CILEx Level 6 Unit 16 The Practice of Company and Partnership Law
CILEx Level 6 Unit 16 The Practice of Company and Partnership Law - £570
This is a course set at the equivalent to the LPC in academic standard and will give you an in-depth knowledge of how to apply the law relating to the setting up, running and dissolution of companies and partnerships in England and Wales.
Who is the course for?
The course is for you if you are:
- a Chartered Legal Executive student selecting this unit for the Level 6 legal practice option
- a legal practitioner working in the commercial department of a law firm or in the in-house legal department of a commercial organisation who needs to learn, or refresh, this area of practice
- a law graduate paralegal working in a law firm or in in-house legal department of a commercial organisations wishing to gain LPC-level knowledge of the Practice of Company and Partnership Law
- a company secretary wishing to gain knowledge in implementing company law
We recommend that practitioners should also study CILEx Level 6 Unit 01 Company and Partnership Law which delivers the legal knowledge on which the procedures are based, unless a similar course has already been studied at degree level.
What qualification will I get?
Success in the course will lead to the award of an ILEX Level 6 Single Subject Certificate in The Practice of Company and Partnership Law which is a standalone qualification but can also contribute to the CILEx Level 6 Professional Higher Diploma in Law and Practice or the CILEx Graduate Fast-track Diploma.
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: Business Media
1.1 Introduction
1.2 Partnerships, limited liability partnerships and companies compared
1.2.1 Personality
1.2.2 Formation and regulation
1.2.3 Liability for debts
1.2.4 Perpetual succession
1.2.5 Ownership of assets
1.2.6 Capital requirements
1.2.7 Management and agency
1.3 Summary
Chapter 2: Nature of Partnership
2.1 Introduction
2.2 Definition of partnership
2.3 A business
2.4 Carried on in common
2.5 By two or more persons
2.6 Carried on with a view of profit
2.7 Summary
Chapter 3: Formation of Partnerships
3.1 Introduction
3.2 Commencement of partnership
3.3 Variation of terms of partnership
3.4 Capacity
3.5 Illegal purpose
3.6 Number of partners
3.7 Discrimination
3.8 Legal status
3.9 Partnership name
3.10 Duration and dissolution of partnership
3.11 Summary
Chapter 4: Relations Between Partners
4.1 Introduction
4.2 Fiduciary and contractual duties of partners
4.2.1 Duty to render accounts
4.2.2 Duty to account for private profits
4.2.3 Duty not to compete with the firm
4.2.4 Contractual extension of duties of a fiduciary nature
4.3 The working relationship
4.3.1 Introduction
4.3.2 Management
4.3.3 Decision-making
4.3.4 Capital and profits
4.3.5 Interest on capital and advances to the firm
4.3.6 Partnership books
4.3.7 Indemnity
4.3.8 Summary
4.4 The relationship of joint ownership
4.5 Post-partnership relationship
4.5.1 Assignments of partnership shares
