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  • Jordan Publishing Business Start-up Pack
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Law for Business Contributors

Meet the Authors

Jordan Publishing Business Start-up Pack


​This pack provides start-ups and newly formed business with the essential regulatory and compliance information from a trusted source.

This pack provides newly formed businesses with guidance on complying with regulations and being alert to legalisticissues in company commercial matters.

The pack contains three books and some factsheets written by leading experts - more information on the content can be found on the contents tab.

The benefits of pack is that it enables you to:
  • Quickly understand what you must comply with, without having to decipher through a lot of information
  • Effectively brief your advisor, saving you both time and fees
  • Always have access to facts, written by experts but without the jargon

You will find guidance on
  • Company compliance governing the running of a limited company
  • Protecting your intellectual property - your trade marks, patents, product designs and proprietary software
  • Data protection regulations - keeping your customer and staff data safe
  • Using a non-disclosure agreement to protect confidential information
  • Corporate insurance - what does this mean?
  • Your duties as a company director and bringing in a company director from outside
  • Employing people within regulations and following good practice with sample documentation
  • Bringing in new shareholders, ensure you have an agreement in place
  • Why and when to ask a solicitor to review the company's articles
This pack contains three books and an information booklet on business matters.

 Running a Limited Company
 Employment Guide to Procedures
 Director's Guide to Duties
Factsheets Compliance and Legal Risks
contains information on:

 Reviewing your company articles
 Why a Shareholder Agreement is important
 IP protection
 Data protection
 Non-disclosure agreements
 Corporate insurance
 Health and safety
 Commercial lease checklist
 Tax breaks for R&D, internet businesses, grants and government funding

Read the contents for Running a Limited Company 
Read the contents for Employment Guide to Procedures 
Read the contents for Director's Guide to Duties 

Jordan Publishing Business Start-up Pack is designed to provide the newly-formed business with expert guidance on complying with regulations along with pointers on some legalistic issues which can sometimes trip up the unwary business owner. This Pack is equally relevant to the business owner who has set up business in the last two years and is encountering a number of regulatory matters as the business expands.

The Pack is delivered in digital format for ease of access and portability. It contains extensive information so we therefore recommend that you view it on screen and only print those pages as required using the print range button on your screen.

In navigating the contents you will see that the Pack contains four books:
  • Running a Limited Company
  • Employment Guide to Procedures
  • Director’s Guide to Duties
  • Factsheets on Compliance and Legal Risks
Running a Limited Company now in its eighth edition is a long established textbook which has been widely used by thousands of small companies. It is a good starting point for understanding all the compliance and regulatory elements governing a private limited company.

Employment Guide to Procedures guides you through the highly regulated process of recruiting and employing staff and implementing proper procedures. There are also a handful of employment templates drafted by a leading expert in employment law that may prove useful as a prompt for briefing your legal advisor on what you require in terms of employment documentation.

Director’s Guide to Duties is presented in a question and answer format that distils the duties owed by a director including appointing a director from outside the owners of the company.

The Factsheets on Compliance and Legal Risks provide a mixture of compliance and commercial information ranging from corporate insurance, health and safety policy, entering into an NDA, understanding how intellectual property law is used to protect patents, to complying with data protection rules when dealing with customers.

If you would like to receive news updates on regulatory and compliance matters you can visit Jordan Publishing’s Law for Business News and Comment website and sign up for regular updates at http://www.jordanpublishing.co.uk/practice-areas/law-for-business.

Jordan Publishing
Jordans Corporate Law Limited
June 2014

Read the Preface of Running a Limited Company 
Read the Preface of Director's Guide to Duties 
Running a Limited Company
David Impey, 
 David has been a solicitor for 29 years, specialising in company and related law for private limited companies. David is also a qualified marketer, and his career includes profitable spells as Marketing Director of a market-leading legal services company, as well as twice setting up and running his own small business. He combines technical competence in company law with in-depth understanding of small and medium-sized businesses.
Nick Montague, 
 Nick Montague is a Chartered Accountant, a marketeer and an experienced business adviser. He has worked with and assisted SMEs across a range of sectors and activities for 30 years. When not working in the business world he is a professional musician and conductor.

Employment Guide to Procedures

Simon Harding
, 36 Bedford Row
Employment templates drafted by Edward Benson
Director's Guide to Duties

Mike Griffiths
, formerly Deputy Head of the School of Law, University of Wolverhampton
Factsheets Compliance and Legal Risks

Simon Bates
Author of the section on terms and conditions.

Ian is an experienced health and safety professional, previously a health safety inspector, and now Head of Environmental Health & Housing at West Devon Council.
Darren Heath
Author of the sections Corporate Insurance, Data Protection, Non-disclosure Agreements and IP protection.
Nick Montague
Author of the section on Tax breaks for R&D, internet businesses, grants and government funding.

