Legal Practice Course - Business Law and Practice Summary Notes
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Course
LPC - Legal Practice Course
Institution
LPC - Legal Practice Course
These are summary notes on the Business Law and Practice module in the LPC. These summary notes are designed for a quick revision in preparing for the assessment so you can get good a good grade. They cover all the essential topics of the business law and practice module, including the legal framew...
Module: Business Law and Practice
Programme: Legal Practice Course
ZONE 1
Procedure Plan
BM1
Who calls? Any director (MA 9 (1))
Notice? Reasonable notice according to what is usual for the
company (Browne v La Trinidad)
Quorum? 2 (MA 11 (2))
Voting? Majority decision (MA 7 (1))
Disclosure of Interest? Director to disclose an interest in the
transaction – if relevant (s.177 (1))
Agenda? Apply to scenario.
Approve the form of notice of the GM;
Call a GM;
Direct the company secretary to give notice of the GM in
accordance with s.308 to every member and director (s.310
(1) (a) and (b).
Close BM/Adjourn BM (if on short notice).
Post Meeting Matters? Apply to scenario.
GM1
Who calls? The directors (s.302 (1))
,Notice? Standard notice – at least 14 clear days (s.307 (1) and
s.360 (2))
Short notice – needs to be agreed by a majority of shareholders
and who represent at least 90% of the eligible share capital (s.307
(5)).
Written resolution – must provide a copy of the written resolution to
every eligible member (s.291 (2)) accompanied by a statement
informing members how to signify their agreement and the time
frame (s.291 (4)). A resolution will be passed as soon as majority
of members have signified their agreement to it.
Quorum? 2 (s.318 (2)) or 1 for single member companies (s.318
(1)).
If the shareholder is a company needs to see a copy of the board
minutes authorising a corporate representative at the GM (s.323
(1)).
Voting? Must vote on a show of hands (each shareholder has only
one vote irrespective of the number of shares held) unless a poll is
demanded (votes counted in proportion to the number of shares
held by each shareholder) (MA 42 (1)).
Close BM or Reconvene BM 2 if held on short notice.
BM2
Who calls/Notice/Quorum/Voting?
Same as BM1.
Note – Does MA 14 (1) apply as this prevents a director from
voting on a BR in which he has an interest. Check articles to see if
this has been removed.
, Agenda? Apply to scenario. Need to report resolutions passed at
GM and implement them.
If contract/agreement will always need: -
BR to approve the final terms of the contract/agreement.
BR to authorise a signatory to the contract on behalf of the
company.
BR to instruct company secretary to deal with PMM.
Close BM.
Post Meeting Matters? Apply to the scenario.
Pre-Incorporation Liabilities
A company becomes a legal entity once it has received its
certificate of incorporation (s.16 (3)).
S.51 (1) states that the person claiming to act for, or as an agent
of, the company is personally liable on the contract unless there is
any agreement to the contrary.
Therefore, a contract made prior to the incorporation of the
company will make the person purporting that contract personally
liable (Phonogram Ltd v Lane).
Setting up a New Company/Shelf Company
Appointment of new directors – BM1
BR to appoint new directors (MA 17 (1) (b)) and co-sec to file form
AP01 notifying the appointment of new directors at CH within 14
days (s.167 (1) (a)).
Resignation of existing directors – BM1
BR needs to accept resignations with immediate effect (MA 18 (F))
and co-sec to file form TM01 notifying resignation of directors at
CH within 14 days (s.167 (1) (a)).
Appointment of new chairperson – BM1
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