BLP Part 1
SGS 1
Activity 1 General questions about preferred company structure
Activity 2 General questions about private v public company
Checklist of practical / admin matters covered when introducing a new client – PCR
1. Conflict check – CCS Para 6
2. AML Check / KYC – identifying client = CCS para 8.1 + check MLR regulation compliance
3. Competent / capacity + will be delivered in a timely manner – CCS Para 3.2
4. File admin – open new matter
5. Team members
6. Costs – hourly rates + estimate – CCS para 8.7
7. Complaints procedures – CCS para 8.3
8. Client Care Letter + signed by client
9. Scope of work – confirmation of client's instructions, anything needed from the client
10. Timeframe
11. Money on account – payment upfront prior to starting work
12. How clients should communicate with you, and how you can best communicate with them
Business plan
• His history and background
1. Business mission statement / objectives
2. Products or services
3. Market info
4. Resources employed
5. Management / operations requirements
6. Financial info
7. Summary action plan
8. Appendices – CV
1
, BLP Part 1
Sole Trader Company Partnership LLP
Governing Commercial Companies Act 2006 Partnership Act 1890 • LLPA 2000
statute and tax Default position: • LLPR 2001
legislation as • Profits shared equally • Companies Act 2006
for individuals • No Salary
• Either can take decisions
• Leaving partnership = dissolution
• Expulsion requires unanimous consent
Liability of Unlimited Limited to the amount unpaid on their Partners have unlimited personal liability on either a Partners liability limited
investors personal shares (s 3(2) CA 2006) joint, or a joint and several basis determined by the and are not personally
liability of nature of the liability liable over and above their
individual But note that may require personal capital share in the LLP
guarantee
Personal guarantee may
be required
Legal status Individual Separate legal personality – artificial legal No separate legal personality from the individuals Separate legal person
of the person forming the partnership
business
medium
Number of 1 1 (s 7(1) CA 2006) 2 2
persons If a business is carried on
needed for over 6 months after
the LLP is down to one
member, that member
becomes jointly and
severally liable, with the
LLP, for debts incurred
after the 6-month grace
period – i.e. the benefit of
limited liability is lost.
2
, BLP Part 1
Expenses Nill • Administration and legal costs in Nill, although a partnership agreement (deed) is • Administration costs in
before / in submitting to Companies House strongly advisable, and this will have associated legal submitting LLIN01
set-up • Creation of / amendment of articles of costs • Registration fee
association and memorandum • Creation of members'
• Registration fee agreement
• Submitting confirmation statement, Printing LLP stationery, as
accounts the LLP’s name must
Company stationery appear on all the same
documents as required of
a company
Publicity and Register for Registered with Companies House: None; register for self-assessment individually Registration at Companies
disclosure self-assessment House:
with HMRC; no • Registered office (s 86 CA 2006)
CH • Accounts (s 441 CA 2006) • Registered office (s
requirements • Resolutions of the members, such as 2(2)(c) + (d) LLPA
special resolutions to change the 2000)
companies articles (ss 29 + 30 CA • Details of members (s
2006) 2(2)(e) LLPA 2000)
• List of PSCs, with changes to CH within • Accounts – 2008 Regs
14 days – PSC Register (SBEEA 2015) • PSCs (SBEEA 2015) –
• Statements of Capital where share filed and updated
capital has changed during the year within 15 days
• For large companies, information re: • For large LLPs, publish
payment practices and policies, bi- details of payment
annually practices and policies
Ongoing Minimal • Accounts annually Minimal Similar to a company –
expenses • Auditing of accounts where not small • Accounts annually
Confirmation Statement • Audit of accounts
where not small
3
, BLP Part 1
Confirmation statement +
fee
Management n/a • In accordance with CA 2006 and No fixed structure to be followed – should be set out in No fixed structure to be
structure Articles partnership agreement; followed – should be set
• Directors take day-to-day decisions as S 24 PA 1890 – in absence of provisions in a partnership out in Members'
agents of the company via board agreement – ordinary matters decided by a majority of Agreement; If no MA,
meetings, decided by a majority, the partners; change to nature of partnership business Regulations 7 + 8 LLPR
managing director having the casting requires unanimity 2001 apply ~ same as for
vote partnership
• Shareholders have ultimate control as
owners, their consent needed for
fundamental changes (e.g. to Articles)
Financing Personal loans Broad range of loans, creating floating Limited to personal loans Broader range of financing
methods charges, share issuances. available, including loans +
charges
• NB personal guarantee will remove over assets
benefit of limited liability NO SHARE ISSUANCE