Jonathon Rushton
Author of Commercial Leases – A Guide for New Businesses.
Click here to look inside the pack.

Running a Limited Company

Chapter 4 - Shareholders' Agreements

4.1 The balance of power under company law

This book contains many examples of two balances of power under company law. The first is the balance between the freedom of the directors to manage the business of the company profitably, and the need to prevent them from abusing that freedom. The second is the balance to be struck as to the respective powers and rights of the shareholders as against each other.

The Companies Acts and the courts establish a framework within which these two balances are set. It assumes that, subject to certain safeguards against abuse, majority shareholders should have their way.

However, companies are often owned and managed by two or more people who see themselves as having a relationship more akin to a partnership than the relationship envisaged between shareholders under company law – a relationship often referred to as a ‘quasi-partnership’ by lawyers.

Alternatively, the company may be wrapped around a family hierarchy, or there may be outside investors, or employee shareholders. In all of these instances, there may be good reasons why the usual framework is inappropriate.

Employment Guide to Procedures

Chapter 4 - Contracts, Staff Handbooks, and Personal Files. 

4.2 Employing foreign workers

It is impossible to do justice to such a complex subject in a very short space, but you must understand that employing foreign workers is an extremely complex issue. The resources section of this book takes you to links from the Home Office’s website which will give you much greater information on these issues.

The concept of foreign workers in essence means anyone who is not a British citizen who requires permission to work from the Home Office.

Employers should be aware that if they employ anyone who does not have legal permission to work in the United Kingdom, they are committing a civil and/or criminal offence and can face fines of £5,000-£10,000 or worse.

The impetus therefore is on you the employer to ensure that everyone you employ has the right to work.

You can take nothing for granted. You cannot assume that someone who has a certain broad English or Scottish accent, for instance, was born in the country and has permission to work. I have been involved in cases where the employee seems as English as anyone else, but in fact, unbeknown to even themselves, was not in the country lawfully.

It is therefore essential when employing any member of staff, of any nationality, that you take correct identity documents from them and in particular, where possible, a copy of their passport. The situation for employees who do not have passports is more complex and is outside the scope of this book. However, a copy of your prospective employee’s passport will be sufficient to demonstrate whether or not they have a British citizenship or not.

If they do not, you will need to look within that passport to make sure that they are either a citizen of the European Union or that they have the necessary permission to work contained within their permits.

These permits are multi-coloured documents, usually pasted within a passport and will state very clearly whether someone has permission to work or not.

If you are unsure, then you may contact the Home Office for further clarification. But as I said above, if you failed to correctly ascertain whether a member of your staff can work legally in the UK, you face significant financial and criminal penalties if caught.
The situation for recruiting foreign workers is even more complex.

If you wish to employ someone who is not a citizen of the EA or a British citizen, or a citizen with rights to work in the UK, then you may need to make sure that you are sponsored by the Home Office to be able to employ people.

You must be a trusted sponsor within the Home Office scheme, otherwise you are in fact unable to employ foreign workers.

This subject is very complex and well outside the scope of this book, but the resources section will point you in the correct direction. In particular, you will need to look at the sections regarding quotas for certain types of employees.

Directors' Guide to Duties 

Chapter 2 - Appointment and Formalities 

2.4 How can someone be appointed as a director?

When a company is first established or incorporated, a form has to be completed and sent to the Registrar. The first directors are named in this form and they automatically become its first directors on incorporation. This is how Mr and Mrs Parent became directors. However, the company is now in existence and Mr Outsider is being brought in as a further director.

To consider how a further director may be appointed it is necessary to consider the dynamics within a company. A company might be said to have two power organs; these are the members acting together as a body in general meeting (or, more commonly in small companies) by a written resolution agreed to by a majority of the members, and the board of directors. We shall be considering the dynamics between the two later in chapter 8, but suffice it to say at this stage that some corporate decisions need by law to be taken by the members whereas others can be taken by the board of directors.

The appointment of a new director can generally be made by either of these processes. The members may make an appointment by a simple majority of those members voting in a general meeting or by written resolution approved by a majority of all of the members of the company. So, too, the directors can by a simple majority in a board meeting. When the decision is taken by the members, this usually means a simple majority of the votes cast in a general meeting including those votes cast through a proxy. In most companies members have one vote for every share which they hold. In the case of a written resolution, the majority is of the total votes within the company. If the company has 1,000 shares, then 501 positive votes are required for a simple majority. Sometimes the internal constitution of a company will give certain shareholders weighted voting rights for their shares, but this is the exception rather than the norm.

So, given that there are 4,000 shares issued within Happy Families (Hairbands) Ltd held equally by four different persons, in real terms three must vote for Mr Outsider’s appointment. However, given that this is a small family company in which there are four persons, a mum and dad and two of their children, the decision to admit Mr Outsider who is presumably not a member of the family is probably going to have been taken unanimously by the family.

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