defendant company. S23 Matrimonial Causes Act 1973 cannot be used to pierce the corporate veil.

1

WS Guide WS Guide

WS Guide

BUSINESS LAW AND PRACTICE others [2013] UKSC 34 Insolvency Act 1986

74(2)(d)

Joint Stock Companies Act 1844 Limited Liability Act 1855 DIRECTORS POWERS (3)

Companies Act 2006

Companies (Model Articles) Regulations 2008

When a company limited by shares is formed some members pay only part of the value of the shares when they buy them. If the company is wound up, any unpaid amount of the shares may be claimed from the individual members personally. Provided for separate legal personality without limited liability. Limited the liability of members to unpaid share capital.

3(1) 17 87 113 162 165 167 177 188 228 248 392 1 2 3 4 5 7 9 11 13 14 15 17

Limited and unlimited companies A company’s constitution Change of address of registered office Register of members Register of directors Register of directors’ residential addresses Duty to notify registrar of changes Duty to declare interest in proposed transaction or arrangement Directors’ long-term service contracts: requirement of members’ approval Copy of contract or memorandum of terms to be available for inspection Minutes of directors’ meetings Alteration of accounting reference date Defined terms Liability of members Directors' general authority Shareholders' reserve power Directors may delegate Directors to take decisions collectively Calling a directors’ meeting Quorum for directors’ meetings Casting vote Conflicts of interest Records of decisions to be kept Methods of appointing directors 2

p.705 Legislation book.

WS Guide WS Guide p.31 Legislation book. p.35 Legislation book. p.57 Legislation book. p.68 Legislation book. p.89 Legislation book. p.90 Legislation book. p.91 Legislation book. p.95 Legislation book. p.99 Legislation book. p.117 Legislation book. p.125 Legislation book. p.173 Legislation book. p.539 Legislation book. p.540 Legislation book. p.540 Legislation book. p.540 Legislation book. p.540 Legislation book. p.540 Legislation book. p.541 Legislation book. p.541 Legislation book. p.542 Legislation book. p.542 Legislation book. p.542 Legislation book. p.543 Legislation book.

BUSINESS LAW AND PRACTICE

BOARD MEETINGS (4)

Companies Act 2006

Companies (Model Articles) Regulations 2008

MEMBERS (5)

Companies Act 2006

19 21(1) 26

Directors' remuneration All shares to be fully paid up Share transfers

p.543 Legislation book. p.544 Legislation book. p.544 Legislation book.

43 44 46 87 113 162 163 165 167 177 188 228 248 270 275 276 392 3 7 9 11 14 15 17 19 26(5)

Company contracts Execution of documents Execution of deeds Change of address of registered office Register of members Register of directors Particulars of directors to be registered: individuals Register of directors’ residential addresses Duty to notify registrar of changes Duty to declare interest in proposed transaction or arrangement Directors’ long-term service contracts: requirement of members’ approval Copy of contract or memorandum of terms to be available for inspection Minutes of directors’ meetings Private company not required to have secretary Duty to keep register of secretaries Duty to notify registrar of changes Alteration of accounting reference date Directors' general authority Directors to take decisions collectively Calling a directors’ meeting Quorum for directors’ meetings Conflicts of interest Records of decisions to be kept Methods of appointing directors Directors' remuneration The directors may refuse to register the transfer of a share

p.44 Legislation book. p.44 Legislation book. p.44 Legislation book. p.57 Legislation book. p.68 Legislation book. p.89 Legislation book. p.89 Legislation book. p.90 Legislation book. p.91 Legislation book. p.95 Legislation book. p.99 Legislation book. p.117 Legislation book. p.125 Legislation book. p.133 Legislation book. p.135 Legislation book. p.135 Legislation book. p.173 Legislation book. p.540 Legislation book. p.540 Legislation book. p.541 Legislation book. p.541 Legislation book. p.542 Legislation book. p.542 Legislation book. p.543 Legislation book. p.543 Legislation book. p.545 Legislation book.

