Why Business Law and Practice Scores High on FLK1
Business Law and Practice (BLP) is, on the SRA's published assessment specification, the single largest substantive subject on FLK1. It sits alongside Contract, Tort, Dispute Resolution, and the Legal System, but it routinely produces the highest volume of questions on any given sitting — typically somewhere between 25 and 30 of the 180 questions per FLK1 paper, depending on how the SRA balances the spec. If you can master BLP, you can shift your overall FLK1 score by several percentage points before you have answered a single question on any other subject.
BLP is also the subject that punishes weak revision the hardest. It blends substantive company law with tax, partnership rules, and insolvency. Each of those four pillars has its own statute, its own case law, its own thresholds, and its own procedural quirks. A candidate who can recite directors' duties verbatim but does not know the corporation tax small-profits rate, or who understands fixed and floating charges but cannot tell you the difference between a CVA and an administration, will lose marks across the paper. The SRA does not give you the option to revise narrowly.
The good news is that BLP rewards systematic revision more than almost any other FLK1 subject. The rules are codified, the leading cases are stable, and the exam questions follow recognisable fact patterns. If you build the framework — choice of business medium, formation, governance, finance, exit, and tax — and drill it under timed conditions, BLP can become one of your strongest scoring subjects. Pair this guide with our SQE1 contract law revision guide to lock down the two heaviest substantive subjects on FLK1.
The SQE1 Business Law and Practice Syllabus
BLP is tested in the Functioning Legal Knowledge 1 (FLK1) paper. You can read the official assessment specification on the SRA's become a solicitor page. Questions are single best answer multiple-choice questions (SBAs): a factual scenario followed by five options, one best answer, no negative marking, roughly 1 minute 45 seconds per question.
The SRA's specification covers seventeen topic areas inside BLP. The table below maps the major areas to what they cover and the principal source of law you should anchor your revision to.
| Syllabus area | What it covers | Principal source |
|---|---|---|
| Forms of business organisation | Sole trader, partnership, LLP, private company, public company | Common law + statute |
| Partnerships | Formation, authority, liability, dissolution | Partnership Act 1890 (PA 1890) |
| Limited liability partnerships | Separate legal personality, members' duties, designation | Limited Liability Partnerships Act 2000 (LLPA 2000) |
| Company formation | Model articles, certificate of incorporation, off-the-shelf companies | Companies Act 2006 (CA 2006), Part 2 |
| Constitution of a company | Articles, alteration, entrenchment | CA 2006, Part 3 |
| Share capital | Allotment, pre-emption, classes, variation, reduction | CA 2006, Parts 17–18 |
| Debt finance | Fixed and floating charges, registration, priority | CA 2006, Part 25 |
| Directors and decision-making | Appointment, removal, board and shareholder meetings | CA 2006, Parts 10 & 13 |
| Directors' duties | Seven codified duties, ratification, remedies | CA 2006, ss.171–177 |
| Shareholder protection | Derivative claims, unfair prejudice, just and equitable winding up | CA 2006, ss.260–264, 994; IA 1986 |
| Corporate governance | Board structure, conflicts, ratification | CA 2006 + UK Corporate Governance Code (PLC only) |
| Corporate insolvency | Administration, CVA, liquidation, distribution, wrongful trading | Insolvency Act 1986 (IA 1986) |
| Personal insolvency | Bankruptcy, IVAs, debtors' petitions | IA 1986, Parts VIII–XI |
| Income tax | Sole traders, partners, employees | ITA 2007, ITTOIA 2005, ITEPA 2003 |
| Corporation tax | Trading profits, capital gains, group relief | CTA 2009, CTA 2010 |
| Capital gains tax | Disposal, base cost, business asset disposal relief | TCGA 1992 |
| VAT | Registration, supplies, input tax | VATA 1994 |
Bookmark the spec and tick off each topic as you cover it. Anything left blank is an exam vulnerability. For wider context on how FLK1 differs from FLK2, read our guide to FLK1 vs FLK2.
