Business

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Information



  • Company Check - By gathering company and director details from various sources including Companies House, the Registry Trust and local Gazettes, we aim to be your sole resource for Company Checking.

News

  • Supply Chain 24/7 - the ultimate online business resource for Transportation, Distribution, Logistics and Supply Chain professionals. Peerless Media brings together the best minds in the industry and the latest News, Reports, Case Studies, White Papers, Webcasts, Research and more! Only on Supply Chain 24/7, you will find everything you need when researching companies, trends and industries. 

Business structure







Business structures are predetermined processes established by the government of each country through which a business chooses to govern itself, become liable for tax and keep important financial records.

In other words a business structure is:

  1. Established by the government
  2. Helps an individual starting in business to be free to choose the structures they prefer (as long as they meet the criteria)
  3. In place to determine the time and method of taxation


It is possible to always change the structure you choose if you or your business has outgrown the process.

In the UK there are several types of business structures; the common ones are:

  1. Self-Assessment aka Sole Trader aka Self-Employed
  2. Limited Companies aka Ltd. aka Limited by shares
  3. Charities aka CIO’s, aka Charity
  4. Limited by Guarantee Companies
  5. Community Interest Companies aka CIC
  6. Partnerships
  7. Limited Partnerships


You must set up the company with Companies House and let HM Revenue & Customs (HMRC) know when the company starts business activities.

Every financial year, the company must:

  • put together statutory accounts
  • send Companies House an annual return
  • send HMRC a Company Tax Return

The company must register for VAT if you expect its takings to be more than £77,000 a year.

If you’re a director of a limited company, you must:

  • fill in a Self Assessment tax return every year
  • pay tax and National Insurance through the PAYE system if the company pays you a salary



Unlimited liability

Pedlar

  • https://en.wikipedia.org/wiki/Peddler - in British English pedlar, also known as a canvasser, chapman, cheapjack, hawker, higler, huckster, monger, or solicitor, is a traveling vendor of goods. In England, the term was mostly used for travellers hawking goods in the countryside to small towns and villages; they might also be called tinkers or gypsies. In London more specific terms were used, such as costermonger.



  • Pedlars.info - Pedlars launched this website in 2007 dedicated to not-for-profit publishing of information, resources and communications about pedlary. It provides a resource centre for all concerned with pedlary. It regularly provides “update alerts” to its readership and recognises severe limitations for those pedlars who neither read nor write because pedlary for them remains an oral tradition.

Sole Trader

  • https://en.wikipedia.org/wiki/Sole_proprietorship - also known as the sole trader or simply a proprietorship, is a type of enterprise that is owned and run by one natural person and in which there is no legal distinction between the owner and the business entity. The owner is in direct control of all elements and is legally accountable for the finances of such business and this may include debts, loans, loss, etc.
  • one person as sole owner
  • recieves all profits
  • offset of debts/tax by other income sources
  • unlimited liability - everything you own can be sold to pay debts
  • banks and other financial sources reluctant to loan to sole traders



Unlimited company

  • https://en.wikipedia.org/wiki/Unlimited_company - a hybrid company (corporation) incorporated with or without a share capital (and similar to its limited company counterpart) but where the legal liability of the members or shareholders is not limited: that is, its members or shareholders have a joint, several and non-limited obligation to meet any insufficiency in the assets of the company to enable settlement of any outstanding financial liability in the event of the company's formal liquidation.

Partnership

Ordanary (General) Partnership

  • 2 to 50 members
  • members taxed individually at the end of year
  • members share in respponsibility, profits and debts
  • partner can be an individual or a limited company
  • unlimited liability - everything you own can be sold to pay debts
  • ascicles of association - agreement on how profit is shared, how a partner leaves or joins, holidays, etc. not legally required but important (esp. on money).
  • sleeping partner - doesn't manage, there for the investment vehicle
  • administrative partner - looks after the books
  • all partners share desicion making
  • unless stated in a partnersip agreement or articles of association, normal partners are jointly and severally liable - all partners liable for actions of one
  • if one partner leaves, the partnership needs to be restarted

Charitable trust

  • incorporated
  • no seperate legal body, so changes required contracts to be rewritten
  • traditional, easy to set up
  • trustees and beneficiaries (service users)
  • regularted by charity commision/OSCR
  • contracts are between trustees and landlords, etc.
  • trustees are indemnified by charity assets against financial claims, but still liable beyond that
  • no members
  • YouTube: Charity structures - playlist of videos by law firm Russell-Cooke explains the different types of structures available for charities and community groups and highlights the advantages and disadvantages of each one.
  • exist for exclusively charitable status
  • provide a public benefit

https://www.gov.uk/set-up-a-social-enterprise


  • YouTube: Charity Commission registration - Claris D'Cruz, a barrister at Wrigleys Solicitors LLP, gives a practical overview of when and how to set up and register as a charity.


  • OSCR - Scottish Charity Regulator (OSCR) is a Non-Ministerial Department and part of the Scottish Administration following commencement of the Charities and Trustee Investment (Scotland) Act 2005. We are the independent regulator and registrar for over 24,000 Scottish charities including community groups, religious charities, schools, universities, grant-giving charities and major care providers. Our work as Regulator ultimately supports public confidence in charities and their work.

Friendly society

  • https://en.wikipedia.org/wiki/Friendly_society - sometimes called a mutual society, benevolent society, fraternal organization or ROSCA) is a mutual association for the purposes of insurance, pensions, savings or cooperative banking. It is a mutual organization or benefit society composed of a body of people who join together for a common financial or social purpose. Before modern insurance, and the welfare state, friendly societies provided financial and social services to individuals, often according to their religious, political, or trade affiliations. These societies are still widespread in many parts of the developing world, where they are referred to as ROSCAs (rotating savings and credit associations), ASCAs (accumulating savings and credit associations), burial societies, chit funds, etc.

