Business Law for Accountants

Lecture 7 2020/21
Recap of Lecture 6
• Unfair dismissal
• Wrongful dismissal
• Redundancy
• Data Protection
Company Law
• An entity registered under the Companies Act 2006, or an earlier
Companies Act
Company Law
• An entity registered under the Companies Act 2006, or an earlier
Companies Act
• Legal personality, Salomon v Salomon & Co Ltd (1897)
Company Law
• An entity registered under the Companies Act 2006, or an earlier
Companies Act
• Legal personality, Salomon v Salomon & Co Ltd (1897)
• Liability
– By shares
– By guarantee
“Veil of incorporation”
• A veil drawn between the members and the company
• Can be lifted:
– Groups:
• To produce tax liability, Firestone Tyre and Rubber Co Ltd v
Lewellin (1957)
• To give entitlement to compensation, Smith, Stone & Knight
Ltd v Birmingham Corporation (1939)
• To prevent evasion of excise duty, Re H and others (1996)
“Veil of incorporation”
• A veil drawn between the members and the company
• Can be lifted:
– Groups:
• To produce tax liability, Firestone Tyre and Rubber Co Ltd v
Lewellin (1957)
• To give entitlement to compensation, Smith, Stone & Knight
Ltd v Birmingham Corporation (1939)
• To prevent evasion of excise duty, Re H and others (1996)
– To expose illegality, Daimler Co Ltd v Continental Tyre and Rubber
Co (GB) Ltd (1916)
“Veil of incorporation”
• A veil drawn between the members and the company
• Can be lifted:
– Groups:
• To produce tax liability, Firestone Tyre and Rubber Co Ltd v
Lewellin (1957)
• To give entitlement to compensation, Smith, Stone & Knight
Ltd v Birmingham Corporation (1939)
• To prevent evasion of excise duty, Re H and others (1996)
– To expose illegality, Daimler Co Ltd v Continental Tyre and Rubber
Co (GB) Ltd (1916)
– To prevent evasion of obligations, Gilford Motor Co Ltd v Horne
(1933)
“Veil of incorporation”
• A veil drawn between the members and the company
• Can be lifted:
– Groups:
• To produce tax liability, Firestone Tyre and Rubber Co Ltd v
Lewellin (1957)
• To give entitlement to compensation, Smith, Stone & Knight
Ltd v Birmingham Corporation (1939)
• To prevent evasion of excise duty, Re H and others (1996)
– To expose illegality, Daimler Co Ltd v Continental Tyre and Rubber
Co (GB) Ltd (1916)
– To prevent evasion of obligations, Gilford Motor Co Ltd v Horne
(1933)
– To reveal national identity, Re FG Films Ltd (1953)
“Veil of incorporation”
• A veil drawn between the members and the company
• Can be lifted:
– Groups:
• To produce tax liability, Firestone Tyre and Rubber Co Ltd v
Lewellin (1957)
• To give entitlement to compensation, Smith, Stone & Knight
Ltd v Birmingham Corporation (1939)
• To prevent evasion of excise duty, Re H and others (1996)
– To expose illegality, Daimler Co Ltd v Continental Tyre and Rubber
Co (GB) Ltd (1916)
– To prevent evasion of obligations, Gilford Motor Co Ltd v Horne
(1933)
– To reveal national identity, Re FG Films Ltd (1953)
– By statute: disqualified directors, fraudulent trading, no trading
certificate
Public and private companies
• Plc or Ltd
• Liability
Public and private companies
• Plc or Ltd
• Liability
• Share capital
• Public offers
Public and private companies
• Plc or Ltd
• Liability
• Share capital
• Public offers
• Directors and Company Secretary
• AGM and accounts
Formation of a company
• Memorandum of association
• Application
Formation of a company
• Memorandum of association
• Application
• Statement of capital/guarantee
• Statement of proposed officers
Formation of a company
• Memorandum of association
• Application
• Statement of capital/guarantee
• Statement of proposed officers
• Statement of compliance
• Articles of association
Formation of a company
• Memorandum of association
• Application
• Statement of capital/guarantee
• Statement of proposed officers
• Statement of compliance
• Articles of association
• Trading certificate
• “off the shelf”
Company names
• Prohibited names
• Change of name
• Business name
Administration
• Company records
• The register
Administration
• Company records
• The register
• Accounts and reports
• Audit