4.6 Summary
Chapter 5: Partners’ Relations with Outsiders
5.1 Introduction
5.2 Liability for the debts of the business
5.3 Relationship between the authority of a partner and partnership decision making
5.4 Liability of apparent partners – holding out
5.5 Liability for wrongful acts and omissions and for misapplication of money or property of a third party
5.6 Summary
Chapter 6: Dissolution of Partnerships
6.1 Introduction
6.2 Statutory dissolution mechanisms
6.2.1 Automatic dissolution
6.2.2 Dissolution by the court
6.3 Dissolution by other events
6.3.1 Charge of share of partnership property
6.3.2 Dissolution by expiration of term or statutory notice
6.3.3 Express provisions relating to termination
6.4 Other terms relating to dissolution
6.4.1 Goodwill
6.4.2 Restraint of trade clauses
6.4.3 Expulsion
6.5 Management of dissolution
6.5.1 Introduction
6.5.2 Statutory provisions to regulate dissolution
6.5.2.1 Public notification of dissolution
6.5.2.2 Continuing authority of partners for purpose of winding up
6.5.2.3 Retiring or deceased partner’s share as debt
6.5.2.4 Outgoing partner’s right to share in profits made after dissolution
6.5.2.5 Right of partners as to application of partnership property
6.5.3 Contractual terms to manage retirement
6.6 Dissolution and the distribution of assets
6.7 Summary
Chapter 7: Taxation – Income Tax
7.1 Introduction
7.2 The tax year and statutory income
7.2.1 Profits for self-employed individuals
7.2.2 Income of employees and office-holders
7.3 Calculating taxable income
7.3.1 Charges on income
7.3.2 Income tax loss relief for the self-employed
7.3.3 Personal pensions tax relief
7.3.4 Personal allowances, rates of tax and taxable income
7.3.4.1 Income tax rates and allowances
7.3.4.2 Worked example of income tax calculation
7.4 Payment of income tax
7.5 Dividend income
7.6 Summary
Chapter 8: Taxation – Capital Taxes
8.1 Introduction
8.2 Capital gains tax
8.2.1 Calculating the chargeable capital gain
8.2.1.1 The basic equation
8.2.1.2 Exemptions which reduce the basic gain
8.2.1.3 Reliefs which operate to defer payment of capital gains tax
8.2.1.4 Other significant reliefs
8.2.2 Rates of capital gains tax and calculating the tax
8.2.3 Disposal of shares on buy-back by company
8.2.4 Capital gains tax in context
8.3 Inheritance tax
8.3.1 Rates of tax – a worked example
8.3.2 Reducing the liability for inheritance tax – reliefs and exemptions
8.3.2.1 Reliefs and exemptions on lifetime transfers
8.3.2.2 Reliefs and exemptions for both lifetime transfers and transfers on death
8.3.3 Other inheritance tax issues
8.3.3.1 The relationship between inheritance tax and capital gains tax on gifts
8.3.3.2 Payment by instalments
8.3.3.3 Close companies
8.4 Summary
Chapter 9: Taxation – VAT and Stamp Duty
9.1 Introduction
9.2 Value added tax
9.3 Stamp duty and stamp duty land tax
9.4 Stamp duty reserve tax
9.5 Summary
Chapter 10: Forming a Company
10.1 Introduction
10.2 Taking instructions
10.2.1 “Tailor-made” or “shelf”