Limited liability

  • register with to companies house
  • company name must be unique
  • articles of association - public document
  • shareholders agreeement - private document
  • easier access to investment, though personal guarantees sometimes required for SmE
  • can raise money through selling shares
  • can be private or public
  • does not depend on named partners
  • taxed after salary payment



Limited Company (LTD)


  • What is a ‘personal service company’? - Many contractors choose to work for clients using their own limited companies, sometimes referred to by the taxman as ‘personal service companies’. They do so for many reasons, often because clients and recruitment agencies won’t hire the self-employed who operate as sole traders, which leaves contractors who are not affected by the IR35 tax legislation with few choices. The term ‘personal service companies’ was devised by HMRC following the introduction of IR35 by the then Chancellor Gordon Brown, who originally proposed the legislation in the March 1999 pre-budget, with IR35 becoming law in April 2000.


  • register with to companies house, can now be registered by one director/shareholder (or more)
  • separate legal entity to people involved, all involved are employees
  • limited liability - based on shares owned, directors are not liable
  • directors are responsible for - accounting, annual returns, tax return, VAT (when required), complying with legislation
  • subscription to a memorandum of association
  • subject to PAYE/NI taxes above the personal allowance threshold
  • salery - per whatever period
  • benefits - car, health, travel allowence as deductable expenses
  • dividends - extra pay to shareholders from company profit in the year
  • further pay is a loan



Public Limited Company (PLC)

  • business information and desicions need to be made public


Limited Partnership (LP)

A limited partnership is like any other (general) partnership, except that there can be members of the partnership who have limited liability. In order to be a limited partnership, registration (but not the filing of accounts) with Companies House is required. There must be at least one general (unlimited) partner (that can be a limited company) and limited partners cannot take part in the management of the partnership.

  • register with to companies house
  • at least one general and one limited partner
  • general partners are liable for company debts
  • limited partners are liable for the amount they have invested in the company
  • limited partners have no say in the running of the business and cannot withdraw investment

Limited Liability Partnerships (LLP)




An LLP is actually a body corporate (a company) as a matter of law, which affords all of its members legal liability, but is taxed as a general partnership.


Basic rate of tax:

  • Ltd = 26.1%
  • LLP = 29%


High earner tax:

  • Ltd = 46%
  • LLP = 42%




Scottish Limited Partnership (SLP)


Managed Service Company

  • https://en.wikipedia.org/wiki/Managed_service_company - a form of company structure has evolved known as a managed service company (MSC). Largely born from the IR35 legislation in 1999 which came into force in 2000, this form of corporate structure places workers and contractors typically into a group of between five and eight people as shareholders in a limited company owned and run by the service provider. Sometimes the workers will be appointed as directors but always shareholders. As shareholders they can then receive minimum salary payments and the balance of income as dividends. Usually the service provider would perform administrative and company secretary duties and offer basic taxation advice.

Umbrella company

  • https://en.wikipedia.org/wiki/Umbrella_company - a company that acts as an employer to agency contractors who work under a fixed term contract assignment, usually through a recruitment employment agency in the United Kingdom. Recruitment agencies issue contracts to a limited company as the agency liability would be reduced. It issues invoices to the recruitment agency (or client) and, when payment of the invoice is made, will typically pay the contractor through PAYE with the added benefit of offsetting some of the income through claiming expenses such as travel, meals, and accommodation.

Umbrella companies have become more prevalent in the UK since the British government introduced so-called "IR35" legislation that creates tests[1] to determine employment status and ability to make use of small company tax reliefs. According to criteria set out by the UK Department for Business, Innovation & Skills, there are an estimated 4 million temporary workers in the UK, of whom 1.56 million are "classed as being in a management or senior official role, a professional occupation or an associate professional and technical occupation." It is estimated that 14% of the UK’s professional contractors are currently managing their business by working through an umbrella company.


An company that manages payroll for a contractor's company. Contractor -> contractors company -> umbrella company -> agency -> client

  • YouTube: Limited Company Vs Umbrella Company - When you decide to work on a contract basis, you can either work through an umbrella company or become a limited company contractor. But before you decide on which option is best for you, there are a few things you need to consider.


Agency





Employee owned

Somewhat overlaps with co-operatives.



Holding company


Societas Europaea (SE)

  • https://en.wikipedia.org/wiki/Societas_Europaea - SE; Latin: European society or company; plural: societates Europaeae) is a public company registered in accordance with the corporate law of the European Union (EU), introduced in 2004 with the Council Regulation on the Statute for a European Company. Such a company may more easily transfer to or merge with companies in other member states.

Social enterprise / mutual organisation / non-profit



Community Benefit Society (CBS/IPS)

  • https://en.wikipedia.org/wiki/Industrial_and_provident_society - now covers cooperative societies and community benefit societies. Since 2010 the IPS laws explicitly name co-operatives in their titles. The 'Industrial and Provident Societies Act 1965' was renamed 'Co-operative and Community Benefit Societies and Credit Unions Act 1965'



Co-operative Society (Co-op/IPS)

See Living#Cooperative

"Some co-operatives may of course have more than one membership type. The term ‘co-operative’ does not itself refer to a specific legal form. Many co-operatives are industrial and provident societies (either co-operative societies or community benefit societies), but it is not necessary to use this legal form to be a co-operative: many co-operatives are in fact companies – usually limited by guarantee.

"Because of the values and principles of the co-operative movement, many co-operatives are social enterprises – that is they have primarily social objectives and reinvest or use the majority of their profits for those objectives. Such enterprises may use a standard co-operative society or company legal structure. Alternatively they may adopt a legal structure designed for social enterprise – either the community interest company (CIC) or the community benefit society."



