Sky-walker
yes and no
no, becos it remains you the commmandement of the land.
yes,becos it will be like a joke when you disobey it and be ban

you guys are making me look crazy

Siena
you said that is free of charge?pls i want to get more information from you.
thank you

Siena,
am in afikpo in ebonyi state

mimiko
thank you

i need a driving lience.please if you have any valid information,let me know by;chukwuma.okeke@gmail.com
thank you

clemcykul
why not every time?

;d

;d

:d

ok

Devotion
Dave went on a business trip for a few days. When he returned, his wife reported that the dog really missed him. "She spent every night at the front door, waiting for you to come home," she said.

"What an example of devotion," Dave replied. "I wonder if you'd be that concerned about me?"

"Honey," she answered, "if you were gone overnight, and I didn't know where you were, you can be sure I'd be waiting for you at the front door."

convant will feed you,

1.mentally
2.spiritually
3.physically and
4.how to handle life challenge

Ever Go Fishing?
A man was speeding down the highway, feeling secure in a group of cars all traveling at the same speed; however, as they passed a speed trap, he got nailed with an infrared speed detector and was pulled over.

The officer handed him the citation, received his signature and was about to walk away when the man asked, "Officer, I know I was speeding, but I don't think it's fair - there were plenty of other cars around me who were going just as fast, so why did I get the ticket?"

"Ever go fishing?" the policeman asked.

"Uhhh, yeah, " the startled man replied.

The officer grinned and added, "Ever catch ALL the fish?"

Feeding the Baby
A first-time father was taking a turn at feeding the baby some strained peas. Naturally, there were traces of the food everywhere, especially on the infant.

His wife comes in, looks at the infant, then at her husband staring into space, then says, "What in the world are you doing?"

He replied, "I'm waiting for the first coat to dry, so I can put on another."

seun,of course!

3 reansons why i like him

1.he is merciful
2.he is gracious
3.he is handsome

reason i dont like him
1.he have banned me
2.he is EFCC
3.he is ,

clemcykul
i love you like my greatgrand mother.

clemcykul
thank you

clemcykul
a madman is a madman.are you one?

how abt print out?

go and price in the market

How to Set Up and Run Your Own Business

I think it's important in life to be a success, and yet it is surprising how unambitious the career options proposed by most schools (and some universities) are. They assume that you want to get a job and be paid a regular wage, have a mortgage, retire at a particular age, etc, but without making all this sound too much like the song "Choose Life", it has to be said that you really can choose your future and you really don't have to do the normal expected thing.

What would be nice would be to make a fortune and become immensely rich. Looking at this aim in a practical sense, it soon becomes obvious that even if you get a well-paid job and work until you're 65 years old, you'll not really become truly rich. You don't get rich by working for someone else. A better plan is required. There are various ways of becoming rich: Winning the Lottery, but this requires luck. Being a STAR, but this requires star-quality and luck as well (more about this later). And then there's running your own business, which anyone with enough sense and determination can do. You don't need to be brilliantly clever, lucky, have star-quality, have an ancestry of entrepreneurs on both sides of the family, or be quite well-off to start with, although all these things help a bit. What really helps is getting a few things right, and now I'll go on to describe these things, in the general helpful hints and tips by Zyra style,

* The first myth to explode about running your own business, is the notion that to start any business requires a lot of money. This idea is believed by almost everyone, strange as it may seem. Whilst it is true that some types of business require an enormous initial outlay, most only require a very modest initial investment, and some require virtually no money at all to start them off! It is quite practical to start a business with no more money than you spend on a Saturday night and end up eventually becoming a multi-millionaire.

* Don't get me wrong about this - becoming rich by setting up your own company is not a get rich quick system. Running your own business is harder work and requires longer hours than having a 9-5 job. It's not an "easy option". The point is that you CAN become immensely rich, not that it's easy. However, if you hate being poor, the extra work required to become rich may be worthwhile.

* The essence of running your own business with success is a matter of good planning. It is a strategic planning philosophy which works best, as seen in the Direct Drive idea. You plan what you're going to do, work out what kinds of things might go wrong, and test the ideas out to see what's practical. If you play chess, apply that chess-playing logic to life and money, and you are likely to be a success.