10.2.2 Types of company
10.3 Steps leading to incorporation
10.4 Documents required for registration
10.4.1 Objects
10.4.2 Liability
10.5 The Memorandum of Association
10.5.1 Subscribers
10.5.2 Share capital
10.6 Articles of Association
10.6.1 Name
10.6.2 Model Articles of Association
10.6.3 Shareholders’ agreement
10.6.4 Directors’ power to allot shares
10.6.5 Statutory pre-emption rights
10.6.6 Lien
10.6.7 Calls
10.6.8 Communications to members
10.6.9 Directors
10.6.10 Rotation
10.6.11 Directors’ borrowing powers
10.6.12 Alternate directors
10.6.13 Directors’ interests in contracts
10.6.14 Redemption and purchase of shares
10.6.15 Transfer of shares
10.6.16 Removal of director
10.6.17 Other provisions
10.6.18 Subscribers
10.7 IN01 – Application to register a company
10.8 Certificate of incorporation
10.9 The first board meeting
10.10 Pre-incorporation contracts
10.11 Names
10.11.1 Requirements for the use of a business name
10.11.2 Passing off
10.12 Summary
Chapter 11: Corporate Decision-Making
11.1 Introduction
11.2 Types of company meeting
11.3 Outline of the decision-making processes
11.4 Proceedings of directors’ meetings
11.4.1 Introduction
11.4.2 Constitutional provisions relating to directors’ meetings
11.4.2.1 Calling directors’ meetings
11.4.2.2 Regulation of proceedings
11.4.2.3 Quorum for directors’ meetings
11.4.2.4 Decision making
11.4.2.5 Resolving disputes in directors’ meetings
11.4.3 Directors’ written resolutions
11.4.4 Minutes of board meetings
11.4.5 Conduct of directors’ meetings
11.5 Decision-making by shareholders
11.5.1 General meetings
11.5.2 Conduct of general meetings
11.6 Summary
Chapter 12: Directors, Officers and Auditors
12.1 Introduction
12.2 Division of powers within a company
12.3 Number of directors
12.4 Appointment of directors
12.4.1 Subsequent appointments
12.5 Disqualification of directors
12.5.1 Grounds for disqualification
12.5.2 Undischarged bankrupt
12.5.3 Contravention of disqualification order
12.6 Termination of office
12.6.1 Automatic termination
12.6.2 Removal
12.6.3 Compensation
12.7 Alternate directors
12.8 Shadow directors
12.9 Directors’ powers
12.10 Delegation of directors’ powers
12.11 Managing director
12.12 Directors’ duties
12.12.1 Fiduciary duties
12.12.2 Duties of care and skill
12.12.3 Statutory duties
12.12.4 Duties to shareholders
12.12.5 Duties to third parties
12.12.6 Relief from liability
12.13 Statutory provisions concerning directors
12.13.1 Directors’ interests in contracts, transactions and arrangements
12.13.2 Directors’ service contracts
12.13.3 Substantial property transactions
12.13.4 Loans and guarantees
12.13.5 Other statutory provisions
12.14 The company secretary
12.14.1 Appointment and removal
12.14.2 Powers and duties
12.14.3 Liability for acts
12.14.4 Avoidance of acts – dual capacity
12.14.5 Change of directors or secretary
12.15 Auditors
12.15.1 Powers and duties
12.15.2 Liability
12.15.3 Qualification
12.15.4 Appointment and removal
12.15.5 Resignation
12.16 Summary
Chapter 13: Members, Meetings and Disputes
13.1 Introduction
13.2 Membership of a company
13.2.1 Eligibility
13.3 Register of members
13.3.1 Notice of trusts excluded
13.3.2 Rectification
13.4 Powers of members
13.5 Duties of members
13.6 General meetings
13.7 Members’ resolutions
13.8 Convening general meetings
13.8.1 Statutory provisions
13.9 Notice of general meetings
13.9.1 Length of notice
13.9.2 Contents
13.9.3 Service
13.9.4 Special notice
13.10 Proceedings of general meetings
13.10.1 Quorum
13.10.2 Proxies
13.10.3 Corporate representatives
13.10.4 Chair
13.10.5 Voting rights
13.10.6 Chair’s casting vote
13.10.7 Adjournment
13.10.8 Minutes of general meetings
13.11 Dispensing with formalities
13.11.1 Written resolutions
13.12 Internal disputes and minority protection
13.13 Removal of directors
13.14 Enforcement of personal membership rights
13.15 Actions by the company – the rule in Foss v Harbottle
13.15.1 Exceptions to Foss v Harbottle
13.15.2 Reflective loss claims
13.16 Actions by members
13.16.1 Procedure
13.16.2 Derivative actions under the Companies Act 2006
