“The course fits in with work and family very well.”

ITC Student Survey

CILEx Level 6 Unit 01 Company and Partnership Law - £540

This is a course set at the equivalent to honours-degree level and will give you a really in-depth knowledge of the law.

Who is the course for?

The course is for:

• Associate Members of CILEx using this course as one of their three Level 6 law units to achieve Graduate Membership of CILEx
• any Graduate Member or Chartered Legal Executive of CILEx wishing to use this as the elective subject to fulfil the Solicitors Regulation Authority's academic stage of training
• anyone in a company secretarial role who wishes to know more about the legal entities of companies and partnerships.

What qualification will I get?

Success in the course will lead to the award of a CILEx Level 6 Single Subject Certificate in Company and Partnership Law which is a standalone qualification but can also contribute to the ILEX Level 6 Professional Higher Diploma in Law and Practice.

What will I learn?

The course delivers the CILEx syllabus for this unit. Please click on the link to see the syllabus content expressed in terms of broad learning outcomes as well as the detailed knowledge, understanding and skills that are delivered by the course.  ITC publishes a course manual every year to deliver the CILEx syllabus and the table of contents (2011 edition) is reproduced below. You can also view sample pages from the course manual.

Chapter 1: Overview of the Subject and the Corporate Form
1.1 Introduction
1.1.1 What is company law?
1.1.2 The corporate relationships: the company and its members
1.1.2.1 The company and contractors
1.1.2.2 The company and its directors
1.1.2.3 The company and those who lend to it
1.1.2.4 The company and the Registrar of Companies
1.1.2.5 The company’s other legal relationships
1.1.3 Sources of company law
1.1.4 Partnership
1.2 Companies and partnerships compared
1.3 Company formation
1.4 The concept of a company’s separate legal personality
1.5 Lifting the corporate veil
1.6 The classification of companies
1.7 Types of registered company
1.8 Re-classification of the registered company
1.9 Holding and subsidiary companies
1.10 Model Articles of Association
Chapter 2: Company Formation
2.1 Introduction
2.2 Company promotion
2.3 The legitimate transactions of promotion
2.3.1 Pre-incorporation contracts
2.3.2 Transfer of liability from the promoter to the newly formed company
2.3.3 Recovery of legitimate expenses by the promoter
2.4 Registration
2.4.1 The prescribed documents
2.4.2 The role of the Registrar of Companies
2.4.3 Commencement of business
2.5 Shelf companies
2.6 The company’s name
2.6.1 Regulating the company’s name
2.6.2 Changing the company’s name
2.6.3 Using a business name
2.6.4 Re-use of company names
2.6.5 Publicity of company name and other trading disclosures
2.7 The registered office
2.8 The company seal (or common seal)
Chapter 3: Memorandum of Association
3.1 Introduction
3.2 The importance of the memorandum
3.3 Contents of the memorandum
Chapter 4: Articles of Association
4.1 Introduction
4.2 The nature of the articles
4.3 The s33 contract
4.4 Alteration of the articles
4.5 The objects of the company
4.5.1 The ultra vires doctrine
4.5.2 Reforming the ultra vires doctrine
4.5.3 Powers contained in the objects clause
4.5.4 Powers of directors to bind the company
4.5.5 Constructive notice
Chapter 5: Share Capital
5.1 Introduction
5.2 The terminology
5.3 The raising of capital
5.3.1 The authority to allot shares
5.3.2 Pre-emption rights on allotment
5.3.3 Altering the company’s capital
5.3.4 Other regulations
5.3.5 Filing and summary
5.4 Public offers and associated procedures and listing
5.4.1 The markets for the issue, buying and selling of shares
5.4.2 Methods of raising capital on the markets
5.4.3 Regulation of offers to the public
5.5 Advertising public offers
5.6 Civil liability in the preparation of listing particulars and prospectuses
5.6.1 Potential defendants
5.6.2 Misrepresentation
5.6.3 Breach of contract
5.6.4 Statutory claims
5.7 Criminal liability in the preparation of prospectuses
5.8 Miscellaneous
Chapter 6: Maintenance of Capital
6.1 Introduction
6.2 Reduction of capital
6.2.1 To extinguish or reduce liability on partly paid shares
6.2.2 To cancel paid-up share capital which has been lost or is not represented by available assets
6.2.3 To pay off part of the paid-up share capital out of surplus assets
6.2.4 How to effect a reduction
