Company
and business law guide To contact us and ask for our services click here
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Every business is governed by laws
and regulations. Some are particular to the type of business. Others relate
to the particular type of organisation. Ignorance of the law is no defence.
Get it wrong, and not only may the entrepreneur face fines or prison, but his
or her business reputation may be destroyed and a source of income may cease. Knowing the law can also be of
great assistance in ensuring that rights and entitlements are protected. If a
contract entitles the parties to something, then they should receive what is
their entitlement. Nobody can expect everybody to know
every law on every subject. Not even a good lawyer can do that. What is
expected is that everybody should know the areas of danger, or even the areas
of opportunity, and should know where to get proper advice. Some areas of law are the specialities of lawyers. Some are
areas in which accountants can advise. Where an area of expertise lies with a
lawyer, then a good accountant can assist a client by selecting the most
appropriate lawyer for the situation. This website cannot hope to cover
the entire subject, and specialist advice is essential for any specific
situation. We would refer you to the terms of use
of this website in which we explain that we can only cover issues in
general. The sections below contain links to some of the specific
services that Peter Brown & Co is able to offer . The law of taxation is
not covered here as it is dealt with elsewhere on the website. For those items where the links are still under development do
not hesitate to contact us for an informal discussion. |
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The European E-Commerce Directive 2000
became fully effective in UK Law on 23rd October 2000. The full
text of the regulations and what is required to be disclosed can be obtained
from http://www.legislation.hmso.gov.uk/si/si2002/20022013.htm Our ‘Distant
Selling ‘web page on this website gives the full disclosure required for
this firm by the regulations. We have a number of clients who specialise
in developing web sites and and assisting with web based marketing. Please
contact us for details. |
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In English law, a person or a company can trade
either in the legal name or in a trading name. The full legal name would be for example
‘Peter Brown’ for an individual, or
‘Peter Brown Ltd’, for a limited company, or Peter Brown and John Smith, for
a partnership between two individuals. Any name other than the full legal name is
a trading name. For example, ‘Peter Brown & Co’ , or ‘World Wide
Enterprises’ would be examples of trading names. Anybody can trade in their full legal name
without any further complications. There are, however, detailed regulations
about the use of trading names. If the rules are not complied with, there can
in certain circumstances, be criminal consequences. There will also be civil
consequences, as it is possible to lose the right to either defend an action
or prosecute an action in law. For example, if a person sues a debtor to
attempt to collect money, if the debtor can show that the person did not
fully disclose his trading name, then the action will fail. In principle, any trading name can be
used, but it must meet the following conditions :- ·
It must not be misleading ( for example
‘Trotter International Enterprises’ might create the impression of a world
wide operation). ·
It must not pass off the trader as
somebody else. For example, a small shop should not trade under the name
‘Marks and Spencers’ ·
It should not use certain reserved words
without permission . For example, ‘Royal’ or ‘British’. ·
It must not be offensive to public taste.
( we will not give an example !) Provided these conditions are met, then the
name can be used, subject to the following of certain rules. These include :- ·
There must be a notice prominently
displayed at business premises showing the full names and addresses of the
people or companies behind the trading name, and where official documents can
be served on the business. ·
All business stationary (eg letterheads,
compliments slips, orders, invoices, receipts etc) must show similar details.
If the trading name is owned by a company it must also show the company
details, such as the company number. ·
All licences and registrations, for
example, data protection and consumer credit licences, should be in the name
of the trading name as well as the individual names behind the trading name. These details are not exhaustive, and it
is wise to seek professional advice before adopting a trading name. This is
an area where Peter Brown & Co are able to help. Different rules might apply if it is
intended to trade outside England, although similar rules apply in Scotland. |
Business stationery – the legal requirements
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The section of this website dealing with trading names should also be referred to . The law requires
certain particulars to be given on any item of business stationery. This includes
letterheadings, invoices, bills, receipts, order forms, cheques and so on. If a limited company
fails to comply with these regulations, it is possible for the directors to
be made personally liable for debts that were, in fact, company debts. This
is particularly important with regard to cheques, which are normally
pre-printed by a bank, but often not correctly so. The cheque must show the
full unabbreviated name of the company as the account holder of the cheque to
avoid personal liability. The requirements for a
limited company are that the full name of the company, the country of its
incorporation, its registered number, and its registered office should be
shown. In addition, either no directors names should be shown, or if any
directors names are shown , then all directors names should be shown, and the
nationality of all directors should also be shown if they are not British. Similar requirements
apply to partnerships and sole traders, except that if a trading name is not
adopted, then less detail need be shown. Clearly, in the case of partnerships
and sole traders details of incorporation do not apply. These details are not exhaustive, and it
is wise to seek professional advice before ordering new stationary. This is
an area where Peter Brown & Co are able to help. Different rules might apply if it is
intended to trade outside England, although similar rules apply in Scotland. |
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These notes only apply to England. The law
in Scotland may be different. Certain criminal offences are ones that
arise out of English Common Law, such as murder. Others are offences created
by Parliament, such as offences under the Companies Acts. Some offences can
be prosecuted at any time no matter how many years have passed since the
offence, yet others are time barred. It is not necessary for a criminal offence
to involve dishonesty or violence. It is always not necessary for there to be
intent, although for certain offences it is necessary to prove intent for the
offence to have been committed. In almost all cases, but not absolutely
all, there is a presumption of innocence in law. In other words it is
required that the prosecuting authorities prove that the offence has been
committed. In any criminal offence that appears
before the court or any similar tribunal, there are two parties to the court
action, one the defendant and the other, the Queen or ‘Regina’, who is
represented by the prosecuting authority. The prosecuting authority can be
the Crown Prosecution Service, Trading Standards, The Department of Trade and
Industry, and a large number of other organizations, depending on the nature
of the offence. Usually, cases are heard in the first
instance in the Magistrates Court, although there are other tribunals for
particular offences. Either the Magistrates, who sit without a jury, can deal
with the matter, or they can refer it to a higher Court. In some cases, the
must refer it to a higher Court, such as a Crown Court. The Higher Court will
usually sit with a jury, who will hear the evidence under the guidance of the
judge, and will then arrive at a judgment based on their view of the facts.