Choice of Business Medium
The starting point of any BLP question is identifying the business vehicle. Each form has different consequences for liability, formation, governance, and tax. You will see questions that ask which vehicle suits a given client, which liabilities a partner faces on insolvency, or how a sole trader is taxed compared with a single-member limited company. The comparison below is the table you should know by reflex.
| Feature | Sole trader | Partnership (PA 1890) | LLP (LLPA 2000) | Private limited company (Ltd) |
|---|---|---|---|---|
| Separate legal personality | No | No | Yes | Yes |
| Liability of owner | Unlimited personal | Joint and several, unlimited | Limited to contribution | Limited to unpaid capital on shares |
| Formation | None — start trading | None required (verbal or written) | Incorporation at Companies House | Incorporation at Companies House |
| Public filing | None | None | Annual accounts and confirmation statement | Annual accounts and confirmation statement |
| Governance | None | Default rules in PA 1890 unless varied | Members' agreement (private) | Articles + CA 2006 |
| Direct income tax | Yes — IT on trading profit | Yes — partners pay IT on share | Yes — members pay IT on share | No — corporation tax on profits, then IT/dividend tax on extraction |
| NICs | Class 2 + 4 | Class 2 + 4 | Class 2 + 4 | Class 1 (employer + employee) on salary; none on dividends |
A sole trader and a partnership are tax transparent — the profit is taxed in the hands of the owner. An LLP is an interesting hybrid: it has separate legal personality (so it can sue and be sued in its own name and own assets), but it is taxed as a partnership. A company is a separate person for tax — it pays corporation tax, and shareholders only pay tax when profits are extracted as salary or dividend.
For BLP exam questions, identify the vehicle first, then ask: who bears the risk of insolvency, who gets the benefit of profit, and who pays which tax?
Partnerships under the Partnership Act 1890
A partnership exists where two or more persons "carry on a business in common with a view of profit" (s.1(1) PA 1890). No formality is needed — a partnership can arise verbally, by conduct, or even unintentionally. That informality is exactly what the SRA likes to test.
Authority of Partners
Section 5 PA 1890 makes every partner an agent of the firm. Acts done in the usual course of the firm's business bind the firm and the other partners, even where the partner had no actual authority — provided the third party did not know of the want of authority and believed the person to be a partner. Mercantile Credit Co Ltd v Garrod [1962] 3 All ER 1103 illustrates how broadly "usual course of business" can be interpreted.
Liability under ss.9–10
Section 9 PA 1890 makes partners jointly liable for the contractual debts of the firm. Section 10 makes them jointly and severally liable for wrongful acts or omissions of any partner acting in the ordinary course of the firm's business. The classic exam scenario: one partner negligently advises a client; the firm and every other partner are on the hook for the loss.
A new partner is not, without more, liable for debts incurred before they joined (s.17(1)). A retiring partner remains liable for debts incurred before retirement unless released by agreement (s.17(2)). Public notice of retirement protects the retiring partner against future debts in respect of new third parties.
Dissolution
A partnership can be dissolved automatically (expiry of fixed term, death, bankruptcy of a partner — ss.32–33), by notice (where there is no fixed term — s.26), or by court order (s.35). On dissolution, partners must apply assets to satisfy liabilities, return capital, and distribute the surplus in profit-sharing ratio (s.44).
For a quick gut-check on partnership rules under exam pressure, head to our free quick quiz and try a handful of BLP scenarios.
Limited Liability Partnerships
An LLP is incorporated under the Limited Liability Partnerships Act 2000. Its hallmark features are:
- Separate legal personality — the LLP can own property, sue and be sued, and contract in its own name.
- Limited liability for members — members are not personally liable for the LLP's debts, save in respect of their agreed contribution.
- Internal flexibility — a private members' agreement governs profit-sharing, decision-making, and admission. There is no equivalent of model articles. Default rules apply if there is no agreement (Limited Liability Partnerships Regulations 2001).