6.2.4.1 Reduction by private company
6.2.4.2 Reduction by any company
6.2.5 Incidental reduction of capital
6.2.6 Serious loss of capital by a public company: s656 Companies Act 2006
6.3 Redemption and buy-back of shares
6.3.1 Redemption of shares
6.3.1.1 How is redemption effected?
6.3.1.2 Consequences of redemption
6.3.2 Purchase by a company of its own shares (buy-back)
6.3.2.1 Methods of purchase
6.3.2.2 Consequences of buy-back
6.3.3 Redemption or buy-back of shares out of capital
6.3.3.1 Procedure to be followed for payment out of capital
6.4 Financial assistance for purchase of its own shares (ss677–683)
6.4.1 General prohibition on public companies giving financial assistance
6.4.2 Breach of the prohibition
6.4.3 Exceptions
6.4.4 The principal or larger purpose exception
6.4.5 Territorial effect
6.5 Regulating the adequacy of the consideration obtained for shares on allotment
6.5.1 Non-cash consideration
6.6 The share premium account
6.7 The distributable profits rule
6.8 Bonus (capitalisation) issues
Chapter 7: Shares and Membership of a Company
7.1 Introduction
7.2 Membership and its formalities
7.3 The register of members
7.4 The substance of the membership agreement
7.5 Classes of share
7.5.1 The right to vote
7.5.2 The right to a dividend
7.5.3 The right to a return of capital
7.5.4 The right to participate in the distribution of surplus assets
7.6 Variation of class rights
7.6.1 What constitutes a variation of class rights
7.6.2 The procedure for variation
7.6.3 Minority protection
7.7 The transfer of shares
7.7.1 The transfer procedure
7.7.2 Restrictions on transfer
7.7.3 The share certificate
7.7.4 Transfers and fraud
7.7.5 Interests in shares of public companies
7.8 Terminating company membership
7.9 Mortgages of shares
Chapter 8: Borrowing and Charges
8.1 Introduction
8.2 The power to borrow
8.3 Debentures
8.4 Comparison between shares and debenture stock
8.5 Security for borrowing – company charges
8.5.1 Types of charge over company properties
8.5.2 Priority of charges
8.5.3 Registration of charges
8.5.4 Register of charges
8.5.5 Other forms of registration
8.5.6 Discharge of charges
8.5.7 Steps for the prudent lender who requires security
8.6 Enforcement of security
8.6.1 Recovery of borrowing from a company
8.6.2 Receivership
8.7 Guarantees
8.8 Retention of title clauses
Chapter 9: Insider Dealing and Market Abuse
9.1 Introduction
9.2 Insider dealing
9.2.1 Offence of insider dealing
9.2.2 Defences
9.2.3 Terms used in ss52–53 Criminal Justice Act 1993
9.2.4 Penalties for insider dealing
9.2.5 Territorial scope of the Criminal Justice Act 1993
9.2.6 Summary of ss52–64 Criminal Justice Act 1993 and examples
9.2.7 Disqualification for misconduct
9.3 Market abuse
9.3.1 The conditions
9.3.2 Investments and markets
9.3.3 Other issues
9.3.4 Penalties and remedies for market abuse
Chapter 10: Company Meetings
10.1 Introduction
10.2 Board meetings and general meetings compared
10.3 Types of meeting
10.4 Frequency of meetings
10.5 Who convenes general meetings?
10.6 Notice of meetings
10.7 Resolutions
10.8 The tabling of resolutions
10.9 Special notice
10.10 Quorum
10.11 The chairman
10.12 Voting
10.13 Proxies
10.14 Additional requirements for quoted companies
10.15 Alternative forms of decision-making
10.16 Minutes
10.17 Filing with the Registrar
10.18 The shareholder’s freedom to vote
Chapter 11: Directors
11.1 Introduction
11.2 Definition of director
11.3 Formalities of directorship
11.3.1 How many directors?
11.3.2 How are directors appointed?
11.3.3 Are there any age restrictions?
11.3.4 For how long do directors hold office?
11.3.5 How may a directorship be terminated?
11.3.6 What are the notification requirements relating to directors?
11.3.7 Register of directors
11.3.8 Disclosure of transactions with directors
11.4 Directors’ powers
11.4.1 The board of directors
11.4.2 The managing director
11.4.3 The ordinary director
11.4.4 Executive directors
11.4.5 Non-executive directors
11.4.6 Other categories of directors
11.5 Corporate (criminal) liability for directors’ actions
11.5.1 The board of directors
11.5.2 Individual directors
11.5.3 Corporate manslaughter
11.6 Directors as agents
11.6.1 The authority of the board of directors
11.6.2 The managing director
11.6.3 Other directors
11.7 s161 Companies Act 2006
11.8 The rule in Turquand’s case
11.9 Directors’ duties: introduction
11.9.1 The codification of directors’ duties in the Companies Act 2006
11.9.2 To whom are the duties owed?
11.10 The fiduciary duties of directors
