Legal Practice Course Business Law (Sept 2019)
BPP University - Legal Practice Course – Own Summary Notes (Sept 2019 – Jun 2020)
Business Law (Sept 2019)
Contents
Subject Page
Setting Up and Financing a Company
Different Types of Business 3
Private Company v Public Company 4
Normal Decision Procedure 5
Short Notice Procedure 9
Written Procedure (Private Companies ONLY) 10
Procedure Converting a Shelf Company Procedure 14
Amending Model Articles 19
Issue and Allotment of Shares (5 Steps) 20
Debt Finance 1: Equity v Debt Finance 21
Debt Finance 2: Debt Finance Steps 22
Directors
Directors’ Duties 24
Substantial Property Transactions (SPT) 25
Long Term Service Contract 26
Procedure to Approve STP and Long-Term Service Contracts 27
Loans to Directors 32
Quasi Loans to Directors 34
Credit to Directors 35
Loans, Quasi Loans, Credit: Sanctions for Non-Compliance 36
© Timothy John Tyne Page 1 of 73
,Legal Practice Course Business Law (Sept 2019)
Shareholders
Procedure for the Removal of a Director 37
Employment Law 38
Buyback of Own Shares 39
Redemption – Buyback of Redeemable Shares 40
Procedure for Purchase of Own Shares from PROFITS 41
Written Procedure for Purchase of Redeemable Shares using Share Capital 45
(Private Companies ONLY)
FSMA 2000 Decisions 50
Acquisitions
Acquisitions 1: Share Sale v Asset Sale 51
Acquisitions 2: Financial Assistance 52
Tax and Business Accounts
Income Tax 54
Capital Gains Tax 56
Corporate Tax 58
Business Accounts 60
Insolvency
Insolvency Procedures 64
Statutory Rules on Order of Priority 65
Directors’ Insolvency Responsibilities 66
Directors’ Voidable Transactions 67
Misfeasance, Wrongful and Fraudulent Trading 68
Changes in Business Law since 2019 69
Appendix: Internet links to various forms/documents 70
List of cases in chronological order with page it first appears 71
List of legislation in chronological order with page it first appears 72
Bibliography and References 73
© Timothy John Tyne Page 2 of 73
,Legal Practice Course Business Law (Sept 2019)
Setting Up and Financing a Company
Different Types of Business
Sole Trader Partnership Limited Liability Limited Company
Partnership (LLP)
Governing - Partnership Act LLP Act 2000 Companies Act
Statute 1890 – PA 1890 LLP Reg. 2001 2006- CA 2006
Legal Status Not a separate legal entity Body Corporate
Documents - Partnership LLP Agreement Articles of
Agreement Recommended Association s9(5)
Recommended (a) CA 2006
Mandatory
Liability Individuals Liable Investors Liable up to Capital Share
Number to Set up 1 2 2 1 s7(1) CA 2006
Reporting - - Office, Officers, Members, PSC,
(changes, Accounts
records) Ltd Cos – Share
Capital
Financing Borrowing Borrowing, Floating Charge
Ltd Cos – Issue
Shares
Tax Individuals Liable Investors Liable Company Liable
© Timothy John Tyne Page 3 of 73
, Legal Practice Course Business Law (Sept 2019)
Private Company v Public Company
Private Company Public Company
Name s59(1) CA 2006 Ltd s58(1) CA 2006 PLC
Minimum number of s7(1) CA 2006 One
Shareholders
Minimum number of Directors s154(1) CA 2006 One s154(2) CA 2006 Two
Company Secretary necessary s270(1) CA 2006 No s271 CA 2006 Yes
Documents required to trade s154(4) CA 2006 Certificate of Incorporation
s761(1)(2) CA 2006 Trading
Certificate – Public Co. ONLY
Minimum share capital s8(1)(b) CA 2006 1 share s763(1)(a)(b) CA 2006 £50,000
Offer to public s775(1) CA 2006 No Yes, subject to Financial
Services and Markets Act 2000 -
FSMA 2000 *
Minimum amount of paid up Can be issued without payment s586(1) CA 2006 25% of
share capital nominal value and ALL of
premium on ALLOTMENT
* The FSMA 2023 has since made changes including
Revoking retained EU laws most notably Prospectus Regulation, the Market Abuse
Regulation, the Capital Requirements Regulation and the Markets in Financial Instruments
Regulation. Retained EU law which has been incorporated into the rulebooks of the Financial
Conduct Authority (FCA) and Prudential Regulation Authority (PRA) will not be revoked by
the FSMA 2023. Instead, these rules can be updated by the regulators themselves.
Granting HM Treasury the power to determine which activities will fall within the designated
activities regime (DAR0 that replaces regulation in revoked EU laws.
Granting HM Treasury the power to designate a third party a “critical third party” making
them subject to regulation.
Authorised firms wishing to promote unauthorised firms must now obtain permission to do
so through the Financial Promotional Gateway.
