BLP Consolidation
SGS 1 – Business Medias and Engaging clients
Key Feature Sole Trader Partnership LLP LTD PLC
Governing None Partnership Act LLP Act CA 06 CA 06
Statue
s.59(1) ends in LTD s.58(1) ends in PLC
Liability of Unlimited Partners have Liability is Liability is limited: members are only liable
Investors personal unlimited limited: to pay any amount unpaid on their shares –
liability. personal individual s.3(2) CA 2006.
liability on members are
either a joint, or not personally
a joint and liable over and
several basis above their
determined by capital share
the nature of in the LLP
the liability
Legal status Not a Not a separate Separate legal Separate legal entity
separate legal entity. The entity.
legal entity, partners are the
the trader is partnership.
the business
Number of 1 Min of 2 Min of 2 Min of 1 person Min of 1 person
persons (member) – s.7(1) (member) – s.7(1)
needed to and 8(1) and 8(1)
set up the
business. Also can min 1 Also can min 2
director (s.154(1)) directors (s.154(2))
Company secretary Company secretary
not required required (s.271)
(s.270(1))
Expenses None None, but Incorporation Incorporation Incorporation
before or partnership doc, documents documents
due to agreement registration required : required :
setting up recommended fee, llp memorandum and memorandum and
the business agreement AoA – this may AoA – this may
recommended require lawyers. require lawyers.
Needs certificate of Needs certificate of
incorporation to incorporation to
commence business commence business
(s.15(4)) (s.15(4)) – to
commence business
Needs minimum only trading certificate
of 1 share (s.8(1)(b)) will be issued by
– LTD can be better if registrar showing
you don’t have a lot that company’s
of starting finance. allotted share capital
is less than minimum
Registration fee (£50,000 – s.763(1)
(a)(b)) s.761(1)(2)
1
, Registration fee
Publicity and None None Similar to Must disclose registered office (s.86 CA),
disclosure companies accounts (s.411 CA), information on
directors, information on the share capital,
notification of certain resolutions, PSC
register
Ongoing None None Accounts must Accounts must be prepared annually
expenses necessary, necessary, be prepared,
after the although although and Must file a Confirmation Statement at least
business is usually usually confirmation once a year
set up accountants accountants will statement
will be be involved in
involved in keeping
keeping accounts.
accounts
Management No legal In accordance A few default Meetings of directors and shareholders must
and requirements with provisions, be in accordance with CA and AoA
structure of partnership except from
business agreement that , LLP May want to amend MA, therefore legal
agreement. SO costs
few
formalities
Available Sole trader Partners can LLP can Company can Company can
methods of can borrow. borrow. Cannot borrow. borrow. borrow.
financing create floating
Cannot charges. Cannot Can create Can create floating Can create floating
create raise finance by floating charges. charges.
floating issuing shares. charges.
charges. Again, if members Again, if members
If any give personal give personal
Cannot raise financing is guarantees, limited guarantees, limited
finance by underwritten liability is lost. liability is lost.
issuing by a
shares. member’s Can raise finance by Can raise finance by
personal issuing shares – issuing shares – can
guarantee, cannot issue to the issue to public in
this public (s.755(1)) . accordance with
effectively But no restriction on FSMA . Also shares
removes the method of payment payments must be in
safety of (s.582(1)(2)), and cash only or where
limited doesn’t need to be consideration has
liability. paid in full. been independently
valued (s.593(1)).
Cannot raise Needs to 25% paid
finance by up.
issuing shares
The process by which law firms engage new clients
2
, 1. Conflict of interest check: To identify whether the client or the work proposed conflicts with any
work for any other clients of the firm
2. Money Laundering check: To verify client’s identity to comply with Money Laundering Regs 2007
3. You should tell them about costs and our fees
4. As a firm do, we have time to do the work ; also the competence or expertise
5. Complaints procedure
6. Fee earners: information of who will be dealing with their case
7. This information has to passed on in writing, through letter of engagement, getting them to sign
and send it back to confirm they are aware of all these things. Set out the terms on which you will
act for the client.
