Business Structures Quiz
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Questions and Answers

Which business structure has the characteristic of unlimited liability for its debts and obligations?

  • Both LLP and Company
  • Company
  • Limited Liability Partnership (LLP)
  • Sole proprietorship (correct)
  • What document should record the profit share and participation in management for a partnership?

  • Articles of Association
  • Partnership Agreement (correct)
  • LLP Agreement
  • Shareholders' Agreement
  • In which business structure is the liability of members generally limited to their initial capital contribution?

  • Sole proprietorship
  • Limited Liability Partnership (LLP) (correct)
  • General partnership
  • Both sole proprietorship and general partnership
  • Which of the following is a disadvantage associated with establishing a company?

    <p>Time-consuming establishment process and on-going filing requirements (C)</p> Signup and view all the answers

    What is a primary benefit that outweighs the disadvantages of a company structure?

    <p>Limited liability (C)</p> Signup and view all the answers

    Which business structure is known for being cost-effective and offering a quick route into business with no initial registration requirements?

    <p>Sole proprietorship (B)</p> Signup and view all the answers

    What document, other than a Partnership Agreement, could be used to record an alternative agreement about profit share and management participation?

    <p>LLP Agreement (C)</p> Signup and view all the answers

    What is a key characteristic shared by both a general partnership and a sole proprietorship, when compared to a Limited Liability Partnership?

    <p>Unlimited liability (A)</p> Signup and view all the answers

    Which business structure will be directly impacted by the bankruptcy of its owner?

    <p>Sole Proprietorship (C)</p> Signup and view all the answers

    What is required for the transfer of a general partnership business to a third party?

    <p>The transfer is not possible (B)</p> Signup and view all the answers

    Which entity's business is considered an asset of its members that can be freely transferred?

    <p>Sole Proprietorship (D)</p> Signup and view all the answers

    How is the transfer of an LLP member's interest to a third party handled?

    <p>It is subject to the restrictions in the LLP Agreement. (D)</p> Signup and view all the answers

    Which of the following business structures is NOT directly affected by the death of one of its members?

    <p>Company (B)</p> Signup and view all the answers

    What is true regarding the transfer of shares in a company?

    <p>Shares can transfer to a third party, subject to the restrictions in the articles of association (A)</p> Signup and view all the answers

    For which entity is the business considered to be collectively owned by its partners?

    <p>General Partnership (C)</p> Signup and view all the answers

    What is the status of a business after the death of a sole proprietor?

    <p>The business will cease. (C)</p> Signup and view all the answers

    Which information must be included in the register of members of a company?

    <p>The name and address of each member (C)</p> Signup and view all the answers

    What must a company include in the register if it becomes a single member company?

    <p>A note stating that it has only one member (A)</p> Signup and view all the answers

    What is required of a company with more than 50 members regarding the register?

    <p>Keep an index of the members’ names (D)</p> Signup and view all the answers

    Who is allowed to inspect the register of members?

    <p>Members and the general public for a fee (D)</p> Signup and view all the answers

    What does the PSC register maintain?

    <p>Details of persons with significant control over the company (A)</p> Signup and view all the answers

    What is the minimum membership required for a public company?

    <p>1 member (B)</p> Signup and view all the answers

    What is the minimum share capital required for a public company?

    <p>£50,000 (B)</p> Signup and view all the answers

    How many directors are required for a private company?

    <p>1 (B)</p> Signup and view all the answers

    Which suffix is used for a public limited company?

    <p>plc (B)</p> Signup and view all the answers

    What is required of public companies regarding Annual General Meetings (AGM)?

    <p>They must hold an AGM (B)</p> Signup and view all the answers

    What distinguishes public companies from private companies in terms of trading shares?

    <p>Public companies can trade shares publicly (C)</p> Signup and view all the answers

    Which of the following statements is true regarding the commencement of business for a public company?

    <p>They need a certificate stating minimum share capital (A)</p> Signup and view all the answers

    Which of the following is not a requirement for a private company?

    <p>Hold Annual General Meetings (B)</p> Signup and view all the answers

    What percentage of member approval is required for a special resolution to amend the articles?

    <p>75% (C)</p> Signup and view all the answers

    Which article covers the appointment of company directors?

    <p>Article 17 (D)</p> Signup and view all the answers

    What must the company do to ensure the amendment is recognized after it is made?

    <p>Register the amendment within 15 days (C)</p> Signup and view all the answers

    What effect does an amendment have if it involves adding or altering the company's objects?

    <p>It will not be effective until registered (D)</p> Signup and view all the answers

    Which article discusses the administration of share capital?

    <p>Article 23 (D)</p> Signup and view all the answers

    Entrenched provisions in the articles can only be amended under what condition?

    <p>If specified conditions or procedures are met (B)</p> Signup and view all the answers

    What is the maximum time allowed for the company to send a copy of the amended articles to the Registrar after an amendment takes effect?

    <p>15 days (C)</p> Signup and view all the answers

    What is one of the key elements addressed in articles regarding members?