- Tax transparency — members are taxed on their share of profits as if they were partners under a general partnership.
Every LLP must have at least two designated members (s.8 LLPA 2000). Designated members are responsible for filing accounts, signing the confirmation statement, and dealing with Companies House. If an LLP has fewer than two designated members, every member is automatically deemed to be a designated member (s.8(4)).
A practical exam point: members of an LLP do not owe each other the partnership-style fiduciary duties found in the PA 1890. Instead, fiduciary obligations arise only insofar as the members' agreement creates them, or insofar as the general law of agency imposes them on a member purporting to act on behalf of the LLP.
Company Formation under the Companies Act 2006
Most BLP companies you will meet on the SQE1 are private limited companies (Ltd). Formation is governed by Part 2 CA 2006.
Method of Incorporation
Two routes:
- Incorporation from scratch — file Form IN01 with the memorandum of association, articles of association (if departing from model articles), and the relevant fee. The Registrar issues a certificate of incorporation, which is conclusive evidence that the company is duly registered (s.15 CA 2006).
- Off-the-shelf — buy an existing dormant company from a formation agent. Useful where speed matters. The new owners change the name, registered office, directors, shareholders, and articles to suit.
The Constitution
The constitution comprises the articles of association and any decisions taken by the members under powers in the articles (s.17). Most private companies adopt the Model Articles for Private Companies Limited by Shares (Schedule 1 to the Companies (Model Articles) Regulations 2008) without modification, or with bespoke amendments.
Key provisions of the model articles candidates must know:
- Directors manage the business (Article 3) and may delegate (Article 5)
- Decisions of directors are taken either at a board meeting or by unanimous written resolution (Articles 7–8)
- A director with a personal interest in a transaction must declare it and may not vote on it, subject to the exceptions in Article 14
- Shareholders may transfer shares freely, but the directors may refuse to register a transfer in their absolute discretion (Article 26)
Articles can be altered by special resolution (s.21 CA 2006). An entrenched provision can only be altered if the articles set out the entrenchment and any required additional formality is followed (s.22).
Share Capital
Share capital is one of the most heavily tested BLP topics. The exam loves questions on allotment, pre-emption, and reduction. Get the framework right and you will pick up easy marks.
Allotment of Shares
Directors of a private company with only one class of share have an inherent power to allot shares without shareholder authority (s.550 CA 2006). For other companies, directors need authority either in the articles or by ordinary resolution under s.551.
Pre-Emption Rights
Section 561 CA 2006 gives existing shareholders a right of first refusal on new equity securities, in proportion to their existing holdings. The right protects shareholders from dilution. Pre-emption rights may be disapplied by special resolution under s.569 (private company with one class of share) or s.570–571 (other companies).
Classes of Share
Companies may issue ordinary shares, preference shares, redeemable shares, non-voting shares, or any class with bespoke rights. Class rights can only be varied with the consent of three-quarters of the class in nominal value, by written resolution or special resolution at a class meeting (s.630 CA 2006). An aggrieved minority of 15% can apply to court to have the variation cancelled (s.633).
Reduction of Capital
A private company can reduce its capital using one of two routes:
- Solvency statement route (s.642 CA 2006) — the directors sign a solvency statement, the shareholders pass a special resolution, and the reduction takes effect once filed at Companies House.
- Court route (s.641(1)(b)) — the company applies to court for confirmation of the reduction. Used where there are creditors who must be protected.
A public company can only use the court route. Buy-backs and redemptions also reduce capital and have their own procedural requirements (Part 18 CA 2006), including the requirement that any buy-back of shares out of capital by a private company is supported by a directors' solvency statement and an auditor's report.
Debt Finance: Fixed and Floating Charges
A company can secure its borrowing by granting charges over its assets. The two main forms are fixed charges and floating charges.