Company limited by guarantee (LBG)


  • Apply to companies house
  • Private company, separate legal entity, limited liability
  • Subject to compand and charity law - dual reporting/regulation
  • Governing document - memorandum and articles of association
  • Officers who are charity trustees / directors
  • Members - similar to shareholders, limited by guarantee, no legal duties, free to vote how they wish (unlike CIO)
  • Members can change the articles by special resolution, three quarters have to vote.
  • Limited liability - unlike a charity, members give a guarantee of a certain sum toward company finance if the company is wound up, usually a pound.
  • No dividends, used to run a social enterprise business model
  • Can get Gift Aid
  • Access to grants
  • Minimum £5000 income?


Charitable/social enterprise, Trade associations, free schools, academies, scientific institutions.

Community Interest Company (CIC)

  • Register with to companies house, £35
  • Community interest statement, must have clear mission and community
  • Comminity benefit test by CIC regulator
  • Limited by guarentee or shares / IPS/CBS / co-operative
  • Annual submission to CIC regulator of details accounts, CIC report and Annual Return
  • Asset lock - assets for community use only, limits on dividends and interest to shareholder
  • Trustees and guarentees, rather than directors and shares
  • No dividends, used to run a social enterprise business model
  • No tax breaks
  • Attractive to social enterprises



Charitable Incorporated Organisation (CIO/SCIO)

  • https://en.wikipedia.org/wiki/Charitable_incorporated_organisation - a new form of legal entity designed for non-profit organisations in the United Kingdom. The main intended benefits of the new entity are that it has legal personality, the ability to conduct business in its own name, and limited liability so that its members and trustees will not have to contribute in the event of financial loss. These are already available to limited companies; charities can be formed as companies, but then they must be registered with both Companies House and the Charity Commission. In contrast, the CIO only needs to register with the Charity Commission. This is expected to reduce bureaucracy for the charity.

The CIO status became available to charities in England and Wales on 4 March 2013. In Scotland, the Office of the Scottish Charity Regulator began registering Scottish Charitable Incorporated Organisations (SCIOs) in April 2011.

  • Limited liability
  • Sole regulator - charity commision
  • New CIOs can't do anything with company until registered, unlike pivoting trusts or unincorporated associations
  • Trustees and members
  • Foundation model - trustees and members are the same
  • Association model - members are wider group than trusteed
  • Governing document - constutition (fountation or association)
  • Trustees - as a charity
  • Members - have legal duty to act in good faith to further the puroises of the CIO

Business organisation

Governance




Constitution



  • https://en.wikipedia.org/wiki/Table_A - in UK company law is the old name for the Model Articles or default form of articles of association for companies limited by shares incorporated either in England and Wales or in Scotland before 1 October 2009 where the incorporators do not explicitly choose to use a modified form. Although Table A is the most frequently referred to, relating to generic companies limited by shares (the most common form), there are also pro forma constitutional documents for companies limited by guarantee without a share capital (Table C) and unlimited liability companies with a share capital (Table E). Table A has been replaced for new companies by the simplified and modernised Companies Act 2006 Model Articles which came into force on 1 October 2009.
  • https://en.wikipedia.org/wiki/The_Companies_(Model_Articles)_Regulations_2008 - the default company constitution for limited companies under UK company law. The Model Articles will apply to a limited company if it does not register its own articles or, if it does register them, they will apply to the extent that they are not modified by the Articles of the company. Schedule 1 contains the model articles for companies limited by shares. Schedule 2 contains model articles for companies limited by guarantee (which are often non-profit). Schedule 3 contains a more comprehensive set of provisions exist for the model public company articles, reflecting the generally more complex nature of a public company, and extra requirements such as provisions on accounts and the company secretary.

Conflict of interest

  • https://en.wikipedia.org/wiki/Corporate_opportunity - doctrine is the legal principle providing that directors, officers, and controlling shareholders of a corporation must not take for themselves any business opportunity that could benefit the corporation. The corporate opportunity doctrine is one application of the fiduciary duty of loyalty.
  • https://en.wikipedia.org/wiki/Self-dealing - the conduct of a trustee, an attorney, a corporate officer, or other fiduciary that consists of taking advantage of his position in a transaction and acting for his own interests rather than for the interests of the beneficiaries of the trust, corporate shareholders, or his clients. Self-dealing may involve misappropriation or usurpation of corporate assets or opportunities. Self-dealing is a form of conflict of interest.


Business model

Social Enterprise


Business plan



Negotiation

Legal



  • https://en.wikipedia.org/wiki/Capacity_in_English_law - refers to the ability of a contracting party to enter into legally binding relations. If a party does not have the capacity to do so, then subsequent contracts may be invalid; however, in the interests of certainty, there is a prima facie presumption that both parties hold the capacity to contract. Those who contract without a full knowledge of the relevant subject matter, or those who are illiterate or unfamiliar with the English language, will not often be released from their bargains.


  • https://en.wikipedia.org/wiki/Formalities_in_English_law - required in some kinds of transaction by English contract law and trusts law. In a limited number of cases, agreements and trusts will be unenforceable unless they meet a certain form prescribed by statute. The main kinds of formality that a statute can require are to put the transaction in writing, to make a deed, or to register it at a government registrar (such as HM Land Registry or Companies House). While contracts and trusts can be generally created without formality, some transactions are thought to require form either because it makes a person think carefully before they bind themselves to an agreement, or merely that it serves as clear evidence.


Commercial law

  • YouTube: The Law Simplified: Commercial Law - playlist. Shaveen Bandaranayake from Sri Lanka. LL.B (Hons) graduate from the University of London, a First Class Honours Computing (Multimedia) graduate from the Staffordshire University, UK and an M.A. Film graduate from Staffordshire University, UK.