Group Business System
Isolate risk – each subsidiary risk is limited to the subsidiary themselves, especially useful if new venture
therefore you are not sure whether the company will perform well.
Own management system – each subsidiary is its own company with its own directors , and management
system.
Easy to sell off – if the company does well, it will be easy to sell off.
3
, SGS 2
Procedure Plan
BM1
Who calls it? Any director can do so (MA9(1))
Notice Period – reasonable notice according to what is usual for the company La Trinidad
Quorum – 2 (MA11(2))
Agenda
To report on [XXXXX]
Propose board resolutions to
[Any actions directors need to take]
Short notice:
Approve the form of notice of the GM. The contents of the notice will include: i) date, time and
place of meeting (s.311); ii) precise wording of special resolution (s.283(6)) [and ordinary
resolutions as good practice]; and iii) a statement that a member may appoint a proxy (s.325(1));
Call a GM (s.302) to move special resolutions to (i) [XXXX], (ii) [XXX]
Direct the company secretary to give notice of the GM in accordance with s.308 and send it to:
i) every member of the Company (s.310(1)(a)); and
ii) every director of the Company (s.310(1)(b));
iii) the Company’s auditors (s.502(2))
Written Resolution:
To propose a written resolution to [XXXXXX] (s.288(3)(a))
To approve the form of written resolution, including the following:
o If this is a special resolution it must be designated as such (s.283(3)(a));
o the resolution must be accompanied by instructions to the shareholders as to how to
‘vote’ (ss.291(4)(a) and 296) and identify the lapse date (ss.291(4)(b) and 297); and
To direct the company secretary to send or submit the resolution to each member (s.291(2) CA
06) and to send a copy of the written resolution to auditors (s.502(1) CA 06).
Direct company secretary to deal with any PMM’s for matters dealt with by the directors
Voting?
Board must agree by majority decision at the board meeting (MA 7(1))
Close/Adjourn (If planning short notice)/ Adjourn (for written resolution to be signed, but depends how
long end date on WR is)
PMMs
Company secretary to file the following with the Registrar of Companies
o X
Company books
o Write up minutes of the board meeting (s.248(1))
4
SGS 1 – Business Medias and Engaging clients
Key Feature Sole Trader Partnership LLP LTD PLC
Governing None Partnership Act LLP Act CA 06 CA 06
Statue
s.59(1) ends in LTD s.58(1) ends in PLC
Liability of Unlimited Partners have Liability is Liability is limited: members are only liable
Investors personal unlimited limited: to pay any amount unpaid on their shares –
liability. personal individual s.3(2) CA 2006.
liability on members are
either a joint, or not personally
a joint and liable over and
several basis above their
determined by capital share
the nature of in the LLP
the liability
Legal status Not a Not a separate Separate legal Separate legal entity
separate legal entity. The entity.
legal entity, partners are the
the trader is partnership.
the business
Number of 1 Min of 2 Min of 2 Min of 1 person Min of 1 person
persons (member) – s.7(1) (member) – s.7(1)
needed to and 8(1) and 8(1)
set up the
business. Also can min 1 Also can min 2
director (s.154(1)) directors (s.154(2))
Company secretary Company secretary
not required required (s.271)
(s.270(1))
Expenses None None, but Incorporation Incorporation Incorporation
before or partnership doc, documents documents
due to agreement registration required : required :
setting up recommended fee, llp memorandum and memorandum and
the business agreement AoA – this may AoA – this may
recommended require lawyers. require lawyers.
Needs certificate of Needs certificate of
incorporation to incorporation to
commence business commence business
(s.15(4)) (s.15(4)) – to
commence business
Needs minimum only trading certificate
of 1 share (s.8(1)(b)) will be issued by
– LTD can be better if registrar showing
you don’t have a lot that company’s
of starting finance. allotted share capital
is less than minimum
Registration fee (£50,000 – s.763(1)
(a)(b)) s.761(1)(2)
1
, Registration fee
Publicity and None None Similar to Must disclose registered office (s.86 CA),
disclosure companies accounts (s.411 CA), information on
directors, information on the share capital,
notification of certain resolutions, PSC
register
Ongoing None None Accounts must Accounts must be prepared annually
expenses necessary, necessary, be prepared,
after the although although and Must file a Confirmation Statement at least
business is usually usually confirmation once a year
set up accountants accountants will statement
will be be involved in
involved in keeping
keeping accounts.