Fixed vs Floating
A fixed charge attaches to a specific asset (typically land, plant, or shares in a subsidiary) at the moment of creation. The chargor cannot dispose of the asset without the chargee's consent. A floating charge hovers over a class of assets (typically book debts, stock, or "all assets present and future") and allows the company to deal with the assets in the ordinary course of business until crystallisation.
Crystallisation occurs on the appointment of a receiver, on liquidation, on cessation of business, or where the charge document specifies an automatic crystallising event. On crystallisation, the floating charge fixes onto the then-existing assets in the class.
The leading authority on classification is Re Spectrum Plus Ltd [2005] UKHL 41. A charge labelled "fixed" but which permits the chargor to deal with the assets in the ordinary course is, as a matter of substance, a floating charge.
Registration
Charges over a company's property must be registered at Companies House within 21 days of creation under ss.859A–Q CA 2006. Failure to register makes the charge void against a liquidator, administrator, or any creditor of the company (s.859H), although the underlying debt remains payable.
Priority
The default priority ranking is, broadly:
- Fixed charges (in order of creation)
- Preferential creditors (HMRC for certain taxes, employees' unpaid wages up to a cap)
- Prescribed part for unsecured creditors (carved out from floating charge realisations under s.176A IA 1986)
- Floating charges (subject to the prescribed part)
- Unsecured creditors
- Members
A floating charge created within 12 months before the onset of insolvency (or 2 years if to a connected person) can be invalidated under s.245 IA 1986 unless given for fresh consideration. This is a classic exam trap — examiners present a scenario where a director takes a floating charge to secure historic personal lending shortly before liquidation.
Directors' Duties under CA 2006, ss.171–177
The seven codified directors' duties are the single most tested BLP topic. They are owed by every director — including shadow directors and de facto directors — to the company, not to individual shareholders, employees, or creditors. Remedies for breach lie in the company itself, although shareholders may bring a derivative claim under s.260.
| Section | Duty | Key point |
|---|---|---|
| s.171 | To act within powers | Director must exercise powers in accordance with the company's constitution and only for the purposes for which they are conferred |
| s.172 | To promote the success of the company | Subjective, in good faith, having regard to the s.172(1)(a)–(f) factors (long term consequences, employees, suppliers, environment, reputation, fairness between members) |
| s.173 | To exercise independent judgment | Director cannot fetter discretion, save by contract or constitution |
| s.174 | To exercise reasonable care, skill and diligence | Dual test — objective standard of a reasonably diligent person carrying out the same functions, plus the actual knowledge, skill, and experience of the director (Re D'Jan of London Ltd [1994] 1 BCLC 561) |
| s.175 | To avoid conflicts of interest | Includes corporate opportunities. Authorisation by independent directors permitted |
| s.176 | Not to accept benefits from third parties | Strict no-profit rule |
| s.177 | To declare interest in proposed transactions | Must declare nature and extent before entering the transaction; failure can render the transaction voidable |
Practical Application
Section 174 deserves careful study. The objective limb means a director cannot avoid liability by saying "I did not know that was the law" or "I have always relied on the finance director." The subjective limb only ratchets the standard upwards if the particular director has special skill or experience. Re D'Jan held that a director who carelessly signed an inaccurate proposal form for fire insurance breached the duty.
Section 172 deserves special mention. The duty is to act in the way the director considers, in good faith, would be most likely to promote the success of the company. The test is subjective — what the director honestly believed — qualified by the requirement that the belief must have been genuinely held. Item Software (UK) Ltd v Fassihi [2004] EWCA Civ 1244 confirmed that loyalty to the company includes a duty to disclose one's own wrongdoing where loyalty so requires.
Remedies for Breach
Equitable remedies follow a breach: account of profits, rescission of the transaction, damages or equitable compensation, restoration of property, injunction. The company can ratify a breach by ordinary resolution under s.239 CA 2006, but only if the votes of the director in breach (and any connected member) are disregarded. Certain breaches — fraud on the minority, illegality, or anything that involves expropriation of a member's property — cannot be ratified.