13.17 Unfair prejudice
13.17.1 Powers of the court
13.18 Just and equitable winding up
13.19 Summary
Chapter 14: Altering the Constitution
14.1 Introduction
14.2 Change of name
14.2.1 Enforced change of name
14.3 Alteration of objects
14.3.1 Procedure
14.4 Registered office
14.5 Alteration of capital
14.6 Re-registration
14.7 Alteration of articles
14.7.1 Procedure
14.7.2 Limitations
14.7.3 Shareholders’ agreements
14.7.4 Entrenchment
14.8 Written resolutions of private companies
14.9 Summary
Chapter 15: Share Capital – Raising Finance and Shares
15.1 Introduction
15.2 Nature of shares
15.2.1 Share rights
15.3 Classification of shares
15.3.1 Variation of class rights
15.4 Allotment
15.4.1 Partly paid shares
15.4.2 Discount
15.4.3 Share premium
15.4.4 Returns
15.5 Transfer and transmission
15.5.1 Transfer
15.5.2 Transmission
15.5.3 Lost share certificate
15.6 Financial services
15.7 Summary
Chapter 16: Share Capital – Maintenance, Redemption and Reduction
16.1 Introduction
16.2 Distributions
16.2.1 Procedure
16.2.2 Tax consequences
16.3 Purchase of own shares
16.3.1 General prohibition
16.3.2 Penalties for breach
16.3.3 Redemption or buy-back?
16.3.4 Power of company to purchase its own shares
16.3.4.1 Conditions for purchase
16.3.4.2 Financing the purchase of shares
16.3.4.3 Use of capital
16.3.5 Tax consequences
16.3.6 Summary
16.4 Reduction of capital authorised by court
16.4.1 Procedure
16.5 Summary
Chapter 17: Borrowing
17.1 Introduction
17.2 The power to borrow
17.3 Security for borrowing – company charges
17.3.1 Types of charge over company properties
17.3.2 Weaknesses of a floating charge
17.4 Priority of charges
17.5 Registration of charges
17.6 Register of charges
17.7 Other forms of registration
17.8 Steps for execution of a charge
17.9 Steps for the prudent lender who requires security
17.10 Discharge of charges
17.11 Enforcement of security
17.11.1 Recovery of borrowing from a company
17.11.2 Receivership
17.11.3 Administration
17.12 Guarantees
17.13 Tax considerations
17.14 Summary
Chapter 18: Publication of Information
18.1 Introduction
18.2 Company searches
18.3 Official notification
18.4 Annual return
18.5 Accounts
18.5.1 Published accounts
18.5.2 Publication
18.5.3 Form and content
18.5.4 Exemptions for small and medium-sized companies
18.5.5 Directors’ emoluments
18.6 Penalties for failure to make returns
18.7 Statutory registers
18.8 Prescribed forms
18.9 Business stationery
18.10 Electronic communications
18.10.1 General provisions relating to electronic communications
18.10.2 Documents and information sent by the company
18.10.3 Documents and information sent to the company
18.10.4 Companies’ details on websites and in electronic communications
18.11 Summary
Chapter 19: Corporation Tax
19.1 Introduction
19.2 Calculation of corporation tax
19.2.1 Rate of corporation tax
19.2.2 Basis of assessment
19.2.3 Losses
19.3 Close companies
19.4 Distributions
19.4.1 Taxing distributions
19.4.2 Distributions by close companies
19.5 Tax avoidance
19.6 Summary
Chapter 20: Limited Liability Partnerships
20.1 Introduction
20.2 The benefit of the LLP
20.3 The nature of the LLP
20.3.1 A separate legal entity
20.3.2 Capacity of the LLP
20.4 Incorporation
20.5 Name of the LLP
20.6 Registered office
20.7 Membership and members’ relationship with one another
20.7.1 The rights and duties of members
20.7.2 Former members
20.7.3 Designated members
20.7.4 Membership changes
20.8 Authority of members
20.9 Disclosure obligations
20.9.1 Accounts
20.9.2 Changes in membership
20.9.3 Annual return
20.9.4 Name
20.9.5 Registration of charges
20.9.6 Electronic communications and websites
20.10 Winding up
20.10.1 Liability of members in an insolvent winding up
20.10.2 Liability of member for withdrawals before winding up
20.11 Disqualification
20.12 Taxation
20.13 Summary
Chapter 21: Choice of Business Medium
21.1 Introduction
21.2 Legal considerations – private company
21.2.1 Limited liability
21.2.2 Corporate personality
21.2.3 Floating charges
21.3 Legal considerations – partnership
21.3.1 Formalities and cost
21.3.2 Privacy
21.3.3 Flexibility