accounts
Management No legal In accordance A few default Meetings of directors and shareholders must
and requirements with provisions, be in accordance with CA and AoA
structure of partnership except from
business agreement that , LLP May want to amend MA, therefore legal
agreement. SO costs
few
formalities
Available Sole trader Partners can LLP can Company can Company can
methods of can borrow. borrow. Cannot borrow. borrow. borrow.
financing create floating
Cannot charges. Cannot Can create Can create floating Can create floating
create raise finance by floating charges. charges.
floating issuing shares. charges.
charges. Again, if members Again, if members
If any give personal give personal
Cannot raise financing is guarantees, limited guarantees, limited
finance by underwritten liability is lost. liability is lost.
issuing by a
shares. member’s Can raise finance by Can raise finance by
personal issuing shares – issuing shares – can
guarantee, cannot issue to the issue to public in
this public (s.755(1)) . accordance with
effectively But no restriction on FSMA . Also shares
removes the method of payment payments must be in
safety of (s.582(1)(2)), and cash only or where
limited doesn’t need to be consideration has
liability. paid in full. been independently
valued (s.593(1)).
Cannot raise Needs to 25% paid
finance by up.
issuing shares
The process by which law firms engage new clients
2
, 1. Conflict of interest check: To identify whether the client or the work proposed conflicts with any
work for any other clients of the firm
2. Money Laundering check: To verify client’s identity to comply with Money Laundering Regs 2007
3. You should tell them about costs and our fees
4. As a firm do, we have time to do the work ; also the competence or expertise
5. Complaints procedure
6. Fee earners: information of who will be dealing with their case
7. This information has to passed on in writing, through letter of engagement, getting them to sign
and send it back to confirm they are aware of all these things. Set out the terms on which you will
act for the client.
Group Business System
Isolate risk – each subsidiary risk is limited to the subsidiary themselves, especially useful if new venture
therefore you are not sure whether the company will perform well.
Own management system – each subsidiary is its own company with its own directors , and management
system.
Easy to sell off – if the company does well, it will be easy to sell off.
3
, SGS 2
Procedure Plan
BM1
Who calls it? Any director can do so (MA9(1))
Notice Period – reasonable notice according to what is usual for the company La Trinidad
Quorum – 2 (MA11(2))
Agenda
To report on [XXXXX]
Propose board resolutions to
[Any actions directors need to take]
Short notice:
Approve the form of notice of the GM. The contents of the notice will include: i) date, time and
place of meeting (s.311); ii) precise wording of special resolution (s.283(6)) [and ordinary
resolutions as good practice]; and iii) a statement that a member may appoint a proxy (s.325(1));
Call a GM (s.302) to move special resolutions to (i) [XXXX], (ii) [XXX]
Direct the company secretary to give notice of the GM in accordance with s.308 and send it to:
i) every member of the Company (s.310(1)(a)); and
ii) every director of the Company (s.310(1)(b));
iii) the Company’s auditors (s.502(2))
Written Resolution:
To propose a written resolution to [XXXXXX] (s.288(3)(a))
To approve the form of written resolution, including the following:
o If this is a special resolution it must be designated as such (s.283(3)(a));
o the resolution must be accompanied by instructions to the shareholders as to how to
‘vote’ (ss.291(4)(a) and 296) and identify the lapse date (ss.291(4)(b) and 297); and
To direct the company secretary to send or submit the resolution to each member (s.291(2) CA
06) and to send a copy of the written resolution to auditors (s.502(1) CA 06).
Direct company secretary to deal with any PMM’s for matters dealt with by the directors
Voting?
Board must agree by majority decision at the board meeting (MA 7(1))
Close/Adjourn (If planning short notice)/ Adjourn (for written resolution to be signed, but depends how
long end date on WR is)
PMMs
Company secretary to file the following with the Registrar of Companies
o X
Company books
o Write up minutes of the board meeting (s.248(1))
4
