Podcast
Questions and Answers
What is one of the primary reasons businesses are established?
What is one of the primary reasons businesses are established?
- To expand into international markets
- To remain competitive in the industry
- To offer employment opportunities
- To make a profit (correct)
Which business structure is characterized by having at least one general partner and one limited partner?
Which business structure is characterized by having at least one general partner and one limited partner?
- Limited liability partnership
- Limited partnership (correct)
- Partnership
- Sole trader
What governs the operations of companies in England and Wales?
What governs the operations of companies in England and Wales?
- Companies Act 1990
- Charities Act 2011
- Corporate Governance Code
- Companies Act 2006 (correct)
Which of the following is NOT a characteristic of a sole trader business model?
Which of the following is NOT a characteristic of a sole trader business model?
How are profits typically handled in a business after they are realized?
How are profits typically handled in a business after they are realized?
What defines a limited liability partnership (LLP)?
What defines a limited liability partnership (LLP)?
Which of the following best describes the typical governance structure of public listed companies?
Which of the following best describes the typical governance structure of public listed companies?
What is the primary characteristic that differentiates a private company from a public company?
What is the primary characteristic that differentiates a private company from a public company?
What is the minimum age requirement for a director under CA 2006?
What is the minimum age requirement for a director under CA 2006?
What is the primary purpose of having at least one individual director?
What is the primary purpose of having at least one individual director?
Which type of director is required to spend most of their time working on company business?
Which type of director is required to spend most of their time working on company business?
According to CA 2006, which type of directors do not participate in daily operations of the company?
According to CA 2006, which type of directors do not participate in daily operations of the company?
What defines a 'shadow director' under CA 2006?
What defines a 'shadow director' under CA 2006?
Which of the following statements is true about the roles of directors and shareholders in small private companies?
Which of the following statements is true about the roles of directors and shareholders in small private companies?
Under which section of CA 2006 is the role of a shadow director defined?
Under which section of CA 2006 is the role of a shadow director defined?
What characterizes the responsibilities of all types of directors under CA 2006 and insolvency legislation?
What characterizes the responsibilities of all types of directors under CA 2006 and insolvency legislation?
What is a key characteristic that differentiates an LLP from a sole trader or traditional partnership?
What is a key characteristic that differentiates an LLP from a sole trader or traditional partnership?
In a Limited Liability Partnership, how are the members typically taxed?
In a Limited Liability Partnership, how are the members typically taxed?
Which organization is responsible for registering Limited Liability Partnerships?
Which organization is responsible for registering Limited Liability Partnerships?
What happens in the absence of a formal Members’ Agreement in an LLP?
What happens in the absence of a formal Members’ Agreement in an LLP?
What rights do members in a Limited Liability Partnership have regarding decision making?
What rights do members in a Limited Liability Partnership have regarding decision making?
Which of the following statements is true regarding the management of an LLP?
Which of the following statements is true regarding the management of an LLP?
What is required for a member to assign their membership in an LLP?
What is required for a member to assign their membership in an LLP?
What is the liability of members in an LLP regarding third parties?
What is the liability of members in an LLP regarding third parties?
What constitutes a valid quorum for a board meeting according to Article 11(2) MA?
What constitutes a valid quorum for a board meeting according to Article 11(2) MA?
In which scenario is a referral to shareholders necessary?
In which scenario is a referral to shareholders necessary?
What is the usual method for passing board resolutions during a meeting?
What is the usual method for passing board resolutions during a meeting?
What is required for reasonable notice of a board meeting if directors are located in different buildings?
What is required for reasonable notice of a board meeting if directors are located in different buildings?
Which role might be empowered to call a board meeting?
Which role might be empowered to call a board meeting?
What is a potential limitation on the chairman regarding casting votes?
What is a potential limitation on the chairman regarding casting votes?
What can be considered a common requirement for board meetings based on Browne v La Trinidad?
What can be considered a common requirement for board meetings based on Browne v La Trinidad?
Which of these is NOT an example of a situation where shareholder approval is required?
Which of these is NOT an example of a situation where shareholder approval is required?
What must be included in the application for incorporation if the company has a share capital?
What must be included in the application for incorporation if the company has a share capital?
What document is issued to a company once its incorporation application is approved?
What document is issued to a company once its incorporation application is approved?
What is the primary advantage of using a shelf company?
What is the primary advantage of using a shelf company?
What information is NOT included in the certificate of incorporation?
What information is NOT included in the certificate of incorporation?
Under what circumstance must a company provide details of the guarantee in its incorporation application?
Under what circumstance must a company provide details of the guarantee in its incorporation application?
What identifies a company legally after its incorporation?
What identifies a company legally after its incorporation?
Which statement is incorrect about the incorporation process?
Which statement is incorrect about the incorporation process?
What element of a company’s certificate can be changed later?
What element of a company’s certificate can be changed later?
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Study Notes
Different Legal Forms of Business
- Key business structures are sole trader, partnership, limited partnership, limited liability partnership, private company, and public company.
- Sole trader is a business structure where a single individual is responsible for all aspects of the business, including the risks and liabilities.
- Partnership is a business structure where two or more individuals agree to share the profits and losses of their business.
- Limited partnership is a type of partnership with two types of partners: general partners who manage the business and have unlimited liability, and limited partners who invest but do not actively manage the business and have limited liability.
- Limited liability partnership (LLP) is a business structure that offers its partners limited liability, meaning the partners are only liable for the amount they contribute, similar to a company.
Company Law
- The Companies Act 2006 governs all companies in England and Wales.
- Certificate of incorporation is a document issued by the Registrar of Companies confirming the existence of a company as a legal entity.
- Public companies are allowed to offer their shares to the general public and are required to meet certain regulatory requirements.
- Private companies restrict share ownership to a small number of individuals and are not legally obliged to publish financial information.
- Shelf companies are pre-incorporated companies that can be purchased and used quickly as a business structure.
Directors
- A company must have at least one director who is a natural person.
- Directors owe certain duties to the company, including duty of care, duty of skill, and duty of loyalty.
- Different types of directors include executive directors, non-executive directors, shadow directors, de facto directors, and alternate directors.
Board Meetings
- Board meetings are held by directors to make decisions on company business.
- All directors must receive reasonable notice of the board meeting.
- Quorum is the minimum number of directors required to be present for a valid board decision.
- Voting at board meetings is typically done by a show of hands, with each director having one vote.
Matters Referred to Shareholders
- Certain decisions require approval by the shareholders, such as:
- Amendments to the company's articles of association
- Changes to the company's constitution
- This ensures that the company operates in accordance with the wishes of its owners.
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