21.4 Legal considerations – limited liability partnership
21.5 Other issues
21.6 Tax considerations
21.6.1 Factors to consider
21.7 Summary
Chapter 22: Transfer of a Business
22.1 Introduction
22.2 Taxation
22.3 Income tax
22.4 Capital gains tax
22.4.1 Roll-over relief
22.4.2 Relief for gifts to company
22.4.3 Replacement of business assets
22.5 Inheritance tax
22.6 Stamp duty and stamp duty land tax
22.7 Allotment
22.8 Other matters
22.9 Summary
Chapter 23: Personal Bankruptcy
23.1 Introduction
23.2 Bankruptcy
23.2.1 Creditor’s petition
23.2.2 Debtor’s petition
23.3 Official receiver
23.4 The trustee in bankruptcy
23.5 Personal effect of bankruptcy order
23.6 Property which does not vest in the trustee
23.7 Family home
23.8 Preserving and increasing title to the assets
23.8.1 Transactions at an undervalue
23.8.2 Preferences
23.8.3 The relevant time
23.8.4 Transactions defrauding creditors
23.8.5 Execution and distress
23.8.6 Disclaimer
23.9 Distribution of assets
23.10 Discharge of bankrupt
23.11 Voluntary arrangements
23.12 Bankruptcy and the partnership
23.13 Summary
Chapter 24: Corporate Insolvency – Rescue Procedures
24.1 Introduction
24.2 Principal procedures
24.3 Insolvency practitioners
24.3.1 Qualification
24.4 Voluntary arrangements under the Companies Act 2006
24.5 Voluntary arrangements under the Insolvency Act 1986
24.5.1 Meetings of members and creditors
24.5.2 Effect of approval
24.5.3 Implementation of proposals
24.5.4 Supply of utilities
24.5.5 Accounts
24.5.6 Completion of voluntary arrangement
24.6 Administration
24.6.1 Initiation of administration
24.6.1.1 Appointment by the court
24.6.1.2 Appointment by the holder of a qualifying floating charge
24.6.1.3 Appointment by the company or its directors
24.6.2 Effect of administration
24.6.2.1 Curtailment of proceedings
24.6.2.2 Publicity
24.6.3 Process of administration
24.6.3.1 Procedural requirements
24.6.4 Functions of the administrator
24.6.4.1 Specific functions of the administrator
24.6.5 Ending administration
24.7 Voluntary arrangement or administration – a comparison
24.7.1 Procedural differences
24.7.2 Practical differences
24.7.3 Differences in powers
24.7.4 Advising the directors
24.8 Small company moratorium
24.8.1 Eligible companies
24.8.2 The effect of the moratorium
24.8.3 Procedure for securing a moratorium
24.8.4 Approval of a voluntary arrangement
24.8.5 Responsibility of the nominee
24.8.6 Directors’ responsibilities
24.9 The secured lender
24.10 Receivership
24.10.1 Function and powers
24.10.2 Appointment
24.10.3 Liability
24.10.4 Employees
24.10.5 Preferential debts
24.10.6 Accounts
24.10.7 Vacation of office
24.10.8 Administrative receivers
24.10.8.1 Duties
24.10.8.2 Powers
24.10.9 Supply of utilities
24.10.10 VAT bad debt relief
24.11 Administrators and administrative receivers – a comparison
24.12 Summary
Chapter 25: Winding up a Company
25.1 Introduction
25.2 Voluntary winding up
25.2.1 Types
25.2.2 By members
25.2.3 By creditors
25.2.4 Effect
25.3 Compulsory winding up by the court
25.3.1 Inability to pay debts
25.3.2 Just and equitable
25.3.3 Locus standi
25.3.4 Procedure
25.3.5 Liquidation committee
25.3.6 Effects
25.4 Proceedings against the company
25.5 Liquidators
25.5.1 Powers and duties
25.5.2 Vacation of office
25.6 Collection of assets
25.6.1 Liability as contributories of present and past members: calls on shares
25.6.2 Property
25.6.3 Acceptance of shares
25.6.4 Supply of utilities
25.6.5 Penalties for misapplying company assets
25.6.6 Fraudulent trading
25.6.7 Wrongful trading
25.6.8 Re-use of company names
25.6.9 Prosecution of delinquent officers and members
25.6.10 Setting aside corporate transactions
25.6.11 Charges void for want of registration
25.6.12 Trust assets
25.7 Winding up continuing for more than a year
25.8 Distribution of assets
25.8.1 Proof of debts
25.8.2 Application of assets
25.8.3 VAT bad debt relief
25.9 Dissolution
25.10 Summary
Application
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CILEx courses application form 2011-12.pdf
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