21 26

A company may amend its articles by special resolution Registrar to be sent copy of amended articles

p.36 Legislation book. p.37 Legislation book.

3

BUSINESS LAW AND PRACTICE 77 281 282 283 284 288 289 290 291 296 297 301 302 307 308 310 311 318 319 320 321 322 323 324 325 355 358(1) 360

Change of name Resolutions must be passed as a written resolution or at a meeting of the members Ordinary resolution means a resolution passed by a simple majority (more than 50%) Special resolution means a resolution passed by a majority of not less than 75% Votes: general rules Written resolutions of private companies Eligible members are the members who would have been entitled to vote on the resolution on the circulation date Circulation date of a written resolution is the date on which copies of it are sent or submitted to members Circulation of written resolutions proposed by directors Procedure for signifying agreement to written resolution Period for agreeing to written resolution Resolutions at general meetings Directors' power to call a general meeting Notice required of general meeting Manner in which notice to be given Persons entitled to receive notice of meetings Contents of notice of meetings Quorum at meetings Chairman of meeting Declaration by chairman on a show of hands Right to demand a poll Voting on a poll Representation of corporations at meetings Rights to appoint proxies Notice of meeting to contain statement of rights Records of resolutions and meetings etc Inspection of records of resolutions and meetings Periods of notice: clear day rule 4

p.55 Legislation book. p.138 Legislation book. p.138 Legislation book. p.138 Legislation book. p.139 Legislation book. p.140 Legislation book. p.140 Legislation book. p.141 Legislation book. p.141 Legislation book. p.142 Legislation book. p.142 Legislation book. p.143 Legislation book. p.143 Legislation book. p.145 Legislation book. p.146 Legislation book. p.146 Legislation book. p.146 Legislation book. p.149 Legislation book. p.150 Legislation book. p.150 Legislation book. p.150 Legislation book. p.150 Legislation book. p.151 Legislation book. p.151 Legislation book. p.151 Legislation book. p.164 Legislation book. p.165 Legislation book. p.165 Legislation book.

BUSINESS LAW AND PRACTICE

COMPANY CONSTITUTION (6)

Companies Act 2006

502 1147 1168

Auditor's rights in relation to resolutions and meetings Deemed delivery of documents and information Hard copy and electronic form and related expressions

p.239 Legislation book. p.467 Legislation book. p.475 Legislation book.

21(1) 26 29(1)(a)

A company may amend its articles by special resolution Registrar to be sent copy of amended articles Resolutions and agreements affecting a company’s constitution – This chapter applies to any special resolution Copies of resolutions or agreements to be forwarded to registrar Prohibited names Names suggesting connection with government or public authority Other sensitive words or expressions Private limited companies must end with ‘limited’ or ‘ltd’ Name not to be the same as another in the index Objection to company’s registered name Change of name Change of name by special resolution Change of name by means provided for in company’s articles Change of name: registration and issue of new certificate of incorporation Change of name: effect Requirement to disclose company name etc Civil consequences of failure to make required disclosure Criminal consequences of failure to make required disclosures Minor variations in form of name to be left out of account Ordinary resolution means a resolution passed by a simple majority (more than 50%) Special resolution means a resolution passed by a majority of not less than 75% Votes: general rules Written resolutions of private companies Eligible members are the members who would have been entitled to vote on the resolution on the circulation date Circulation date of a written resolution is the date on which copies of it are

p.36 Legislation book. p.37 Legislation book. p.38 Legislation book.

30 53 54 55 59 66 69 77 78 79 80 81 82 83 84 85 282 283 284 288 289 290

5

p.39 Legislation book. p.46 Legislation book. p.46 Legislation book. p.46 Legislation book. p.47 Legislation book. p.50 Legislation book. p.52 Legislation book. p.55 Legislation book. p.55 Legislation book. p.55 Legislation book. p.55 Legislation book. p.56 Legislation book. p.56 Legislation book. p.56 Legislation book. p.56 Legislation book. p.57 Legislation book. p.138 Legislation book. p.138 Legislation book. p.139 Legislation book. p.140 Legislation book. p.140 Legislation book. p.141 Legislation book.