Shareholder Protection
Shareholders have three principal mechanisms to challenge improper conduct.
Derivative Claims (ss.260–264)
A derivative claim is a claim brought by a shareholder on behalf of the company in respect of a cause of action vested in the company. The shareholder must obtain the court's permission to continue the claim in two stages (ss.261–263). The court will refuse permission if a director acting in accordance with s.172 would not bring the claim, or if the act has been authorised or ratified by the company. In practice derivative claims are difficult to bring through to a substantive hearing; permission is the major hurdle.
Unfair Prejudice (s.994)
A member may petition the court where the company's affairs have been conducted in a manner unfairly prejudicial to the interests of members generally or some part of the membership. This is a far more common remedy than the derivative claim because the member sues in their own right and can seek a personal remedy.
The leading authority is O'Neill v Phillips [1999] 1 WLR 1092. Lord Hoffmann distinguished "fairness" from a free-floating discretion: the petitioner must point either to a breach of the bargain on which the parties' association was founded or to a use of the rules in a manner that equity would regard as contrary to good faith.
The most common remedy is a buy-out order at a price determined by the court — usually a pro-rata valuation of the shares without a minority discount where the petitioner has been excluded from a quasi-partnership.
Just and Equitable Winding Up (s.122(1)(g) IA 1986)
A member may petition for the company to be wound up on just and equitable grounds. The classic case is Re Westbourne Galleries Ltd [1973] AC 360, where the House of Lords ordered a winding up after a director-shareholder was excluded from management of a quasi-partnership company. Winding up is a draconian remedy and is rarely the petitioner's preferred outcome — most go the s.994 route instead.
For relentless practice on the difference between a derivative claim and a s.994 petition, drill the rules with our flashcards and free quick quiz.
Corporate Insolvency under the Insolvency Act 1986
Insolvency is the second-largest substantive area within BLP. You need to know the procedures, who can initiate them, and the consequences for directors.
Tests of Insolvency
A company is insolvent if it cannot pay its debts as they fall due (cash-flow test, s.123(1)(e) IA 1986) or if its liabilities exceed its assets (balance-sheet test, s.123(2)). A statutory demand for £750 or more, unpaid for three weeks, is deemed proof of cash-flow insolvency.
Procedures
| Procedure | Purpose | Initiator | Outcome |
|---|---|---|---|
| Administration | Rescue the company as a going concern, achieve a better result for creditors than liquidation, or realise property to pay secured/preferential creditors | Court order, qualifying floating charge holder, or the company/directors out of court | Statutory moratorium against creditor action. Administrator manages the business. May exit by CVA, sale, dissolution, or liquidation |
| Company Voluntary Arrangement (CVA) | Compromise with unsecured creditors | Directors, administrator, or liquidator | Binding on all unsecured creditors who had notice if approved by 75% in value of those voting |
| Compulsory liquidation | Wind up the company by court order | Petitioner — typically a creditor — under s.122 IA 1986 | Official receiver appointed; can be replaced by a private liquidator |
| Creditors' voluntary liquidation (CVL) | Wind up an insolvent company without a court order | Members' resolution + creditors' meeting | Liquidator nominated by creditors |
| Members' voluntary liquidation (MVL) | Wind up a solvent company | Members + directors' declaration of solvency | Liquidator distributes surplus to members |
Order of Distribution
In a liquidation, assets are distributed in this strict order:
- Liquidator's costs and expenses
- Fixed charge realisations to fixed charge holder (less administration costs)
- Preferential debts (employee wages up to cap, certain HMRC taxes)
- Prescribed part for unsecured creditors (s.176A IA 1986)
- Floating charge holders
- Unsecured creditors (rateably)
- Statutory interest
- Members (in accordance with the articles)
Wrongful Trading (s.214)
A director is liable to contribute personally to the company's assets where, before the commencement of liquidation, they knew or ought to have concluded that there was no reasonable prospect that the company would avoid going into insolvent liquidation, and they failed to take every step they ought to have taken to minimise the loss to creditors. The standard is the same dual subjective/objective standard as s.174 CA 2006 — the actual knowledge of the director plus what a reasonably diligent director would know.
