Business structures, corporate governance, capital, and insolvency.
Business Structures
Types of business organisations: sole trader, partnership, LLP, and companies
Partnerships
General partnerships, limited partnerships, LLPs, partner duties and liability
Company Formation & Constitution
Incorporating a company, articles of association, and the company constitution
Directors (Appointment, Removal & Disqualification)
Appointing and removing directors, directors service contracts, disqualification, and statutory registers
Directors' Duties
Statutory duties under CA 2006, fiduciary obligations, and consequences of breach
Company Meetings and Resolutions
How shareholders make decisions - types of meetings, notice requirements, quorums, voting procedures, and different resolution types.
Share Capital & Shareholders
Issuing shares, share classes, dividends, and shareholder rights
Minority Shareholder Protection
Unfair prejudice petitions, derivative claims, just and equitable winding up, and shareholder remedies
Capital Maintenance and Distributions
Capital maintenance rules, dividends, reduction of share capital, and financial assistance for share purchases
Company Accounts and Audit
Annual accounts, audit requirements, filing obligations, and directors responsibilities for financial reporting
Company Administration and Compliance
Registered office, company name, statutory registers, confirmation statement, and administrative requirements
Business Financing
Sources of business finance, debt vs equity, bank lending, crowdfunding, and government support schemes
Charges and Security
Fixed and floating charges, registration requirements, priority of charges, and enforcement
Business Taxation
Income tax, corporation tax, capital gains tax, VAT, inheritance tax, and taxation of business stakeholders
Corporate Insolvency
Insolvency tests and procedures — administration, CVAs, liquidation, wrongful and fraudulent trading, antecedent transactions, distribution on winding up, and director disqualification
Personal Bankruptcy and Alternatives
Bankruptcy proceedings, Individual Voluntary Arrangements, Debt Relief Orders, and alternatives to bankruptcy
Try before you buy
Real SBA questions from the Business Law and Practice bank, with the full explanation. The paid bank covers all 16 topics and difficulty levels.
A woman has run a catering business on her own account for five years, trading under a business name that does not include her own. A corporate client has cancelled a large event at short notice and she cannot meet the debts of the business: £35,000 owed to food suppliers, £8,000 of rent arrears on the kitchen she leases and £12,000 owed to an equipment lessor. The equipment and van used in the business are worth £20,000. She owns a house with £100,000 of equity and has £15,000 in savings.
Can the creditors enforce their debts against the woman's house and savings?
A woman works alone as a freelance graphic designer and wants to incorporate a private limited company for the business. She intends to be its only director and to hold its only share, which will have a nominal value of £1. She does not want to appoint anyone else to any office. A friend has told her that she must find a second director and a company secretary before the company can be registered, and that someone other than a director must sign the company's accounts.
Can the company be registered with the woman as its only director and shareholder?
A man and a woman have shared a flat for three years. They divide the rent, the utility bills and the cost of groceries equally, and two years ago they bought a car together which each uses in turn. The woman also runs a small online shop from the flat, which the man takes no part in and from which he receives nothing. A supplier who has not been paid for stock ordered for the shop now says that the two are in partnership and that the man must pay.
Is the man liable to the supplier as the woman's partner?
A woman has worked for five years as an employed translator and now intends to work for herself, translating documents for small businesses from home. She will have no employees and no premises, her fees are between £200 and £500 a project, and she expects to bill about £40,000 in her first year. She has no plans to take anyone else into the business. She wants to spend as little as possible on setting it up and does not want her accounts to be open to public inspection.
What advice should the woman be given about the structure for her business?
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