* Determination is important. It's best to have an attitude of being persistent in working on your business. You have to keep on at it even though it's hard work and doesn't have any immediate reward.

* Accounting. It's not boring. There are two types: Tax accounting and Admin accounting. Tax accounting is done as follows: Collect all important-looking financial paperwork and put it all into a large bag. Look after this carefully and give it to your accountant. Admin accounting is something you do yourself, where you work out on the back of an envelope how much money you are getting in and how much money you are spending. Every part of your business has to make sense financially. So, if you're manufacturing something, it has to sell for more than the cost of all the parts (sounds silly, but I have seen businesses where this was not so!).

* This idea of "Admin accounting" is important and extends into having a knowledge of the way money works. If you have a cash register/till with £1000 in it, a person with no capitalist sense may tell you that you have made £1000. You've got to know this is not true. Your takings might be £1000, but if your stock cost you £800, then you've only "made" £200. Minus your overheads.

* Overheads are the cost of running a business, such things as electricity, property maintenance, insurance, fuel, the type of things that still cost money regardless of how much business is going on. Watch out for overheads very carefully. Keep them to a minimum if possible. I've seen companies that take in huge amounts of money and yet still go broke because their overheads are too big. But this is no secret threat that can creep up and bite you. You can quantify overheads and work out exactly how much money your company needs to make to cover them.

* Open a bank account but try to avoid paying "business rates" for it. Most banks have some kind of special offer on free banking with a current account. You don't need to pay for the privilege of paying cheques in, or any kind of monthly fee generally. If you can't find a bank account that's free, run your business from a building society account!

* Avoid PARTNERSHIPS. Especially with your friends! If you decide you must have a business relationship with someone, make sure it's all written down and everyone knows exactly what they are supposed to do.

* Limited liability. Whilst it's tempting to be a LTD company, this is often overrated and misunderstood. The advantages and disadvantages of being Limited are mainly not to do with the snazziness of the company but are to do with investor insurance and formal management. It's often easier and less expensive to be a sole trader. In most capitalist countries, a person can declare themselves to be a company (not limited) just by stating the fact, and there is no official registration required. This is very good for business, as companies can be created ad-lib by would-be entrepreneurs and can succeed or fail on their own merits.

* There are many types of business you can set up. I have run many businesses (with greater or lesser success) since I left university in 1982. My current business makes more money than if I had a well-paid normal job, and it is THIS WEBSITE www.zyra.org.uk , and I can go on and tell you about affiliate marketing if you like, but you'll probably have some entirely different brilliant idea for a business!

* Your own website. Whether you're an Internet business or not, it's good to have your own website! This does not have to be expensive. See How to Get a Free Website. All web design companies and affiliate marketing companies have their own websites, but most fishmongers and windowcleaners don't usually have. However, having a website is good for business. Customers are often impressed to see "www." on the company's "premises". Also see how to choose a domain. (Don't be caught out by cybersquatters or fooled by rogues phoning in and claiming to be able to sell you your domain! Buy it yourself, first!)

And now here are some things to watch out for, potential threats to a company which can be seen in advance if you know about them:

* Beware of CREDIT. Obviously beware of borrowing too much money from the bank and paying loads of interest. But also beware of extending credit to your customers. If you do, some of them will not pay up, and the rest will have to subsidise them! It's better to be CASH ONLY and IN ADVANCE. This will allow you to sleep better, will be cheaper for your customers, and will not let bad payers damage your business! Remember: Bad payers come in many disguises. They may look reputable, look rich, and seem honest, but can bounce cheques on you and make lame excuses. Don't let them get away with it!

* When signing anything, always read all of it. If there's too much smallprint it's better to refuse to sign it than to sign it without reading it.

* Don't have "all your eggs in one basket". If you're a supplier, don't let your business become DEPENDENT on one customer. A well-balanced company should be able to survive the loss of any one or two customers and still survive. The problem is especially bad where a small company is a supplier to a big supermarket and sells 80% of their produce to the supermarket. It has been known for the customer to eat the company whole by withdrawing the deal, making the company go broke, and then buying the company up for next-to-nothing at the liquidation sale. To avoid this, always have enough lifeboats, such that even if the worst happened, you will not be lost without trace.

