Business Law and Practice

What this module covers

Every section of Business Law and Practice, in the order the course teaches them. This is the whole syllabus for the module, not a selection. Open a section to read the topics inside it.

1. Business Forms: Sole Trader, Partnership, LLP and Company22 topics

   • Sole traders
   • What makes a general partnership
   • Incoming and retiring partners
   • Limited partnerships
   • Limited liability partnerships
   • Separate corporate personality
   • Documents needed to incorporate
   • A partner’s authority to bind the firm
   • Joint and several liability for wrongs
   • Deciding whether a partnership exists
   • Formation and designated members
   • Liability of a member
   • Outgoing members and notice to third parties
   • Clawback of member withdrawals
   • Failed registration and strike off
   • Stamp Duty Land Tax on a transfer to a limited liability partnership
   • Private and public companies compared
   • Promoters, pre-incorporation contracts and novation
   • Rules on a registered company name
   • Separate personality within a group
   • Unlimited companies
   • Competition law in context
2. Partnership Default Rules (Partnership Act 1890)9 topics

   • Equal sharing of profits and losses
   • Management, remuneration and interest
   • Fiduciary duties between partners
   • Partnership property
   • Dissolution and the partnership at will
   • Charging orders and assignment of a share
   • Indemnity and inspection rights
   • Further dissolution rules
   • Salary and interest in the profit allocation
3. Company Constitution: Objects, Capacity, Articles as Contract and Entrenchment4 topics

   • Objects and corporate capacity
   • The articles as a statutory contract
   • Entrenched provisions
   • Limits on altering the articles
4. Directors: Appointment, Removal, Types and General Duties19 topics

   • Minimum number of directors and appointment
   • The types of director
   • Duty to act within powers
   • Duty to promote the success of the company
   • Duty to exercise independent judgment
   • Duty of reasonable care, skill and diligence
   • Duty to avoid conflicts of interest
   • Duty not to accept third-party benefits
   • Duty to declare an interest in a transaction
   • Removal and disqualification
   • Bushell v Faith clauses
   • Loans to directors
   • Relief from liability
   • Directors as agents and their authority
   • Board decision-making mechanics
   • The two-stage board and general meeting procedure
   • Execution of documents by a company
   • Alternate directors and a first annual general meeting
   • Service contracts, pay and quorum
5. Shareholder Rights, Resolutions and Minority Protection10 topics

   • Ordinary and special resolutions
   • Which matters need which resolution
   • An unapproved substantial property transaction
   • Notice and quorum for general meetings
   • Derivative claims
   • Unfair prejudice petitions
   • Written resolutions and their exceptions
   • Members’ inspection rights
   • The five per cent powers and a casting vote
   • Just and equitable winding up
6. Company Secretary, Auditor and Companies House Filings6 topics

   • The company secretary
   • The auditor
   • Continuing filings at Companies House
   • Statutory registers and records
   • Trading disclosures
   • Confirmation statement and accounts traps
7. Share Capital and Company Financing (Equity and Debt)7 topics

   • Allotment and pre-emption rights
   • Dividends and distributable profits
   • Buyback and redemption of shares
   • Debt finance, fixed and floating charges
   • Share classes and class rights
   • Transfer of existing shares
   • Debentures as transferable securities
8. Corporate Insolvency: Procedures and Liquidation Priority8 topics

   • The inability to pay debts test
   • The three types of liquidation
   • Administration
   • Company voluntary arrangements, moratorium and restructuring
   • Receivership
   • The order of payment in a liquidation
   • What counts as a preferential debt
   • Procedural refinements in liquidation
9. Insolvency Clawback: Antecedent Transactions and Wrongful/Fraudulent Trading9 topics

   • The onset of insolvency
   • Preferences
   • Transactions at an undervalue
   • Fraudulent trading
   • Wrongful trading
   • Avoidance of a floating charge
   • Extortionate credit transactions
   • Transactions defrauding creditors
   • The prescribed part
10. Personal Insolvency: Bankruptcy and IVA5 topics

    • The three routes into bankruptcy
    • Individual voluntary arrangements
    • Disabilities of an undischarged bankrupt
    • Distribution and income payments orders
    • The bankrupt’s home and the one-year rule
11. Income Tax (and Dividend Income)14 topics

    • Rates, bands and the order of slices
    • Residence and exempt income
    • Dividend income
    • Calculating trading profit
    • Payment dates and self-assessment
    • Savings and dividend allowances
    • Loss reliefs for individuals
    • The Marriage Allowance
    • Net income and qualifying loan interest
    • Registration dates for the self-employed
    • Basis periods and overlap relief
    • Writing-down allowances and pools
    • The Structures and Buildings Allowance
    • Pay As You Earn mechanics
12. Capital Gains Tax (including BADR)8 topics

    • Rates and the annual exempt amount
    • Business Asset Disposal Relief
    • The other reliefs on a disposal
    • Payment timing and losses
    • The share test for Business Asset Disposal Relief
    • Private Residence Relief and deemed occupation
    • Hold-over relief and Enterprise Investment Scheme mechanics
    • Death and the uplift in base cost
13. Corporation Tax8 topics

    • Rates and total profits
    • Payment dates
    • Losses and extracting profits
    • Close companies
    • Control and associates in a close company
    • Computing taxable total profits
    • A beneficial loan to a participator
    • Roll-over relief for companies
14. Value Added Tax (VAT)9 topics

    • The charge, the rates and taxable supplies
    • The registration threshold
    • The option to tax and accounting
    • The tax fraction and blocked input tax
    • Timing of registration
    • The tax point and its overrides
    • Invoices and penalties
    • The zero-rated and exempt lists
    • Zero-rated and exempt supplies contrasted
15. National Insurance Contributions (NICs)6 topics

    • The classes of contribution
    • Class 1A on benefits in kind
    • The Employment Allowance
    • The Class 2 position
    • Worked calculation: an employee
    • Worked calculation: a self-employed trader
16. Tax Planning, Avoidance and Evasion1 topic

    • Planning, avoidance and evasion distinguished
17. Inheritance Tax: Business Property Relief6 topics

    • Qualifying property and the rates of relief
    • The two-year ownership requirement
    • The investment business exclusion
    • Excepted assets
    • The 2026 allowance cap
    • Interaction with Agricultural Property Relief