Fraudulent Trading (s.213)
A director or any other person knowingly party to the carrying on of business with intent to defraud creditors is liable to contribute to the company's assets. The threshold is much higher — actual dishonesty in the Ivey v Genting Casinos [2017] UKSC 67 sense — but liability is unlimited.
Antecedent Transactions
The liquidator can unwind certain pre-insolvency transactions:
- Transactions at undervalue (s.238) — transactions for no consideration or significantly less than the asset's value, entered within 2 years before insolvency, with the company unable to pay debts at the time or rendered unable as a result.
- Preferences (s.239) — payments or grants of security to creditors that put them in a better position than they would otherwise have been on insolvency. Within 6 months (or 2 years for connected persons), with a desire to prefer (presumed for connected persons).
- Avoidance of floating charges (s.245) — a floating charge created within 12 months (2 years for connected persons) before insolvency for past consideration is void.
- Extortionate credit transactions (s.244) — credit on grossly exorbitant terms within 3 years before insolvency.
For a deeper drill on any of the above, our flashcards cover each statutory section with the time limits and burdens of proof.
Personal Insolvency
Personal insolvency is the smaller cousin of corporate insolvency, but it appears in BLP scenarios where a sole trader or partner has gone bust.
Bankruptcy
A debtor's petition can be presented by the debtor under s.272 IA 1986 if they cannot pay their debts. A creditor's petition can be presented under s.267 if the debtor owes a liquidated debt of £5,000 or more. The court makes a bankruptcy order, which transfers the bankrupt's estate to a trustee in bankruptcy.
The bankrupt is automatically discharged after one year in most cases (s.279). Some restrictions continue — the bankrupt cannot be a company director or insolvency practitioner during the bankruptcy.
Individual Voluntary Arrangements (IVAs)
An IVA is the personal equivalent of a CVA. The debtor proposes a compromise to creditors. If approved by 75% in value of unsecured creditors voting, it binds all unsecured creditors who had notice. An IVA avoids the stigma and restrictions of bankruptcy.
Trustee in Bankruptcy
The trustee gathers in the estate, realises assets, and distributes the proceeds to creditors. The bankrupt's home can be sold, although the rights of a non-bankrupt spouse may delay sale for up to 12 months under s.336 IA 1986.
Business Taxation
Business taxation is the BLP topic candidates dread. The truth is that the SQE1 only requires you to know the structure and headline rates — not detailed computation. Use 2025/26 figures as your reference point unless the question states otherwise.
Income Tax (Sole Traders, Partners, Employees)
Income tax for individuals (as at 2025/26) is charged on:
- A personal allowance of £12,570 (tapered away once income exceeds £100,000)
- The basic rate band of 20% on the next £37,700
- The higher rate band of 40% on income up to £125,140
- The additional rate of 45% on income above £125,140
Sole traders and partners pay income tax on trading profits under ITTOIA 2005. They also pay Class 2 and Class 4 NICs. Employees pay income tax on employment income under PAYE and Class 1 NICs.
Corporation Tax
Corporation tax is charged on the worldwide profits (income and chargeable gains) of UK-resident companies under CTA 2009 and CTA 2010.
The headline rates (as at 2025/26):
- Main rate of 25% for companies with profits above £250,000
- Small profits rate of 19% for companies with profits up to £50,000
- Marginal relief taper between £50,000 and £250,000
Group relief allows losses of one group company to be set against profits of another, provided the 75% group test is met (s.151 CTA 2010).
Capital Gains Tax
Capital gains tax under TCGA 1992 is charged on disposals of chargeable assets by individuals and trustees. The annual exempt amount for 2025/26 is £3,000.