BUSINESS LAW AND PRACTICE 291 296 297 298 307(4) 307(6)(a) Companies (Model Articles) Regulations 2008 INCOME TAX (7)

Finance Act 2013 Income Tax (Trading and Other Income) Act 2005

Table A Article 38

Part 2 Part 3 Part 4 Part 5 Part 6

Income Tax (Earnings and Pensions) Act 2003 Income Tax Act 2007

CGT (7)

Taxation of Chargeable Gains Act 1992

sent or submitted to members Circulation of written resolutions proposed by directors Procedure for signifying agreement to written resolution Period for agreeing to written resolution Sending documents relating to written resolutions by electronic means A general meeting may be called by shorter notice if it is agreed by the members The requisite percentage is in the case of a private company, 90% or such higher percentage (not exceeding 95%) as may be specified in the articles Table A satisfies the short notice procedure. Companies who have Table A can continue to use it.

General Anti Abuse Rule (GAAR) Income tax is charged on trading income Income tax is charged on property income Income tax is charged on savings and investment income (dividends & income) Income tax is charged on annual income not otherwise charged Exempt income Income tax is charged on employment and pensions income

p.141 Legislation book. p.142 Legislation book. p.142 Legislation book. p.143 Legislation book. p.145 Legislation book. p.145 Legislation book.

p.11 Legal foundations. p.12 Legal foundations. p.12 Legal foundations. p.12 Legal foundations. p.12 Legal foundations. p.13 Legal foundations. p.12 Legal foundations.

64 83 72 89 86

Carry-across/carry-back relief Carry-forward relief Start-up relief Carry-back of terminal trading loss Carry-forward relief on incorporation of business

p.383 BLP book. p.384 BLP book. p.383 BLP book. p.385 BLP book. p.385 BLP book.

152-159 155 165 + Sch 7 162

Roll-over relief on the replacement of qualifying business assets Qualifying assets for the relief to apply Hold-over relief on gifts

p.412 BLP book. p.412 BLP book. p.413 BLP book.

Roll-over relief on incorporation of a business

p.415 BLP book.

6

BUSINESS LAW AND PRACTICE

DIRECTORS DUTIES & TRANSACTIONS (8)

Companies Act 2006

169H-S 3 281

Business asset disposal relief Annual exemption of £12,300 Instalment option for payment

170 171 172 173 174 175 176 177 182 183 188 190 191 197 204 205 206

Scope and nature of general duties Duty to act within powers Duty to promote the success of the company Duty to exercise independent judgment Duty to exercise reasonable care, skill and diligence Duty to avoid conflicts of interest Duty to not accept benefits from third parties Duty to declare interest in proposed transaction or arrangement Declaration of interest in existing transaction or arrangement Offence of failure to declare interest Directors' long-term service contracts: requirement of members’ approval Substantial property transactions: requirement of members’ approval Meaning of ‘substantial’ Loans to directors: requirement of members’ approval Exception for expenditure on company business Exception for expenditure on defending proceedings etc Exception for expenditure in connection with regulatory action or investigation Exceptions for minor and business transactions Persons connected with a director Members of a director’s family Director “connected with” a body corporate Non-cash asset

207 252 253 254 1163 COMPANY PROCEDURE & DOCUMENTATION (9)

Notice

Re Homer MA 9

BM1 Notice must be reasonable. Any director may call a meeting by giving notice of the meeting to the directors. Notice of any directors meeting must indicate its proposed date and time, where it is to take place 7

p.416 BLP book. p.419 BLP book. p.421 BLP book. p.93 Legislation book. p.94 Legislation book. p.94 Legislation book. p.94 Legislation book. p.94 Legislation book. p.94 Legislation book. p.95 Legislation book. p.95 Legislation book. p.97 Legislation book. p.98 Legislation book. p.99 Legislation book. p.100 Legislation book. p.100 Legislation book. p.102 Legislation book. p.106 Legislation book. p.106 Legislation book. p.106 Legislation book. p.107 Legislation book. p.125 Legislation book. p.126 Legislation book. p.125 Legislation book. p.473 Legislation book.