  • https://en.wikipedia.org/wiki/Fiduciary - a person who holds a legal or ethical relationship of trust with one or more other parties (person or group of persons). Typically, a fiduciary prudently takes care of money or other assets for another person. One party, for example, a corporate trust company or the trust department of a bank, acts in a fiduciary capacity to another party, who, for example, has entrusted funds to the fiduciary for safekeeping or investment. Likewise, asset managers, including managers of pension plans, endowments, and other tax-exempt assets, are considered fiduciaries under applicable statutes and laws. In a fiduciary relationship, one person, in a position of vulnerability, justifiably vests confidence, good faith, reliance, and trust in another whose aid, advice, or protection is sought in some matter. In such a relation good conscience requires the fiduciary to act at all times for the sole benefit and interest of the one who trusts.


  • https://en.wikipedia.org/wiki/Law_of_agency - an area of commercial law dealing with a set of contractual, quasi-contractual and non-contractual fiduciary relationships that involve a person, called the agent, that is authorized to act on behalf of another (called the principal) to create legal relations with a third party. Succinctly, it may be referred to as the equal relationship between a principal and an agent whereby the principal, expressly or implicitly, authorizes the agent to work under his or her control and on his or her behalf. The agent is, thus, required to negotiate on behalf of the principal or bring him or her and third parties into contractual relationship. This branch of law separates and regulates the relationships between:
  • agents and principals (internal relationship), known as the principal-agent relationship;
  • agents and the third parties with whom they deal on their principals' behalf (external relationship); and
  • principals and the third parties when the agents deal.


  • https://en.wikipedia.org/wiki/Escrow - a contractual arrangement in which a third party receives and disburses money or documents for the primary transacting parties, with the disbursement dependent on conditions agreed to by the transacting parties, or an account established by a broker for holding funds on behalf of the broker's principal or some other person until the consummation or termination of a transaction; or, a trust account held in the borrower's name to pay obligations such as property taxes and insurance premiums. The word derives from the Old French word escroue, meaning a scrap of paper or a scroll of parchment; this indicated the deed that a third party held until a transaction was completed.


  • https://en.wikipedia.org/wiki/Supply_of_Goods_and_Services_Act_1982 - an Act of the Parliament of the United Kingdom that requires traders to provide services to a proper standard of workmanship. Furthermore, if a definite completion date or a price has not been fixed then the work must be completed within a reasonable time and for a reasonable charge. The Act was superseded by the Consumer Rights Act 2015 for contracts entered into from 1 October 2015.
  • https://en.wikipedia.org/wiki/Consumer_Rights_Act_2015 - an Act of Parliament of the United Kingdom that consolidates existing consumer protection law legislation and also gives consumers a number of new rights and remedies. Provisions for secondary ticketing and lettings came into force on 27 May 2015 and provisions for alternative dispute resolution (ADR) came into force on 9 July 2015 as per the EU Directive on consumer ADR] Most other provisions came into force on 1 October 2015. The Act replaces the Sale of Goods Act, Unfair Terms in Consumer Contracts Regulations 1999 and the Supply of Goods and Services Act 1982, making some changes to rights to return faulty goods for refund, replacement or repair, and adding new rights on the purchase of digital content.

The Act is split into three parts:

  • Part 1 concerns consumer contracts for goods, digital content and services.
  • Part 2 concerns unfair terms.
  • Part 3 concerns other miscellaneous provisions.

Services must be performed with "reasonable care and skill" and also "within a reasonable time". The Act also ensures that any statement a trader makes when a consumer is either deciding to enter into the contract or making a decision about the service after entering into the contract is now a binding contractual term. Previously such terms may only have given rise to an action in the tort of misrepresentation but now a claim may be brought for breach of contract. This means that a claimant's case will generally be easier to prove and expectation damages may be awarded rather than compensation based on the principle of restitutio ad integrum.On top of the usual remedies consumers now also have the right to repeat performance] and price reduction


Contract law





  • YouTube: Life Cycle of a Contract - Birth - In this first webinar in our 'Life Cycle of a Contract' series, Katie Logan and Ben Pilbrow draw from recent case law to offer practical tips on entering into contracts, highlighting particular areas where caution should be exercised.


  • Offer = proposal or suggestian
  • Offeror = person who makes offer
  • Offeree = person offer is made to
  • Invitatin to treat = not an offer = articles displayed for sale, on shop shelf, adverts, auctions
  • Reward posters = offers
  • Offer is either written, spoken or by conduct
  • Offer terms must be clear/specific/certain
  • Duration = time limit or reasonable time
  • Offers cease to exist: 1) offer revoked, offeree must know 2) rejection of offer, 3) counter-offer after refusal
  • Agreement to all tems must be made
  • Request for information not an offer
  • Offeror method of acceptance only way to accept, acceptance must be communicated, no silence
  • Though, with precontractural documents, a behaviour of inaction that accepts a performance has been found to be binding
  • Intention to enter into legally binding relations


  • Complicated formation - "the battle of the forms"
    • Give other side the oppertunity to read your Terms and Conditions.
    • Ensure no pages cut off in electronic transmission.
    • Always include your Terms and Conditions - better safe than sorry as case law has gone both ways.
  • Traditionl - offer and (final legal) acceptance


  • YouTube: Good faith, implied terms, and penalties - restrictions on freedom of contract - Shepwedd Iain Drummons webinar. In this third webinar in our Construction Contracts series, Iain Drummond and Nathaniel Buckingham consider the extent to which freedom of contract is impeded by legal interferences. They consider the application of statutory rules, for example, Unfair Contract Terms legislation and the Late Payment of Commercial Debts (Interest) Act, and provide an insight into developments on the approach to implied terms and good faith in construction contracts.


  • Are you ready for counterpart signing?: The Journal Online - What is counterpart execution? Parties no longer need to have a single document sent to all for signing, or to meet for a signing session. Instead, each party may sign their own, identical copy of the document, which, when assembled together with all the other signed copies, will form a single, fully signed document, made up of either:


Precontractual documents

Can be legally binding or not, depending on circumstances.