11.10.1 Duty to promote the success of the company
11.10.2 Duty to act within powers
11.10.3 Duty to exercise independent judgement
11.10.4 Duty to avoid conflicts of interest
11.10.5 Conflicts of interest and secret profits
11.10.6 Authorisation by the board
11.11 Directors’ duty of care, skill and diligence
11.12 Directors’ interests in company contracts
11.12.1 Substantial and material property transactions
11.12.2 Contracts of employment
11.12.3 Loans to directors
11.12.4 Compensation for loss of office
11.13 Relief from liability
11.14 Corporate governance for listed companies
11.15 The separation of powers between the directors and the general meeting
Chapter 12: The Officers of the Company
12.1 Introduction
12.2 The manager
12.3 The company secretary
12.4 Auditors
Chapter 13: Minority Protection and Investigation
13.1 Introduction
13.2 Majority rule and the rule in Foss v Harbottle [1843]
13.3 Minority protection
13.3.1 Wrongs which cannot be waived by ordinary resolution
13.3.2 Infringement of the member’s personal rights
13.3.2.1 Personal rights based on the articles
13.3.2.2 Other personal actions by members against directors
13.3.2.3 The problem of reflective loss
13.3.2.4 Personal actions and representative actions
13.3.3 Derivative claims
13.3.4 The statutory remedies
13.3.4.1 s994 Companies Act 2006: Unfair prejudice
13.3.4.2 s122(1)(g) Insolvency Act 1986: Just and equitable winding-up
13.4 BIS investigations
Chapter 14: Winding-up by the Court
14.1 Introduction
14.2 The grounds for compulsory winding-up
14.3 Jurisdiction
14.4 The petitioners
14.5 The court’s powers
14.6 The commencement of winding-up
14.7 The role of the Official Receiver
14.8 The liquidation committee
14.9 The liquidator
14.10 The liquidator’s powers
14.11 The liquidator’s duties
14.12 Contributories
14.13 Other aspects of the liquidator’s role
14.14 The court’s general powers
14.15 The end of the road
Chapter 15: Voluntary Winding-up
15.1 Introduction
15.2 Procedures
15.3 Members’ voluntary winding-up
15.4 Creditors’ voluntary winding-up
15.5 The powers and duties of the liquidator
15.6 Conclusion
Chapter 16: Elements Common to all Liquidations
16.1 Introduction
16.2 Payment of the company’s debts
16.2.1 Proving the company’s debts
16.2.2 Order of repayment of debts
16.2.3 Preferential creditors (ss175, 386 and Sch 6)
16.2.4 Unsecured creditors
16.2.5 The rights of the shareholders
16.3 Preferences (s239)
16.4 Extortionate credit transactions
16.5 Invalid floating charges (s245)
16.6 Transactions at an undervalue (s238)
16.7 Fraudulent trading (s213)
16.8 Wrongful trading by directors
16.9 Disclaimer of onerous property (s178)
16.10 Misfeasance proceedings
16.11 Restriction on re-use of company names
16.12 Offences by officers
16.13 The effect of winding-up on execution and attachment (s183)
16.14 The liquidator’s qualification and conduct
16.15 Issues relating to the conduct of the liquidation
16.16 Striking defunct companies off the register
16.17 Revival of a dissolved company
Chapter 17: Company Reconstructions
17.1 Introduction
17.2 Financial restructuring
17.2.1 Voluntary arrangements under ss1–7 Insolvency Act 1986
17.2.2 Administration
17.2.2.1 Initiation of administration
17.2.2.2 Effect of administration
17.2.2.3 Process of administration
17.2.2.4 Functions of the administrator
17.2.2.5 Ending administration
17.2.3 Small company moratorium
17.2.3.1 Eligible companies
17.2.3.2 The effect of the moratorium
17.2.3.3 Procedure for securing a moratorium
17.2.3.4 Approval of a voluntary arrangement
17.2.3.5 Responsibility of the nominee
17.2.3.6 Directors’ responsibilities
17.3 Sale under the articles
17.4 Part 26 Companies Act 2006
17.5 Reconstruction under s110 Insolvency Act 1986
17.6 The Insolvency Act 1986 and the Companies Act 2006 procedures compared and contrasted
17.7 Takeovers
17.7.1 The City Code on Takeovers and Mergers
17.7.2 Compulsory acquisition
Chapter 18: The Nature of Partnership
18.1 Introduction
18.2 Definition of partnership
18.2.1 A business in common
18.2.2 Carried on with a view of profit
18.2.3 By or on behalf of the partners
18.3 Profits as a key determinant of the partnership
18.3.1 s2(3) Partnership Act 1890
18.3.2 The receipt by a person of a debt or other liquidated amount by instalments or otherwise out of profits
18.3.3 A contract for the remuneration of a servant or agent by a share of profits
18.3.4 The receipt of an annuity by the widow or child of a deceased partner as a portion of profits