WS Guide. p. 541 Legislation book.

BUSINESS LAW AND PRACTICE Quorum Directors' interests

MA 11 MA 14

Declarations of interest

S177 CA 2006 S177(6) (b) MA 3 MA 7

Board resolutions Voting

Notice

Quorum

2 directors will have to attend the BM to satisfy the quorum If a director is concerned with an actual or proposed transaction or arrangement with the company, that director is not to be counted in the quorum General duty for directors to declare the nature and extent of their interest in a proposed transaction No declaration is needed if the other directors are aware of the interest

p. 541 Legislation book. p.542 Legislation book.

p.95 Legislation book. p.95 Legislation book.

Directors general authority Any decisions of the directors must be either a majority decision at a meeting or a decision taken in accordance with article 8 GM or WR Notice should be given to every member

p.540 Legislation book. p.540 Legislation book.

Notice should include the time and date of the meeting, the place of the meeting and nature of business to be dealt with

p.146 Legislation book.

S324 CA 2006

Rights to appoint proxies

p.151 Legislation book.

S325 CA 2006 S283(6) CA 2006

Notice of meeting to contain statement of rights

p.151 Legislation book.

Where a resolution is passed at a meeting, the resolution is not a special resolution unless the notice of the meeting included the text of the resolution and specified intention to propose the resolution as a special resolution 14 clear days' notice

p.138 Legislation book.

S310 CA 2006 S311 CA 2006

S307 CA 2006 S307(5) CA 2006 S360 CA 2006 S318 CA

p.146 Legislation book.

p.145 Legislation book.

For a meeting to be called on short notice there must be a majority in number and a shareholding of 90%. Clear day rule

p.165 Legislation book.

2

p.149 Legislation book.

8

p.145 Legislation book.

BUSINESS LAW AND PRACTICE Resolutions Voting

Resolutions Voting Administration

CORPORATION TAX (9)

Finance Act 1988 Finance Act 2004 Finance Act 2013 Corporation Tax Act 2009

2006 N/A S282 CA 2006 S283 CA 2006

Ordinary resolution

p.138 Legislation book.

Special resolution

p.138 Legislation book.

BM2 SAME AS BM1 SAME AS BM1 S113 CA Register of members 2006 S554 CA Register allotment of shares 2006 S790M CA Duty to update the PSC register 2006 S248 CA Minutes of directors’ meetings 2006 S355(1) Records of resolutions and meetings etc CA 2006 MA 15 Minutes of meeting to be kept for 10 years S228 CA Copy of the contracts must be kept available for inspection at the registered 2006 office until a year after expiry 117 55

Basis of assessment A company is required to inform HMRC in writing of the beginning of its first accounting period. Corporation tax is subject to the ‘general anti-abuse rule (‘GAAR’), allowing HMRC to counteractive abusive tax avoidance schemes intended to exploit loopholes. Part 3 Trading income; Chargeable receipts; Deductible expenditure Part 8 Goodwill and intellectual property 45 The company may be able to reduce its trading profit by claiming relief for a loss previously suffered in the trade and ‘carried forward’ 54 For expenditure to be deductible, it must have been incurred wholly and 9

p.68 Legislation book. p.258 Legislation book. p.345 Legislation book. p.125 Legislation book. p.164 Legislation book. p.542 Legislation book. p.117 Legislation book.

p.363 BLP book. p.367 BLP book. p.357 BLP book. p.358 BLP book. p.367 BLP book. p.359 BLP book. p.349 BLP book.

BUSINESS LAW AND PRACTICE exclusively for the purposes of trade Payment of dividend does not reduce the company’s profits chargeable to corporation tax 4 Any gain after the application of reliefs forms part of the company’s total profits for the purposes of corporation tax. Part 2+3 ...