  • https://en.wikipedia.org/wiki/Letter_of_intent - (LOI or LoI, and sometimes capitalized as Letter of Intent in legal writing, but only when referring to a specific document under discussion) is a document outlining one or more agreements between two or more parties before the agreements are finalized. The concept is similar to a heads of agreement, term sheet or memorandum of understanding. Such outlined agreements may be mergers and acquisitions transaction agreements, joint venture agreements, real property lease agreements and several other categories of agreements that may govern material transactions.

LOIs resemble short, written contracts, but are usually in tabular form and not binding on the parties in their entirety. Many LOIs, however, contain provisions that are binding, such as those governing non-disclosure, governing law, exclusivity or covenants to negotiate in good faith.[1] An LOI may sometimes be interpreted by a court of law as binding the parties to it if it too-closely resembles a formal contract and does not contain clear disclaimers.


  • https://en.wikipedia.org/wiki/Heads_of_terms - A set of heads of agreement, heads of terms or letter of intent is a non-binding document outlining the main issues relevant to a tentative (partnership or other) agreement. A heads of agreement document will only be enforceable when it is adopted into a parent contract and subsequently agreed upon, unless otherwise stated. Until that point, a heads of agreement will not be legally binding


  • https://en.wikipedia.org/wiki/Memorandum_of_understanding - an agreement between two (bilateral) or more (multilateral) parties. It expresses a convergence of will between the parties, indicating an intended common line of action. It is often used in cases where parties either do not imply a legal commitment or in situations where the parties cannot create a legally enforceable agreement. It is a more formal alternative to a gentlemen's agreement. Whether a document constitutes a binding contract depends only on the presence or absence of well-defined legal elements in the text proper of the document (the so-called "four corners"). The required elements are: offer and acceptance, consideration, and the intention to be legally bound (animus contrahendi).


  • https://en.wikipedia.org/wiki/Term_sheet - a bullet-point document outlining the material terms and conditions of a business agreement. After a term sheet has been "executed", it guides legal counsel in the preparation of a proposed "final agreement". It then guides, but is not necessarily binding, as the signatories negotiate, usually with legal counsel, the final terms of their agreement. A term sheet implies the conditions of a business transaction, as proposed by a party. It may be either binding or non-binding. Term sheets are very similar to "letters of intent" (LOI) in that they are both preliminary, mostly non-binding documents meant to record two or more parties' intentions to enter into a future agreement based on specified (but incomplete or preliminary) terms. The difference between the two is slight and mostly a matter of style


Contractural formation and terms


  • https://en.wikipedia.org/wiki/Contractual_term - is "Any provision forming part of a contract".[1] Each term gives rise to a contractual obligation, breach of which can give rise to litigation. Not all terms are stated expressly and some terms carry less legal gravity as they are peripheral to the objectives of the contract.





  • https://en.wikipedia.org/wiki/Mutual_trust_and_confidence - a phrase used in English law, particularly with reference to contracts in UK labour law, to refer to the obligations owed in an employment relationship between the employer and the worker. This concept relates to a new but highly important concept in employment law, and constitutes a term that is implied into all employment contracts. The implied term means that both the employer and employee should behave in such a way as to not undermine the employment relationship. Academics now talk of the duty of good faith in the employment relationship (i.e. both parties should "look out" for each other). It is such an important issue that this implied term can override (in certain circumstances) an express term of the employment contract. e.g. excessive hours for junior doctors (See the Court of Appeal decision in Johnstone v. Bloomsbury Health Authority)



  • https://en.wikipedia.org/wiki/Illegal_agreement - under the common law of contract, is one that the courts will not enforce because the purpose of the agreement is to achieve an illegal end. The illegal end must result from performance of the contract itself.


  • https://en.wikipedia.org/wiki/Consideration - the concept of value offered and accepted by people or organisations entering into contracts. Anything of value promised by one party to the other when making a contract can be treated as "consideration": for example, if A signs a contract to buy a car from B for $5,000, A's consideration is the $5,000, and B's consideration is the car.


  • https://en.wikipedia.org/wiki/Standard_form_contract - sometimes referred to as a contract of adhesion, a leonine contract, a take-it-or-leave-it contract, or a boilerplate contract) is a contract between two parties, where the terms and conditions of the contract are set by one of the parties, and the other party has little or no ability to negotiate more favorable terms and is thus placed in a "take it or leave it" position. While these types of contracts are not illegal per se, there exists a very real possibility for unconscionability. In addition, in the event of an ambiguity, such ambiguity will be resolved contra proferentem against the party drafting the contract language.


  • https://en.wikipedia.org/wiki/Boilerplate_clause - a legal English term that is used in conjunction with contract law. When forming contracts, parties to the contract often use templates or forms with boilerplate clauses (boilerplate language, used as standard language). Such clauses refers to the standardized clauses in contracts, and they are to be found towards the end of the agreement. Including boilerplate clauses is the process by which parties to the contract may better define their relationship and the will to provide certainty if terms in the contract are ever disputed. Boilerplate clauses are standard contractual terms that are routinely included in many contracts.


  • https://en.wikipedia.org/wiki/Force_majeure - A force majeure clause is designed to protect against failures to perform contractual obligations caused by unavoidable events beyond a party’s control, such as natural disasters. Force majeure clauses are primarily used to identify circumstances in which performance of contract may be forgiven.
  • https://en.wikipedia.org/wiki/Arbitration - clause which is stated to forgo taking any dispute that may arise to court. Parties to the contract are to refer the dispute to an arbitrator to reach out-of-court settlement.


  • https://en.wikipedia.org/wiki/Collateral_contract - a collateral contract is one that induces a person to enter into the main contract. For example, if X agrees to buy goods from Y that will, accordingly, be manufactured by Z, and does so on the strength of Z's assurance as to the high quality of the goods, X and Z may be held to have made a collateral contract consisting of Z's promise of quality given in consideration of X's promise to enter into the main contract with Y.