    <p>Meeting organization and validity conditions (B)</p> Signup and view all the answers

    What is a final dividend?

    <p>A dividend given after the annual accounts have been drawn up (D)</p> Signup and view all the answers

    Which of the following defines a distribution of a company's assets?

    <p>Any distribution of assets, either in cash or otherwise, to members (C)</p> Signup and view all the answers

    What must be true for a distribution to be considered lawful?

    <p>It must come from profits available for distribution (A)</p> Signup and view all the answers

    What is the consequence if a distribution is found to be unlawful?

    <p>Members who knew of the unlawfulness may need to repay the sum (D)</p> Signup and view all the answers

    Who is responsible for maintaining the register of members in a company?

    <p>The directors and the company secretary, if appointed (A)</p> Signup and view all the answers

    What is unique about the register of members for private companies?

    <p>It can be kept with the Registrar of Companies instead of maintaining a separate one (D)</p> Signup and view all the answers

    What happens to a company's register of members if it ceases to be a private company?

    <p>Details of the membership at the Registrar will discontinue (C)</p> Signup and view all the answers

    How long must a company keep details of previous members in its register?

    <p>10 years from the date they ceased membership (B)</p> Signup and view all the answers

    Flashcards

    Sole Proprietorship

    A business structure where one person owns and operates the entire business, assuming all profits and unlimited liability for debts.

    Partnership

    A business structure with two or more individuals who share profits and losses, with each partner having unlimited liability for the business's debts.

    Limited Liability Partnership (LLP)

    A legal structure where the business is separate from its owners, offering limited liability protection for its members. This means their personal assets are shielded from business debts.

    Limited Liability Company (LLC)

    A legal structure where the business is a separate entity from its owners, offering limited liability protection for its shareholders. This means their personal assets are protected from business debts.

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    Articles of Association

    The legal document outlining the framework of a company, including ownership structure, shareholder rights, and responsibilities.

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    Partnership Agreement

    An agreement outlining the terms of a partnership, including profit sharing, decision-making, and liability distribution.

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    LLP Agreement

    An agreement defining the rights and responsibilities of the members of a Limited Liability Partnership (LLP).

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    Shareholders' Agreement

    A contract specifying the rights and obligations of shareholders in a Limited Liability Company (LLC).

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    Listed Public Company

    A company whose shares are traded on a stock exchange.

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    Unlisted Public Company

    A public company whose shares are not traded on a stock exchange.

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    Delisted Public Company

    A public company that has chosen to no longer have its shares traded on a stock exchange.

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    Private Company

    A company owned and controlled by a small group of individuals.

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    Minimum Share Capital

    A legal requirement specifying the minimum amount of capital a public company must have.

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    Minimum Membership

    The minimum number of individuals required to form a company.

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    Minimum Paid Shares

    The amount of share capital that must be paid up by the shareholders.

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    Annual General Meeting (AGM)

    A formal meeting of the shareholders of a company.

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    Sole Proprietorship: Continuity

    A business structure where the owner is personally liable for all debts and obligations. Its continuity is tied to the owner: if the owner dies, goes bankrupt, or leaves the business, the sole proprietorship ceases to exist.

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    Partnership: Continuity

    A business structure where partners are personally liable for debts. The death or bankruptcy of a partner dissolves the partnership. Transferring partnership ownership requires all partners' agreement.

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    LLP: Continuity

    A business structure where partners are not personally liable for debts beyond their investment. The bankruptcy, death, or departure of a partner does not affect the LLP's existence.

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    Company: Continuity

    A business structure with separate legal personality from its owners. Its continuity is not affected by the death, bankruptcy, or departure of a shareholder.

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    Sole Proprietorship: Transferability

    In a sole proprietorship, the business is considered the owner's personal asset and can be freely transferred like any other personal property.

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    Partnership: Transferability

    In a general partnership, the business is an asset owned collectively by the partners. Transferring ownership requires the agreement of all partners. An individual partner cannot sell their share without the others' consent.

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    LLP: Transferability

    In an LLP, the business is an asset of the LLP itself. A member can transfer their interest to a third party, subject to restrictions in the LLP Agreement.

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    Company: Transferability

    The business of a company is an asset of the company, not its owners. A shareholder can transfer ownership of their shares to a third party.

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    Register of Members

    A company with a share capital must maintain a record of its members, including their names, addresses, and shareholdings.

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    Membership Dates

    The register must contain details about the date each member joined and left the company.

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    Shareholding Details

    This includes the number and type of shares each member owns, as well as how much they have paid for them.

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    Single Member Company

    If a company is owned by just one person, the register must specifically mention this.

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    Index of Members

    A company with over 50 members must create an index to easily locate member information.

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    What is the role of directors in a company?

    The company's directors are responsible for making decisions and managing the company, including appointing new directors

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    How do Articles of Association relate to shares?

    Articles of Association include provisions for creating different classes of shares, like ordinary shares or preference shares, with distinct rights and benefits.

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    How do Articles of Association govern member meetings?

