Notesale: Turn your study into money

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SETTING UP IN BUSINESS
Must cover the following matters with new clients:
1
...
Conflict of interest check
3
...

4
...
Open a matter

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Legislation:
1
...
LLPs Regulations 2001 Default provisions on capital and profit
share between members
...
LLPs (Accounts & Audit) (Application of Companies Act 2006)
Regulations 2008 Set out accounting requirements
...
LLPs (Application of CA 2006) Regulations 2009 apply the CA 2006
to LLPs, e
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must have a register of charges and file an annual
confirmation statement
...
Similar disclosure to companies:
1
...
Details of members
LLPs can, for a fee, keep registers of members, directors,
secretaries and charges at Comp
...

3
...
LLPs need to keep a PSC Register disclosing all persons of
significant control
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Disclosing details of certain invoices and payment practices

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May trade immediately? No, as LLPs must be registered
...
1 person but cannot form
sole trader business for more than 1
...
Flexibility but pressure if sole trader has no
support
...

Expenses when setting up: No formalities so no setting up costs
On-going expenses after the business is set up: None necessary,
although usually accountants will be involved in keeping accounts
Methods of financing: No quick options
...

Profits: All profits go to the owner
...

May trade immediately? Yes
...
The company
may therefore own property, enter into contracts, sue and be sued in its own
name
...

•
•
•

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Partnership

s
...
– May form a partnership irrespective of contrary intention
...
The partnership is unable to own property or enter
into contracts
...
If partnership goes insolvent, creditors
can enforce debt against the partners personally
...
2 persons
Expenses when setting up: None necessary, although it beneficial to
have a Partnership Agreement drawn up by lawyers (more expensive)
...

Methods of financing: Partners can borrow but cannot create floating
charges
...

Liability: Not limited - Partners have unlimited personal liability
...
No disclosure required
May trade immediately? Yes
...
– Common for Law firms
...
But for tax purposes, it
is treated as a partnership and the m
written resolution

ss
...


ss
...


ss
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Update Register of
Members
s
...
702(2)-(3) Keep a
copy of the contract at
the registered office for
10 years from date of
purchase of all the
shares or date on which
contract otherwise
determines

Update Register of
Members
s
...
702(2)-(3) Keep a copy
of the contract at the
registered office for 10
years from date of
purchase of all the
shares or date on which
contract otherwise
determines

Update Register of Members
s
...
702(2)-(3) Keep a copy of
the contract at the
registered office for 10 years
from date of purchase of all
the shares or date on which
contract otherwise
determines

s
...
719 Notify creditors within a week of SR
(London Gazette and national paper/all

BLP – All chapters – Revision notes | Page 17 of 28

PROCEDURE PLAN - PURCHASE OUT OF
DISTRIBUTABLE PROFITS:

7
...
Ed Lewis’s shareholdings will decrease, although he is not very
concerned about that because he wanted to sell his shares
...
You should then
see whether the payment is being made from distributable reserve or
capital before you start the plan
...
707(1) A return must be sent to Companies House
within 28 days of the date of delivery of the purchased
shares (Form SH03)
s
...
708(2) a statement of capital (Form SH06)
...
720B is irrelevant
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Procedure for buyback of own shares out of profits
Board Meeting I:
(Where the GM is held on short notice, only Board meeting I will be
required which will be adjurned and BM II will not be needed
...
Who calls the meeting?
2
...
Quorum?
4
...
177(1) EL to disclose his interest in a contract for the
company to purchase his shares
...

×

To report on the proposed purchase of EL’s shares
...
approve the form of notice of the GM;
2
...
694(2)(a) call a GM to move an ordinary
resolution to approve an off-market purchase of
shares and the proposed terms of the contract,
3
...
308 to the shareholders
...

3
...


GM:

Notice: try short notice

Voting? (i
...
how many directors need to vote in favour of
the resolutions?)
What happens next? (i
...
does the meeting close or is it
adjourned?)
Post Meeting Matters? (i
...
which of the following should be
dealt with following BM1?)
×
Minutes?
×
Company Books?
×
Filings at Companies House?

1
...

3
...
694(2) to propose an ordinary resolution to approve
the terms of the contract for the purchase of shares
...


Voting?
×
s
...


5
...


The second board meeting could take place as near as convenient
afterwards
...
Who calls the meeting?
2
...
Quorum?
4

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