Offer and acceptance

  • https://en.wikipedia.org/wiki/Offer_and_acceptance - a traditional approach in contract law. The offer and acceptance formula, developed in the 19th century, identifies a moment of formation when the parties are of one mind. This classical approach to contract formation has been weakened by developments in the law of estoppel, misleading conduct, misrepresentation and unjust enrichment.
  • https://en.wikipedia.org/wiki/Mirror_image_rule - also referred to as an unequivocal and absolute acceptance requirement, states that an offer must be accepted exactly with no modifications. The offeror is the master of one's own offer. An attempt to accept the offer on different terms instead creates a counter-offer, and this constitutes a rejection of the original offer.
  • https://en.wikipedia.org/wiki/Posting_rule - an exception to the general rule of contract law in common law countries that acceptance of an offer takes place when communicated. Under the posting rule, that acceptance takes effect when a letter is posted (that is, dropped in a post box or handed to a postal worker). In plain English, the "meeting of the minds" necessary to contract formation occurs at the exact moment word of acceptance is sent via post by the person accepting it, rather than when that acceptance is received by the person who offered the contract.

Further the posting rule does not apply to instantaneous forms of communications. For example, in Entores Ltd v Miles Far East Corporation [1955] 2 QB 327, the Court held that the posting rule did not apply to an acceptance by telex as the Court regarded it as an instantaneous form of communication. The general principle that acceptance takes place when communicated applies to instantaneous forms of communication. Courts have similarly held that the posting rule does not apply to acceptances by telephone or fax. The courts are yet to decide whether e-mail should be regarded as an instantaneous form of communication. If the offeree were to convey acceptance by commercially unreasonable means - by cross-country pony express, for example - the acceptance would not be effective until it had actually been received.


Frustration / breech of contract / tort

  • https://en.wikipedia.org/wiki/Frustration_in_English_law - an English contract law doctrine that acts as a device to set aside contracts where an unforeseen event either renders contractual obligations impossible, or radically changes the party's principal purpose for entering into the contract.


  • Actual breach = non-performance or improper performance
  • Anticipatory breach = attempt to cancel contract before performance


  • https://en.wikipedia.org/wiki/Mistake_(contract_law) - an erroneous belief, at contracting, that certain facts are true. It can be argued as a defense, and if raised successfully can lead to the agreement in question being found void ab initio or voidable, or alternatively an equitable remedy may be provided by the courts. Common law has identified three different types of mistake in contract: the 'unilateral mistake', the 'mutual mistake' and the 'common mistake'. The distinction between the 'common mistake' and the 'mutual mistake' is important. Another breakdown in contract law divides mistakes into four traditional categories: unilateral mistake, mutual mistake, mistranscription, and misunderstanding.


  • https://en.wikipedia.org/wiki/Misrepresentation - an untrue or misleading statement of fact made during negotiations by one party to another, which then induces that other party into the contract. In England, misrepresentation is an amalgam of contract and tort; and its sources are common law, equity and statute; so a claim in misrepresentation may givie rise to action in the tort of deceit, as well as contract law. A representation may be made in writing, orally, or even by conduct. Generally, statements of opinion or intention are not deemed statements of fact; but if one party appears to have specialist knowledge of the topic, his "opinions" may be considered actionable misstatements of fact.


  • https://en.wikipedia.org/wiki/Tort - in common law jurisdictions, is a civil wrong that causes someone else to suffer loss or harm resulting in legal liability for the person who commits the tortious act.


  • https://en.wikipedia.org/wiki/Negligence#Elements_of_negligence_claims - a failure to exercise the appropriate and or ethical ruled care expected to be exercised amongst specified circumstances. The area of tort law known as negligence involves harm caused by failing to act as a form of carelessness possibly with extenuating circumstances. The core concept of negligence is that people should exercise reasonable care in their actions, by taking account of the potential harm that they might foreseeably cause to other people or property.


  • https://en.wikipedia.org/wiki/Gross_negligence - the "lack of slight diligence or care" or "a conscious, voluntary act or omission in reckless disregard of a legal duty and of the consequences to another party." In some jurisdictions a person injured as a result of gross negligence may be able to recover punitive damages from the person who caused the injury or loss.

Negligence is the opposite of diligence, or being careful. The standard of ordinary negligence is what conduct deviates from the proverbial "reasonable person". By extension, if somebody has been grossly negligent, that means they have fallen so far below the ordinary standard of care that one can expect, to warrant the label of being "gross". Gross negligence may thus be described as as reflecting "the want of even slight or scant care", falling below the level of care that even a careless person would be expected to follow. While some jurisdictions equate the culpability of gross negligence with that of recklessness, most differentiate it from simple negligence in its degree.



  • https://en.wikipedia.org/wiki/Remoteness_in_English_law - a set of rules in both tort and contract, which limits the amount of compensatory damages for a wrong. In negligence, the test of causation not only requires that the defendant was the cause in fact, but also requires that the loss or damage sustained by the claimant was not too remote. As with the policy issues in establishing that there was a duty of care and that that duty was breached, remoteness is designed as a further limit on a cause of action to ensure that the liability to pay damages is fairly placed on the defendant.



  • https://en.wikipedia.org/wiki/Measure_of_damages_under_English_law - Damages for breach of contract is a common law remedy, available as of right. It is designed to compensate the victim for their actual loss as a result of the wrongdoer’s breach rather than to punish the wrongdoer. If no loss has been occasioned by the plaintiff, only nominal damages will be awarded. A victim will not necessarily recover every loss which flows from the breach by the defendant. In order to recover any damages, the losses suffered by the victim must be caused by the defendant, and not be too remote. Further, the plaintiff has a duty to mitigate his losses.