The headline rates for 2025/26 are:
- 18% on residential property gains in the basic rate band; 24% above
- 18% on most other gains in the basic rate band; 24% above (rates aligned by Spring Budget 2024)
Business Asset Disposal Relief (BADR) reduces the rate to 14% in 2025/26 (rising to 18% from 6 April 2026) on qualifying lifetime gains up to £1 million. Common qualifying disposals: a sole trader sells the whole business; a partner sells their interest; a director-employee with at least 5% sells shares in a personal trading company held for at least 2 years.
Companies do not pay CGT — they pay corporation tax on chargeable gains.
Value Added Tax (VAT)
VAT is charged on taxable supplies of goods and services made by taxable persons in the course of business under VATA 1994. The standard rate is 20%, with reduced rate 5% (e.g. domestic fuel) and zero rate (e.g. food, children's clothing, books).
A business must register for VAT once its taxable turnover exceeds the registration threshold of £90,000 in any rolling 12-month period (as at 2025/26). Once registered, the business charges output tax on its supplies and recovers input tax on its purchases. Net output tax is paid to HMRC each quarter.
For a methodical approach to memorising thresholds and rates, build them into your spaced-repetition deck — see our SQE1 flashcard and spaced repetition strategy.
10 BLP Exam Techniques
1. Identify the Vehicle First
Every BLP question turns on the legal form. Sole trader, partnership, LLP, private company, public company. Mark it on your scratchpad before you read the options.
2. Spot the Statutory Anchor
Most BLP rules sit in a small number of statutes — CA 2006, IA 1986, PA 1890, LLPA 2000, plus the tax statutes. As soon as you read the scenario, ask yourself: which Act governs this?
3. Watch for Time Limits
So many BLP rules have hard deadlines: 21 days to register a charge (s.859A CA 2006), 14 days to file a confirmation statement past its due date, 2 years for transactions at undervalue, 6 months (or 2 years) for preferences. The SRA loves dropping a date into the scenario and asking you to spot the deadline.
4. Apply the Substance-Over-Form Rule
Labels do not bind the court. Re Spectrum Plus taught that a charge described as "fixed" can in substance be floating. A "loan" between connected parties may in substance be a capital contribution. Read the facts, not the label.
5. Count Votes Carefully
Many BLP questions test thresholds. Special resolution = 75%. Ordinary resolution = simple majority. Unfair prejudice petition = any member. Variation of class rights = 75% in nominal value. Ratification of director's breach = ordinary resolution but excluding the director and connected members.
6. Use Section Numbers Where You Can
Examiners routinely give you the section number in the right answer and bury an inaccurate citation in a wrong answer. If the question asks about the statutory derivative claim and one option says "s.260 CA 2006" while another says "s.122 IA 1986", knowing the correct citation eliminates a wrong answer instantly.
7. Distinguish "Owed To" From "Brought By"
Directors' duties are owed to the company, not to shareholders or creditors. So who can sue for breach? The company itself — or, by exception, a shareholder via a derivative claim. Confusing "owed to" with "brought by" is a classic SQE1 trap.
8. Know the Distribution Waterfall By Heart
In every insolvency question, the waterfall — fixed, preferential, prescribed part, floating, unsecured, members — is the answer. Memorise the order. Sample questions on it appear in nearly every sitting.
9. Apply the Right Tax to the Right Person
Sole traders and partners pay income tax on their share of trading profit. Companies pay corporation tax. Shareholders pay income tax on dividends and CGT on share sales. Directors pay income tax on salary. Map the taxpayer to the tax before you compute.
10. Eliminate the Two Obvious Wrong Answers First
The five-option SBA always contains at least two answers that are wrong on the law alone — perhaps a wrong section, a wrong threshold, or a wrong vehicle. Strike them out before deliberating between the remaining three. Speed matters at 1 minute 45 seconds per question. Read our SQE1 MCQ technique and exam strategy guide for a deeper drill on five-option elimination.
Common SQE1 BLP Mistakes
- Confusing partnership and LLP rules. Partners are jointly and severally liable; LLP members are not. Partnerships have no separate legal personality; LLPs do. Mixing the two costs marks.