18.3.5 The advance of money by way of a loan to a person engaged or about to engage in business
18.3.6 The receipt by a person of a portion of the profits of a business in consideration of the sale by him of the goodwill of that business
18.4 Lender as postponed creditor
Chapter 19: Formation of a Partnership
19.1 Introduction
19.2 The form of the agreement
19.3 Capacity
19.4 Illegal partnerships and discrimination
19.5 The partnership name
19.6 Legal status
19.7 Proceedings by or against partnerships
19.8 Duration of the partnership
19.9 Application of the Partnership Act 1890
19.10 The partnership articles: the substance of the relationship
Chapter 20: Relations Between the Partners
20.1 Introduction
20.2 The management of the partnership
20.3 The legal relationship
20.4 Partnership property
20.5 The working relationship
20.5.1 Share of profits and losses
20.5.2 Right of indemnity
20.5.3 Interest on advances
20.5.4 Interest on capital
20.5.5 Management and remuneration
20.5.6 Introduction of new partners
20.5.7 Settlement of differences
20.5.8 The partnership books
20.5.9 Expulsion of a partner
20.6 Retirement from a partnership at will
20.7 Duties of the parties between themselves
20.7.1 Duty of partners to render true accounts and full information (s28)
20.7.2 Duty of partners to account for secret profits (s29)
20.7.3 Duty of a partner not to compete with the firm (s30)
20.7.4 Partner’s duty of care and skill
20.8 Assignment of partnership share
Chapter 21: Liability and Rights in Respect of Outsiders
21.1 Introduction
21.2 The partner’s authority
21.3 The power of a partner to bind the firm
21.3.1 Business of the kind carried on by the firm
21.3.2 Carrying on in the usual way
21.3.3 Acts always outside the usual authority of a partner in both trading and non-trading firms
21.4 Where a partner acts on his own account
21.5 Liability of partners in respect of contracts
21.6 Liability of partners for wrongful acts or omissions
21.7 Misapplication of money or property of a third party
21.8 Improper employment of trust property
21.9 Liability of apparent partners (s14)
21.10 Liability of incoming and outgoing partners
21.11 Effect of a change in the firm’s constitution on a continuing guarantee
Chapter 22: Dissolution of Partnership
22.1 Introduction
22.2 Methods of dissolution
22.2.1 Dissolution by mutual agreement
22.2.2 Dissolution by an express clause in the agreement
22.2.3 Dissolution by expiration or notice (s32)
22.2.4 Dissolution by death, bankruptcy or charge (s33)
22.2.5 Dissolution by illegality (s34)
22.2.6 Dissolution by the court (s35)
22.2.7 Dissolution by an arbitrator
22.3 The consequences of dissolution
22.3.1 Notice of dissolution (s37)
22.3.2 Continuing authority of partners for the purposes of winding-up (s38)
22.3.3 Return of premium on dissolution
22.3.4 Rights where partnership dissolved for fraud or misrepresentation (s41)
22.3.5 Duty to assist in getting in assets of firm
22.3.6 Rights as to application of assets
22.3.7 Goodwill
22.3.8 Disposal of goodwill
22.3.9 Personal appointments
22.3.10 Final accounts
22.3.11 Right of outgoing partner to share in profits made after dissolution (s42)
22.3.12 Retiring or deceased partner’s share as debt (s43)
22.4 Rules for the distribution of assets (s44)
22.5 Deferred creditors
22.6 Bankruptcy
22.7 The insolvent partnership
22.8 Application of assets
Chapter 23: Limited Liability Partnerships
23.1 Introduction
23.2 The benefit of the limited liability partnership
23.3 The nature of the limited liability partnership
23.3.1 A separate legal entity
23.3.2 Capacity of the limited liability partnership
23.4 Incorporation
23.5 Name of the limited liability partnership
23.6 Registered office
23.7 Membership and members’ relationship with one another
23.7.1 The rights and duties of members
23.7.2 Former members
23.7.3 Designated members
23.7.4 Membership changes
23.8 Authority of members
23.9 Disclosure obligations
23.9.1 Accounts
23.9.2 Changes in membership
23.9.3 Annual return
23.9.4 Name
23.9.5 Registration of charges
23.10 Winding-up
23.10.1 Liability of members in an insolvent winding-up
23.10.2 Liability of member for withdrawals before winding-up
23.11 Disqualification
 

Application

Download: CILEx courses application form 2011-12.pdf

Apply on-line through the course shop.

CILEx - the professional body | Terms & Conditions | Disclaimer

Tel: 01234 844 300 | Email: itslaw@ilex-tutorial.ac.uk

Copyright © 2010 ILEX Tutorial College