Property

  • Recovering co-mingled goods - Statutes and regulations do not offer much support; the Sale of Goods Act 1979 only recognises the right of the contractor to rely upon a retention of title (“ROT”) clause in his contract (s19 SGA 1979) which is the clause often relied on in an economic downturn.

Retention of Title clauses - In its simplest form, a ROT clause is a mechanism by which a contractor attempts to prevent the passing of title in goods supplied until he receives payment in full by the buyer. This type of clause can be extended, for example, to include a claim on the proceeds of sale. Subject to the terms of the clause, if no payment is made by the date stated in the contract, the contractor has the right to repossess his goods. However, the ROT clause has proved problematic in practice. Contractors are often unable to prove that the ROT clause was a term of their contract, and a simple ROT clause does not cover goods which are mixed or bonded with other goods (“comingling”), such as during a manufacturing process, because of problems of identification.

Contract examples




  • docracy - open legal contract collection and advice - internatinal


  • Simply-Docs - Legal, Business & Property Documents & Templates. Hundreds of Documents for the Price of One! - $



Terms and conditions

  • https://en.wikipedia.org/wiki/Terms_of_service - also known as terms of use and terms and conditions, commonly abbreviated as TOS or ToS and ToU, are rules by which one must agree to abide in order to use a service. Terms of service can also be merely a disclaimer, especially regarding the use of websites.



"Your business website must include your address and contact details, privacy policy, terms and conditions, exchange and refund policy, quality commitment and information about delivery and payment. Stock availability and pricing should be kept up to date and you must state how much VAT and post and packaging is payable per item." [2]



  • Ecommerce Website Terms & Conditions - Whether you have an ecommerce website, a brochure website, blog / forum website or affiliate website, you can create your own custom, tailored Website Terms and Conditions here, in minutes.


  • TOSBack - The Terms-Of-Service Tracker, a collaboration between the EFF, the Internet Society, and ToS;DR. Every day, we check the Terms and Policies of many online services to see if any of them have changed. The project is currently in beta as we are working on some improvements to ensure greater reliability and coverage. For now, please double check any results with the website operator before relying on them for important legal or journalistic purposes. More crawl data (including the full html pages) is available at tosback.eff.org (same warning applies).

Contracting




  • IPSE (The Association of Independent Professionals and the Self Employed)

IR35







Licencing

See Free/open


Data Protection / GDPR

See also Security

  • https://en.wikipedia.org/wiki/Information_privacy - or data privacy (or data protection), is the relationship between the collection and dissemination of data, technology, the public expectation of privacy, and the legal and political issues surrounding them. Privacy concerns exist wherever personally identifiable information or other sensitive information is collected, stored, used, and finally destroyed or deleted – in digital form or otherwise. Improper or non-existent disclosure control can be the root cause for privacy issues.



  • https://en.wikipedia.org/wiki/General_Data_Protection_Regulation - a regulation in EU law on data protection and privacy for all individuals within the European Union. It also addresses the export of personal data outside the EU. The GDPR aims primarily to give control to citizens and residents over their personal data and to simplify the regulatory environment for international business by unifying the regulation within the EU. It was adopted on 14 April 2016, and after a two-year transition period, becomes enforceable on 25 May 2018. The GDPR replaces the 1995 Data Protection Directive.[4] Because the GDPR is a regulation, not a directive, it does not require national governments to pass any enabling legislation and is directly binding and applicable.

Trading standards


Equity



  • https://en.wikipedia.org/wiki/Unit_trust - a form of collective investment constituted under a trust deed. A unit trust pools investors money into a single fund, which is managed by a fund manager. Unit trusts offer access to a wide range of investments, and depending on the trust, it may invest in securities such as shares, bonds, gilts, and also properties, mortgages and cash equivalents. Those investing in the trust own "units" whose price is called the "net asset value" (NAV). The number of these units is not fixed and when more is invested in a unit trust (by investors opening accounts or adding to their accounts), more units are created.



  • https://en.wikipedia.org/wiki/Resulting_trust - the creation of an implied trust by operation of law, where property is transferred to someone who pays nothing for it; and then is implied to have held the property for benefit of another person.
  • https://en.wikipedia.org/wiki/Constructive_trust - an equitable remedy resembling a trust (implied trust) imposed by a court to benefit a party that has been wrongfully deprived of its rights due to either a person obtaining or holding a legal property right which they should not possess due to unjust enrichment or interference, or due to a breach of fiduciary duty, which is intercausative with unjust enrichment and/or property interference.

Tax

See also Finances#Benefits / credits





Law


Self-assessment





Expenses

  • Allowable expenses = money spent on the day-to-day running of the business "wholly and exclusively" for the purpose of earning profit
  • Keep record of income and expenses, including supporting documents like recipets and bank statements
  • Revenue expenses - premises, phone bills, stationary
  • Household costs = actual costs (proportion) or simplified (flat rate)
    • Rent, electricity, gas
    • Depends of number of frequency of rooms used - don't include toilets, hallways, bathrooms
    • Record of core business activities - doesn't inclue time spent waiting for customers to call or filling in tax return
  • Simplified expeses scheme
    • A flat rate, depending on number of hours (25h or more), rather than proportion of bills.
    • £10 for 25-50 hours, £18 for 51-100 hours, £26 fo 101 or more hours
  • Capital expenditure/allowances - equipment, computer, vehicles, use of usually 2 years or more
    • Capital expenditure / allowances - treated differently
  • Vehicle costs - actual costs (proportion) or simplified (flat rate)
    • Actual cost = milage divided by proportion of business use, potential capital expenditure for wear
    • Flat rate = car or van: 45p < 10k miles, 25p > 10k, Motorcycle: 24p

Working Tax Credit






For a single person, minimum 30 hours work a week, receive up to £790 a year. Limit to income is £13,000 per annum.