4
SGS 1
Activity 1 General questions about preferred company structure
Activity 2 General questions about private v public company
Checklist of practical / admin matters covered when introducing a new client – PCR
1. Conflict check – CCS Para 6
2. AML Check / KYC – identifying client = CCS para 8.1 + check MLR regulation compliance
3. Competent / capacity + will be delivered in a timely manner – CCS Para 3.2
4. File admin – open new matter
5. Team members
6. Costs – hourly rates + estimate – CCS para 8.7
7. Complaints procedures – CCS para 8.3
8. Client Care Letter + signed by client
9. Scope of work – confirmation of client's instructions, anything needed from the client
10. Timeframe
11. Money on account – payment upfront prior to starting work
12. How clients should communicate with you, and how you can best communicate with them
Business plan
• His history and background
1. Business mission statement / objectives
2. Products or services
3. Market info
4. Resources employed
5. Management / operations requirements
6. Financial info
7. Summary action plan
8. Appendices – CV
1
, BLP Part 1
Sole Trader Company Partnership LLP
Governing Commercial Companies Act 2006 Partnership Act 1890 • LLPA 2000
statute and tax Default position: • LLPR 2001
legislation as • Profits shared equally • Companies Act 2006
for individuals • No Salary
• Either can take decisions
• Leaving partnership = dissolution
• Expulsion requires unanimous consent
Liability of Unlimited Limited to the amount unpaid on their Partners have unlimited personal liability on either a Partners liability limited
investors personal shares (s 3(2) CA 2006) joint, or a joint and several basis determined by the and are not personally
liability of nature of the liability liable over and above their
individual But note that may require personal capital share in the LLP
guarantee
Personal guarantee may
be required
Legal status Individual Separate legal personality – artificial legal No separate legal personality from the individuals Separate legal person
of the person forming the partnership
business
medium
Number of 1 1 (s 7(1) CA 2006) 2 2
persons If a business is carried on
needed for over 6 months after
the LLP is down to one
member, that member
becomes jointly and
severally liable, with the
LLP, for debts incurred
after the 6-month grace
period – i.e. the benefit of
limited liability is lost.
2
, BLP Part 1
Expenses Nill • Administration and legal costs in Nill, although a partnership agreement (deed) is • Administration costs in
before / in submitting to Companies House strongly advisable, and this will have associated legal submitting LLIN01
set-up • Creation of / amendment of articles of costs • Registration fee
association and memorandum • Creation of members'
• Registration fee agreement
• Submitting confirmation statement, Printing LLP stationery, as
accounts the LLP’s name must
Company stationery appear on all the same
documents as required of
a company
Publicity and Register for Registered with Companies House: None; register for self-assessment individually Registration at Companies
disclosure self-assessment House:
with HMRC; no • Registered office (s 86 CA 2006)
CH • Accounts (s 441 CA 2006) • Registered office (s
requirements • Resolutions of the members, such as 2(2)(c) + (d) LLPA
special resolutions to change the 2000)
companies articles (ss 29 + 30 CA • Details of members (s
2006) 2(2)(e) LLPA 2000)
• List of PSCs, with changes to CH within • Accounts – 2008 Regs
14 days – PSC Register (SBEEA 2015) • PSCs (SBEEA 2015) –
• Statements of Capital where share filed and updated
capital has changed during the year within 15 days
• For large companies, information re: • For large LLPs, publish
payment practices and policies, bi- details of payment
annually practices and policies
Ongoing Minimal • Accounts annually Minimal Similar to a company –
expenses • Auditing of accounts where not small • Accounts annually
Confirmation Statement • Audit of accounts
where not small
3
, BLP Part 1
Confirmation statement +
fee
Management n/a • In accordance with CA 2006 and No fixed structure to be followed – should be set out in No fixed structure to be
structure Articles partnership agreement; followed – should be set
• Directors take day-to-day decisions as S 24 PA 1890 – in absence of provisions in a partnership out in Members'
agents of the company via board agreement – ordinary matters decided by a majority of Agreement; If no MA,
meetings, decided by a majority, the partners; change to nature of partnership business Regulations 7 + 8 LLPR
managing director having the casting requires unanimity 2001 apply ~ same as for
vote partnership
• Shareholders have ultimate control as
owners, their consent needed for
fundamental changes (e.g. to Articles)
Financing Personal loans Broad range of loans, creating floating Limited to personal loans Broader range of financing
methods charges, share issuances. available, including loans +
charges
• NB personal guarantee will remove over assets
benefit of limited liability NO SHARE ISSUANCE
4
