Business Structures Overview
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Questions and Answers

Which business structure allows for a separation of personal liability from business risk?

  • Partnership
  • Sole proprietorship
  • Limited partnership (correct)
  • General partnership
  • When evaluating the organizational structure, which consideration is least relevant?

  • Ability to raise capital (correct)
  • Need for confidentiality
  • Legal requirements for setup
  • Desire to manage the business
  • What is a critical drawback of using loans to raise capital for a business?

  • They do not need to be repaid
  • They require legal agreements with no flexibility
  • They are not subject to interest rates
  • They may threaten personal assets if secured (correct)
  • Which factor is least likely to influence the decision to establish a business structure?

    <p>Personal interest in the industry</p> Signup and view all the answers

    Which statement best describes limited liability?

    <p>The business entity itself bears the risk, not the individuals.</p> Signup and view all the answers

    Why might confidentiality be a concern when raising capital for a business?

    <p>Investors typically must be provided with sensitive financial information.</p> Signup and view all the answers

    What does limited liability imply for business owners?

    <p>Owners are only liable up to their investment in the business.</p> Signup and view all the answers

    Which statement accurately describes partnerships?

    <p>All partners are jointly and severally liable for debts incurred by the partnership.</p> Signup and view all the answers

    What is a primary disadvantage of operating as a sole trader?

    <p>Sole traders have personal assets at risk due to personal liability.</p> Signup and view all the answers

    Which of the following is true about public companies?

    <p>Public companies are required to have a minimum share capital of £50,000.</p> Signup and view all the answers

    Under the Companies Act 2006, which document is NOT required for company registration?

    <p>A personal identification verification for each director</p> Signup and view all the answers

    How is taxation typically structured for partnerships?

    <p>Each partner is taxed individually as self-employed persons.</p> Signup and view all the answers

    What is a significant characteristic of a sole trader compared to other business structures?

    <p>Sole traders can control their business without formal structures.</p> Signup and view all the answers

    What is a common risk associated with partnerships?

    <p>One partner's mistake can lead to financial liability for all partners.</p> Signup and view all the answers

    What is a key factor making Keisha and Sion liable for each other's business actions?

    <p>They are partners and jointly and severally liable.</p> Signup and view all the answers

    Which reason best demonstrates why £800 for one flower could be considered unreasonable in a business context?

    <p>Businesses usually evaluate costs relative to potential sales.</p> Signup and view all the answers

    What does limited liability imply for Keisha in the partnership with Sion?

    <p>She is only liable for her own investments in the business.</p> Signup and view all the answers

    Which of the following describes why a company structure would be least suitable for Ali?

    <p>Companies require extensive financial records and transparency.</p> Signup and view all the answers

    What aspect of Ali's financial situation makes a partnership a potentially better choice than a company structure?

    <p>Partnerships require less formal registration and regulation.</p> Signup and view all the answers

    Why might Sion be responsible for Keisha's business decisions?

    <p>Both partners share equal decision-making powers.</p> Signup and view all the answers

    What is a primary difference in the capital requirements between public and private companies?

    <p>Public companies require a minimum capital of £50,000, while private companies have no minimum requirement.</p> Signup and view all the answers

    What factor significantly increases the regulatory burden on public companies compared to private companies?

    <p>Public companies are subject to regulations under the Financial Services and Markets Act and the UK Corporate Governance Code.</p> Signup and view all the answers

    Which of the following statements accurately reflects a characteristic of private companies?

    <p>Private companies often do not hold annual general meetings.</p> Signup and view all the answers

    What is a major disadvantage of being structured as a public company?

    <p>Public companies face burdensome rules and regulations.</p> Signup and view all the answers

    Which scenario best illustrates a limitation of shared ownership in a small private company?

    <p>Minority shareholders may struggle to influence decisions due to close personal relationships among shareholders.</p> Signup and view all the answers

    How does the process of transferring shares differ between public and private companies?

    <p>Public companies generally allow for unrestricted share transfers, while private companies often have restrictions.</p> Signup and view all the answers

    What is a key advantage of a company structure for raising capital?

    <p>Public companies can attract a larger number of investors through share offerings.</p> Signup and view all the answers

    What is the responsibility of directors in relation to company shareholders?

    <p>Directors owe fiduciary duties to act in the bona fide interests of the company and its shareholders.</p> Signup and view all the answers

    What is a common misconception about the tax responsibilities of a limited company?

    <p>Limited companies pay corporation tax on their profits before dividends are distributed.</p> Signup and view all the answers

    What assets can a company own that provides a significant advantage in terms of growth?

    <p>Companies can own intellectual property rights, which aids in expansion.</p> Signup and view all the answers

    Study Notes

    Business Structures

    • Sole Proprietorship: One-person operation, no legal filings, personal liability for debts, no separation of personal and business assets. Easy to set up, no regulations, all profits/assets go to the owner, limited expansion.
    • Partnership: Relationship between two or more people carrying on a business for profit (Partnership Act 1980). Established through agreement (oral or written), or implied by conduct; joint and several liability for debts; all partners are jointly liable for the actions of any single partner. Flexible organisation/structure, new partners can join/leave, potentially low set-up costs. Taxed as individuals based on income bracket.
    • Limited Partnership: Partnership with limited liability protection.
    • Corporation (Company): Separate legal entity with limited liability. More complex structure, regulated. Can raise capital through shares.