Tax Credit Helpline: 0345 300 3900





Sole traders’ tax responsibilities:

  • send a Self Assessment tax return every year
  • pay Income Tax on the profits your business makes
  • pay National Insurance
  • register for VAT if you expect your business’ takings to be more than £77,000 a year.

Limited Company: Any profit it makes is owned by the company, after it pays Corporation Tax. The company can then share its profits.


Dividends


VAT



Duty


Making Tax Digital

  • GOV.UK: Making Tax Digital - How HMRC is making it easier for individuals and businesses to get their tax right and keep on top of their tax affairs.


Employment

Minimum wage

  • https://en.wikipedia.org/wiki/National_Living_Wage - an obligatory minimum wage payable to workers in the United Kingdom aged over 25 which came into effect on 1 April 2016. As of April 2017 it is £7.50 per hour for those aged 25 and over, £7.05 for those aged 21–24, £5.60 for ages 18–20 and £4.05 for under 18s. It was implemented at a significantly higher rate than the preceding national minimum wage rate, and is expected to rise to at least £9 per hour by 2020.

Doesn't apply to directors.

Employment Allowance

Statutory pay

Statutory leave and time-off

Insurance

  • https://en.wikipedia.org/wiki/Liability_insurance - a part of the general insurance system of risk financing to protect the purchaser (the "insured") from the risks of liabilities imposed by lawsuits and similar claims. It protects the insured in the event he or she is sued for claims that come within the coverage of the insurance policy.


  • https://en.wikipedia.org/wiki/Public_liability - part of the law of tort which focuses on civil wrongs. An applicant (the injured party) usually sues the respondent (the owner or occupier) under common law based on negligence and/or damages. Claims are usually successful when it can be shown that the owner/occupier was responsible for an injury, therefore they breached their duty of care.



  • https://en.wikipedia.org/wiki/Professional_liability_insurance - also called professional indemnity insurance (PII) but more commonly known as errors & omissions (E&O) in the US, is a form of liability insurance which helps protect professional advice- and service-providing individuals and companies from bearing the full cost of defending against a negligence claim made by a client, and damages awarded in such a civil lawsuit. The coverage focuses on alleged failure to perform on the part of, financial loss caused by, and error or omission in the service or product sold by the policyholder. These are causes for legal action that would not be covered by a more general liability insurance policy which addresses more direct forms of harm. Professional liability insurance may take on different forms and names depending on the profession, especially medical and legal, and is sometimes required under contract by other businesses that are the beneficiaries of the advice or service.


Support

United Kingdom


  • mentorsme.co.uk - Britain’s first online gateway for small and medium-sized enterprises looking for mentoring services. The free site offers businesses access to a list of quality-assured business mentoring organisations across Britain. An easy-to-use search engine allows businesses to refine their searches according to the life stage of their business and their location in Britain.


  • National Enterprise Network - a unique membership body representing those working in the enterprise support sector across England. We believe our members are crucial to England’s economic growth. Our role is to support their work by representing their interests, promoting the results they achieve and connecting them with opportunities for even greater success. Our membership is traditionally, but not exclusively, made up of not-for-profit enterprise support organisations providing independent and impartial advice, training and mentoring to new and emerging businesses. We represent a variety of enterprise support organisations; including enterprise agencies, Chambers of Commerce, local authorities and other specialist providers.


Scotland



Business Gateway

  • Business Gateway - a publicly funded service contributing to the economic well being of Scotland by providing access to free business support services.  We give assistance and impartial advice to people starting or growing their business by a combination of :- Online support – a comprehensive website with practical information and useful guides. A programme of fully funded local workshops and events held throughout Scotland. Advice to suit specific business needs through a network of experienced business advisers. Business information – a dedicated team providing information and support on all aspects of starting and growing a business.

Scottish Enterprise

Edinburgh

Edinburgh University


Social Enterprise

  • Senscot - For Social Entrepreneurs in Scotland
  • Firstport supports new and emerging social entrepreneurs across Scotland.
  • Opportunities Limited - a successful social enterprise that delivers award-winning services that help to regenerate local communities.  It was awarded Local Enterprise Status in 2003.  From the provision of affordable commercial property and workspace to the delivery of tailored enterprise support services, it aims to develop thriving, inclusive communities.


Other

  • SCOTBIS - Scottish Business Information Service, National Library of Scotland access to market research reports, business databases, international directories, and business and trade journals.
  • Business Improvement Districts Scotland is the national organisation for BIDs in Scotland, providing support, advice and encouragement to business groups, communities and local authorities considering and developing a business improvement district.


  • Scottish Business in the Community is one of the Prince's Charities in Scotland, supporting and challenging its private sector members and its partners to improve their impacts on the economy, environment and society.


  • ScotlandIS - Trade body for the information and communications technologies (ICT) industry, ScotlandIS represents around 200 software, telecomms, IT and creative technologies businesses throughout Scotland.


  • MEDIA Antenna Scotland - Creative Scotland also hosts and co-funds MEDIA Antenna Scotland, the information office of the European Union’s MEDIA Programme which offers a wide variety of funding for film, television and new media. MEDIA offers funding for development, training, distribution, markets and festivals.
  • Creative Scotland offers a range of investment opportunities across the arts, screen and creative industries through a range of initiatives, projects and activities designed to develop talent, audiences and businesses across the country.
  • Cultural Enterprise Office - (CEO) is Scotland’s only dedicated business support organisation for the Creative Industries. We understand the creative process and empathise with the joys and challenges of manifesting ideas into reality. Our support is accessible and we're here to help at every step of your journey. Let us challenge the why and help with the how.



  • Skills Development Scotland - the national skills body supporting the people and businesses of Scotland to develop and apply their skills.


Europe

Social news / media






Freelance work









Remote




Consulting







Proposals


Examples