    The Articles govern how company meetings are conducted, including the required notice period and voting procedures.

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    What is a special resolution?

    A special resolution requires at least 75% of the members to approve it, providing a higher level of consensus.

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    What happens when a company wants to amend its Articles?

    Amendments to a company's Articles of Association must adhere to specific procedures and registration requirements to be valid

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    What is a provision for entrenchment?

    A provision for entrenchment in the Articles makes it harder to amend specific provisions, requiring special conditions or procedures to be met.

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    Why are entrenched provisions important for a company?

    Entrenched provisions make it more difficult to change key aspects of a company's structure, ensuring stability and consistency. They are often used to safeguard fundamental aspects.

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    Final Dividend

    A dividend paid after the company's annual accounts have been finalized, typically for a 12-month period.

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    Distribution

    Any way a company shares its assets with its members, whether it's cash or something else.

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    Sources of Distributions

    The source of funds for distributions to members. This includes accumulated profits (minus already utilized profits) and less accumulated losses (minus already written off losses).

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    Liability for Unlawful Distribution

    A member who knew or should have known that a distribution was unlawful is responsible for repaying the company.

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    Director Liability for Unlawful Distribution

    Directors who recommended an unlawful distribution may be liable to the company for any losses.

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    Private Company Membership Records

    A private company can choose to keep its members' details with the Registrar of Companies instead of maintaining its own register. This information is publicly available.

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    Discontinuing Membership Holding with Registrar

    If a private company stops being private or chooses to keep its own register, the details will be removed from the Registrar of Companies.

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    Study Notes

    Forms of Business Organisations

    • Sole Proprietorship: suited to small businesses with one owner, requiring little capital. The owner has full responsibility and unlimited liability. Cost-effective with no initial or ongoing disclosure requirements.

    • Partnership: suited to small businesses with two or more owners, requiring little capital. Partners share responsibility and unlimited liability. Cost-effective with no initial or ongoing disclosure requirements.

    • LLP: suited to larger businesses with two or more members, requiring significant capital. Members have equal participation and limited liability for the debts of the business. Can be costly to establish and involves ongoing filing requirements.

    • Private Company Limited by Shares: suited to larger businesses needing capital. Members don't have automatic management rights or dividends; any alternative agreement must be recorded in the articles of association or a shareholders' agreement. Limited liability for the initial capital contribution of each member. Costly and time-consuming to establish with ongoing filing requirements.

    Ownership and Management

    • Sole Proprietorship: the owner is the manager.
    • Partnership: general partners are the owners, and share equal participation in management.
    • LLP: members are owners but may not be automatically entitled to management participation.
    • Private Company: members are owners, but may be automatically entitled to be directors.

    Funding

    • Sole Proprietorship: limited to personal financial resources of the owner.
    • Partnership: limited to personal financial resources of general partners.
    • LLP: can be provided by members from personal financial resources and can borrow money in its own right.
    • Private Company: can be provided by members from personal resources, can borrow money, and raise capital by selling shares.
    • Sole Proprietorship: none
    • Partnership: none
    • LLP: is a separate legal person from its members
    • Private Company: is a separate legal person from its members

    Liability of Owners

    • Sole Proprietorship: unlimited
    • Partnership: unlimited
    • LLP: limited to the initial capital contribution of each member
    • Private Company: limited to the initial capital contribution of each member

    Initial and Ongoing requirements

    • Sole Proprietorship: none
    • Partnership: none
    • LLP: specified statutory procedure on incorporation and ongoing disclosure and filing requirements.
    • Private Company: specified statutory procedure on incorporation and ongoing disclosure and filing requirements.

    Costs

    • Sole Proprietorship: none
    • Partnership: none
    • LLP: can be costly and time-consuming to establish with filing requirements
    • Private Company: can be costly and time-consuming to establish with filing requirements

    Continuity

    • Sole Proprietorship: ceases on owner's bankruptcy, death, etc.
    • Partnership: dissolves on partner's bankruptcy, death, etc.
    • LLP: unaffected by member's bankruptcy, death, etc.
    • Private Company: unaffected by member's bankruptcy, death, etc.

    Transferability

    • Sole Proprietorship: freely transferable, as assets are owned by the owner.
    • Partnership: not freely transferable without agreement between partners.
    • LLP: can be transferred but subject to the restrictions (if any) in the agreement.
    • Private Company: can be transferred but subject to restrictions in the articles of association.

    Taxation

    • Sole Proprietorship: owner personally taxed on all profits.
    • Partnership: each partner personally taxed on their share of profit.
    • LLP: members are personally taxed on their share of profit.
    • Private Company: company pays corporation tax; members pay tax on dividends.

    Legislation

    • Sole Proprietorship: none
    • Partnership: Partnership Act 1890
    • LLP: LLP Act 2000
    • Private Company: Companies Act 2006

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    Description

    Test your knowledge on different business structures and their characteristics. This quiz covers topics such as liability, profit sharing, and advantages of various business forms, including partnerships and companies. See how well you understand the nuances of business organization!

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