- Forgetting that ratification requires excluding connected votes. Section 239 CA 2006 ratification of a director's breach by ordinary resolution disregards the votes of the director in breach and any connected member. Candidates who count those votes pick the wrong answer.
- Misreading the s.994 test. The conduct must be unfair AND prejudicial to the petitioner's interests as a member. Ordinary commercial bad luck is not unfair prejudice.
- Treating fixed and floating charges as equivalent. They have different priority, different crystallisation rules, and different vulnerability to s.245 challenge. The difference matters in almost every insolvency question.
- Mixing up the cash-flow and balance-sheet tests. Section 123 IA 1986 has both. The cash-flow test is more often satisfied — and it is enough on its own.
- Forgetting the 21-day registration window for charges. A charge that is unregistered is void against the liquidator and other creditors. The underlying debt remains payable, but the security is lost.
- Applying the wrong tax rate. A company is not taxed on its profits at the basic rate of income tax. A sole trader is not taxed at the corporation tax small profits rate. Get the taxpayer first; the rate follows.
How to Structure Your BLP Revision: A 5-Week Plan
Week 1 — Vehicles and Formation
Cover sole trader, partnership, LLP, private company, public company. Read the PA 1890, the LLPA 2000 (read at least the first 10 sections), and Part 2 CA 2006. Write a single-page summary mapping each vehicle to liability, formation, governance, and tax. Make flashcards for every model article you have to know.
Week 2 — Constitution and Share Capital
Move into the constitution, decision-making, and share capital. Drill the rules on directors' meetings, members' meetings, special resolutions, ordinary resolutions, written resolutions, allotment, pre-emption, classes, variation, and reduction. Practise with 20 SBAs at the end of the week.
Week 3 — Directors' Duties and Shareholder Protection
The seven codified duties under ss.171–177 CA 2006 deserve a full week. Memorise the section numbers. Drill the leading cases — Re D'Jan, Item Software v Fassihi, O'Neill v Phillips. Cover derivative claims, unfair prejudice, and just and equitable winding up. By the end of week 3 you should be answering 70% of BLP questions in this area correctly.
Week 4 — Insolvency and Debt Finance
Cover the corporate insolvency procedures, the order of distribution, wrongful trading, fraudulent trading, antecedent transactions, fixed and floating charges, and registration of charges. Draw your own waterfall chart from memory at the end of the week and check it against the IA 1986. Read our study materials on business law for additional structured notes.
Week 5 — Tax, Mocks, and Weak Spots
Cover income tax, corporation tax, CGT, and VAT. Memorise the headline rates and thresholds. Spend the last three days of the week on full mock papers under timed conditions. Identify your weakest topics and target them in the final 48 hours.
Final Thoughts
BLP is a discipline of frameworks. The candidates who do well are not the ones who memorise a thousand cases — they are the ones who can identify the vehicle, locate the relevant statute, run the right rule against the facts, and pick the best answer in 90 seconds.
To turn this guide into exam-ready recall, work through these in order:
- Start with our free quick quiz to benchmark where you stand
- Drill BLP cases and section numbers using our flashcards
- Read the deeper business law study materials for topic-by-topic coverage
- Sharpen your single-best-answer technique with our SQE1 MCQ technique guide
- Pair this with our SQE1 dispute resolution revision guide to lock down the second-largest FLK1 subject
- Anchor your overall plan with the pillar how to pass SQE1 in 2026 guide
- Compare BLP's difficulty against the rest of the syllabus in our hardest subjects ranked breakdown
- Explore pricing plans for full access to our practice bank and mock exams
BLP rewards the candidate who treats the syllabus as a system. Build the framework, drill the section numbers, learn the cases that anchor each step, and practise relentlessly under exam conditions. Get this right and you walk into the FLK1 paper with a quarter of your marks already locked in. Good luck with your BLP revision for SQE1 in 2026.