    Factors for Comparing Business Structures

    • Capital Raising: Ability to raise money; options include loans, investors, issuing shares (only corporations/companies can issue shares).
    • Risk: Personal exposure to liability. Limited liability protects personal assets.
    • Organisational Structure: Desired level of business control and management authority (managing the business versus someone else doing so).
    • Taxation: Tax implications of different structures (sole traders and partnerships are taxed as individuals, Companies pay corporation tax).
    • Set-up Ease and Costs: Complexity and legal requirements.
    • Confidentiality: Protecting business information.

    Risk Considerations

    • Business Risk: Identifying potential risks.
    • Liability: Determining who is responsible for business debts.
    • Liability Reduction: Creating a separate legal entity (company) for limiting liability for personal assets.

    Organisational Structure

    • Business Management: Who will direct and run the business.

    Raising Capital

    • Funding Needs: Assessing capital requirements.
    • Sources of Funding: Personal savings, loans, investors, issuing shares.
    • Liability of Investors: Investor liability depends on the business structure.
    • Loan Considerations: Repayment, asset risk, impact on future investment.
    • Share Issue: Only companies can issue shares (to raise capital).

    Set-up Costs

    • Ease of Establishment: Procedures for setting up different business structures.
    • Legal Requirements: Necessary legal documents and filings.
    • Multiple Parties: If multiple parties need to agree or cooperate.

    Confidentiality

    • Confidential Information: Protecting sensitive business data.
    • Company Name vs Owner Name: The company operates in its own name.
    • Protection of Owner Assets: Person's assets aren't at risk.
    • Property/Asset Ownership: The company owns its assets.
    • Debt Ownership: The company holds its debt.

    Limited Liability

    • Investor Liability Limits: Investors are only liable for their investments.

    Company Formation (detailed)

    • Companies Act 2006: Regulates company formation.
    • Required Documents: Constitution (articles of association, object clause), memorandum of association, application for registration.
    • Registration Details: Company name, share capital, registered address, member details, and compliance declaration.
    • One Member Requirement (now): Private and public companies can be formed with one member.
    • Certificate of Incorporation: Issued upon submission of correct documents; the company comes into existence.

    Public vs. Private Companies (comparing)

    Feature Public Company (plc) Private Company (ltd)
    Share Capital Required Yes, minimum £50,000 No
    Shareholder Liability Limited Limited
    Share Offering Public Private
    Stock Exchange Listing Possible No
    Incorporation Suffix plc ltd
    Regulatory Burden Significantly Higher Lower

    Private Companies (detailed)

    • Membership Restrictions: Often restrict membership through articles of association (a document that outlines the company's rules).
    • Pre-Emptive Rights: Members may have to offer shares to existing members before selling them to outsiders.
    • Flexibility: Greater flexibility in governance/structure than public companies due to lower regulatory restrictions.

    Small Private Companies (special consideration)

    • Ownership/Control Alignment: Ownership and management are often linked (directors and shareholders are often the same people).

    Public Companies (detailed)

    • Capital Raising: Aim to raise capital through public share offerings.
    • Prospectus Required: Must issue a prospectus (a formal document listing the company's details).
    • Initial Capital: Substantial (£50,000 minimum).
    • Share Transferability: Generally unrestricted unless otherwise specified.
    • Listing Requirements (Stock Exchange): Public companies can list on stock exchanges, and are subject to additional regulations.

    Running a Company

    • Shareholder Control (General Meeting): Shareholders manage the company through general meetings.
    • Director Appointment: Directors are elected by a majority of shareholders and manage day-to-day operations.
    • Annual Reports: Directors file annual reports to shareholders.
    • Auditing: Accounts must be audited.

    Company Advantages

    • Capital Raising: Easier for public companies due to public share sales.
    • Limited Liability: Protection of members' assets.
    • Longer Lifespan: Does not cease upon the death or transfer of ownership.
    • Formal Structure: Explicit constitution outlines/defines the organisational and power structure.

    Company Disadvantages

    • Increased Regulations: More complex and extensive rules and regulations.
    • Separation of Ownership and Control: Not ideal for smaller enterprises.
    • Set-up/Operational Costs: Significantly higher startup costs due to legal/regulatory requirements.

    Structuring Changes

    • Transitions/Conversions Possible: A business can change its structure (e.g., from sole proprietorship to a company) as its needs evolve.

    MCQ Answers (based on provided text)

    • Sion & Keisha: a) Yes, because partners are jointly and severally liable.
    • Ali: c) Company
    • Business Structure comparison: b) Partnership (easy to set up, flexible, shared risk)

    Corporate Personal & Limited Liability

    • Separate Legal Entity: A business acts and holds assets independently of its owners (individuals involved in the company).
    • Consequences of Separate Personality: Requires rules for agency, fiduciary duties, statutory obligations, and rights.
    • Limited Liability consequence: A result of the separate personality of the company; individual shareholders are only liable to the amount they invested in the company.
    • Distinction: Separate legal personality is a fundamental concept; limited liability is a consequence/result of separate legal personality

    Lifting the Corporate Veil

    • Exceptions to Limited Liability: Certain circumstances allowing courts to hold shareholders personally liable (e.g., fraud, abusing the separate legal personality).
    • Concealment Principle: Court looks behind the company to identify the real players.
    • Evasion Principle: Corporate structure used to avoid or defeat legal obligations. This principle allows courts to "pierce" the corporate veil in cases of fraudulent or evasive activity.

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    Description

    This quiz covers various types of business structures, including sole proprietorships, partnerships, limited partnerships, and corporations. Learn about their characteristics, advantages, and limitations. Test your knowledge on how these structures compare in terms of liability and capital raising.

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