© Timothy John Tyne Page 4 of 73
BPP University - Legal Practice Course – Own Summary Notes (Sept 2019 – Jun 2020)
Business Law (Sept 2019)
Contents
Subject Page
Setting Up and Financing a Company
Different Types of Business 3
Private Company v Public Company 4
Normal Decision Procedure 5
Short Notice Procedure 9
Written Procedure (Private Companies ONLY) 10
Procedure Converting a Shelf Company Procedure 14
Amending Model Articles 19
Issue and Allotment of Shares (5 Steps) 20
Debt Finance 1: Equity v Debt Finance 21
Debt Finance 2: Debt Finance Steps 22
Directors
Directors’ Duties 24
Substantial Property Transactions (SPT) 25
Long Term Service Contract 26
Procedure to Approve STP and Long-Term Service Contracts 27
Loans to Directors 32
Quasi Loans to Directors 34
Credit to Directors 35
Loans, Quasi Loans, Credit: Sanctions for Non-Compliance 36
© Timothy John Tyne Page 1 of 73
,Legal Practice Course Business Law (Sept 2019)
Shareholders
Procedure for the Removal of a Director 37
Employment Law 38
Buyback of Own Shares 39
Redemption – Buyback of Redeemable Shares 40
Procedure for Purchase of Own Shares from PROFITS 41
Written Procedure for Purchase of Redeemable Shares using Share Capital 45
(Private Companies ONLY)
FSMA 2000 Decisions 50
Acquisitions
Acquisitions 1: Share Sale v Asset Sale 51
Acquisitions 2: Financial Assistance 52
Tax and Business Accounts
Income Tax 54
Capital Gains Tax 56
Corporate Tax 58
Business Accounts 60
Insolvency
Insolvency Procedures 64
Statutory Rules on Order of Priority 65
Directors’ Insolvency Responsibilities 66
Directors’ Voidable Transactions 67
Misfeasance, Wrongful and Fraudulent Trading 68
Changes in Business Law since 2019 69
Appendix: Internet links to various forms/documents 70
List of cases in chronological order with page it first appears 71
List of legislation in chronological order with page it first appears 72
Bibliography and References 73
© Timothy John Tyne Page 2 of 73
,Legal Practice Course Business Law (Sept 2019)
Setting Up and Financing a Company
Different Types of Business
Sole Trader Partnership Limited Liability Limited Company
Partnership (LLP)
Governing - Partnership Act LLP Act 2000 Companies Act
Statute 1890 – PA 1890 LLP Reg. 2001 2006- CA 2006
Legal Status Not a separate legal entity Body Corporate
Documents - Partnership LLP Agreement Articles of
Agreement Recommended Association s9(5)
Recommended (a) CA 2006
Mandatory
Liability Individuals Liable Investors Liable up to Capital Share
Number to Set up 1 2 2 1 s7(1) CA 2006
Reporting - - Office, Officers, Members, PSC,
(changes, Accounts
records) Ltd Cos – Share
Capital
Financing Borrowing Borrowing, Floating Charge
Ltd Cos – Issue
Shares
Tax Individuals Liable Investors Liable Company Liable
© Timothy John Tyne Page 3 of 73
, Legal Practice Course Business Law (Sept 2019)
Private Company v Public Company
Private Company Public Company
Name s59(1) CA 2006 Ltd s58(1) CA 2006 PLC
Minimum number of s7(1) CA 2006 One
Shareholders
Minimum number of Directors s154(1) CA 2006 One s154(2) CA 2006 Two
Company Secretary necessary s270(1) CA 2006 No s271 CA 2006 Yes
Documents required to trade s154(4) CA 2006 Certificate of Incorporation
s761(1)(2) CA 2006 Trading
Certificate – Public Co. ONLY
Minimum share capital s8(1)(b) CA 2006 1 share s763(1)(a)(b) CA 2006 £50,000
Offer to public s775(1) CA 2006 No Yes, subject to Financial
Services and Markets Act 2000 -
FSMA 2000 *
Minimum amount of paid up Can be issued without payment s586(1) CA 2006 25% of
share capital nominal value and ALL of
premium on ALLOTMENT
* The FSMA 2023 has since made changes including
Revoking retained EU laws most notably Prospectus Regulation, the Market Abuse
Regulation, the Capital Requirements Regulation and the Markets in Financial Instruments
Regulation. Retained EU law which has been incorporated into the rulebooks of the Financial
Conduct Authority (FCA) and Prudential Regulation Authority (PRA) will not be revoked by
the FSMA 2023. Instead, these rules can be updated by the regulators themselves.
Granting HM Treasury the power to determine which activities will fall within the designated
activities regime (DAR0 that replaces regulation in revoked EU laws.
Granting HM Treasury the power to designate a third party a “critical third party” making
them subject to regulation.
Authorised firms wishing to promote unauthorised firms must now obtain permission to do
so through the Financial Promotional Gateway.
© Timothy John Tyne Page 4 of 73