The judge will then deliver his sentence. There is then a system of appeals as far
as the House of Lords, which is the Supreme Court of Appeal for England and a
number of other countries in the Commonwealth, such as Australia, New Zealand
and Canada. It is possible, in certain cases for English appeals to be
referred to the European Court, but this would only be in relation to matters
involving criminal offences against European law, of which, at present, there
are very few. Peter Brown & Co do not act
professionally in respect of the criminal law, but we do act for clients who
are specialist criminal lawyers, and can make appropriate introductions. We
also advise on forensic matters that might involve accounting or company
offences. |
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This is a specialised area, in which we
have a particular expertise and we have devoted a separate web page to this
subject. Click here for our charity
page |
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UK Health and safety legislation places
requirements on businesses and employers to ensure that the health and safety
of their employees and customers is protected at all times. There is a requirement that any organization
should undertake a Health and Safety assessment to identify and tackle the
risks inherent in the workplace. They should also appoint a Health and Safety
officer whose duty is to ensure compliance with all Health and Safety
matters. Failure to deal adequately with Health and
Safety can render the owners or directors of a business liable to criminal
fines of up to £20,000, and unlimited fines for the company itself. It is
therefore a matter that should be given high priority. We would always recommend that a business
appoints a Health and safety consultant who can advise on what is required
and can assist in making the Health and Safety assessment. This is not an area of particular
expertise in which Peter Brown & Co is qualified to assist, but we can make
introductions to appropriate consultants, whose fees can be relatively small
for small businesses. |
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Employment law in the UK is a minefield ! This is not an area of particular expertise
in which Peter Brown & Co is qualified to assist, but we can make
introductions to appropriate consultants, whose fees can be relatively small
for small businesses. It is important to know in which areas it
is likely that problems may be encountered . These would include :- ·
Contractual terms and conditions ·
The issuing of a written summary of a
contract of employment ( which is required by law) ·
Salary reviews, appraisals, unpaid leave ·
Maternity and sickness issues ·
Dismissal of employees ( This can be very
costly if the wrong procedures are followed) ·
Constructive dismissal ( ie where the
employer places difficulties in the path of employees) ·
Part time workers’ rights ·
Written staffing procedures including a
grievance procedure ·
Redundancy of employees ·
Discrimination relating to gender, race or
religion ·
Interviewing procedures for new employees. ·
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Environmental law
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Goods sold with reservation of title
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Insolvency
law including corporate recovery
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Insolvency law is a very specialised area,
and we have devoted a separate web page to this subject. If you are owed money by a debtor, then we
can assist in recovering the debt for you. If you are owe money and cannot see a way out
of the situation then, again, we can advise you in your difficulties. Click on our insolvency
page for further details |
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The duties and responsibilities of directors
and secretaries
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The rights and role of
shareholders
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The role of the Company Director
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The role of the Company Secretary
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The
requirements for disclosure of information in company
accounts
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The
separate legal status of a company
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Disability, sex,
religious & racial discrimination
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Trading Standards
and Consumer Law
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Buying or selling your
business
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Professional advice is essential as soon
as you contemplate buying or selling a business. Major sums can be lost if an
agreement is made before advice is taken. If you are selling your business You will need advice about the best way of
a achieving the best price. You will need to know the most tax effective way
to you of structuring the deal. We often see situations where people sell
their businesses without tax advice and become liable to a much larger tax
bill than they would have done if the matter had been better organised. You will need to know what your business
is worth. Possibly your accounts will have to redrafted for potential buyers
in a different format to exclude those factors, for example your own mortgage
interest, that may not be relevant to a buyer. Perhaps you will need advice
about the timing of any sale for both tax and commercial reasons. You may
need advice about the services required from other professionals, such as
solicitors and valuers. You will need advice about the matters
that will need to be covered in any contract, and perhaps a buyer may carry
out a ‘due diligence’ exercise, and you will need to know how to respond to
the enquiries made. We can help you in all these areas. Buying a business You will need most of the advice that
would be needed by a seller as described above. In addition, you will need some kind of
examination to be undertaken relating to the proposed purchase. This may
involve an examination of trading accounts for, say, three years in the case
of a small retail shop. You may need,
at the other extreme, a full due diligence enquiry, looking at depth into all
the aspects of the business to ensure that you are actually buying what you
believe to be buying, and that there are no hidden liabilities. You may need assistance in finding finance
for your purchase, or advice as to the best way of structuring the finance
that you already have. Peter Brown & Co are able to assist in
all these areas. |
Last updated on 19/12/2002 10:26 PM