* Also, if you have a small shop, be on good terms with other small shops as much as possible but beware of the habits of some of the larger rivals. Some of the more disreputable places have been known to nobble the suppliers, making dodgy exclusivist deals to try to cut out the small shops. For that reason it's best to suss out the enemy before they suss you out. Wherever possible it's best to have many different suppliers who are all in healthy competition with each other, and to be in-the-know with the friendlies, who all know who the worst offender is. Some small towns live under economic oppression and poverty because of the unreasonable business behaviour of a few vested interests who "own the town".

* Another threat to a business which has to be watched out for is to do with commercial rent. If you rent a building, be very careful and be on your guard for this. Some landlords have a habit of waiting for a business to be a success and then doubling the rent. To avoid this, make sure the smallprint is not too bad, and also have options open to move to different premises if the problem occurs.

* Don't work too hard, have no fun, and catch the dreaded diabetes. Also, if you run a small business, make sure that even if you were to suffer from a sudden attack of bad health, your business will not be bankrupted. Self-employed people have no statutory sick pay or other compassionate safety nets. Therefore it's best to make provision to have some kind of understudy and living will!

To sum it up:

If you have a desire to run your own business, then you should do it! However, plan what you're doing well and have good strategy worked out in advance. if you've got a good idea, give it a try. Don't risk more money than you can afford to lose, and don't be put off by problems that occur. Listen to different people's good advice and then make your own mind up about whether they are right or not. In principle anyone who can think logically and has some determination about them can run their own business, and some of them will make money. I wish you well with it!

Background

The Companies Bill, formerly called Company Law Reform Bill, received Royal Assent on the 8th November 2006. The Companies Act 2006 (‘the Act’) consists of 1300 sections and is the single largest piece of legislation ever made.

The Act is a comprehensive code of company law. It restates and replaces most of the Company Law provisions of the 1985, 1989 and 2004 (Audit, Investigations and Communities Enterprise) Acts and also introduces a wide range of changes to a number of areas such as formation of company, directors’ duties and liabilities, shareholders’ rights, share capital maintenance etc,

In the official press release of the 8th November 2006, Secretary of State of the Department of Trade and Industry, Alistair Darling, said that all parts of the Act will be in force by October 2008. He further stated that the provisions on company communications to shareholders including provisions facilitating electronic communication will be the first to take effect from January 2007. This is because of its perceived immediate benefits to the businesses. It is expected that the majority of the provisions of the Act will be brought into force by October 2007.

Mr. Darling also said that these changes introduced into the Act will bring £250 million of savings annually for businesses including £100 million for the small businesses.

Key changes introduced by the Act

The key changes are as follows:

1. Codification of directors’ duties, including a new duty to promote the success of the company;

2. Giving all directors an option to file service addresses on the public record rather then private residential addresses;

3. Promoting shareholders’ engagement and a long-term investment culture through enhancing the power of proxies and enfranchising indirect investors;

4. Simplifying and de-regulating the legal requirements for running private companies through measures such as simplification of capital maintenance provisions, abolishing of the prohibition on financial assistance for private companies purchasing their own shares, etc.;

5. Extending rights of shareholders to sue directors for negligence and other defaults and rights to bring derivative claims on behalf of the company in certain circumstances;

6. Prescribing a new criminal offence of recklessly or knowingly including misleading, false or deceptive details in audit reports;

7. Introducing measures to allow companies to limit the liability of their auditors;

8. Simplifying the company formation process including abolishing the requirement for authorised share capital;

9. Facilitating e-communications;

10. Making it easier for company law to be updated in the future.

It is with changes to the private companies this article will now turn to.

Changes to private companies

A private company is defined in the Act as “any company that is not a public company”.

The government’s “Think Small First” approach in reforming the Companies Law Acts 1985, 1989 and 2004 has resulted in sweeping changes being brought into the running of the private companies in the Companies Act 2006.

The main changes to the private companies are set out below:-

1. New Model Articles for private companies

Articles are rules governing the internal affairs of a company. Model articles have been provided since Victorian times for certain types of companies, for example Companies Act 1985 Table A provides model articles for companies limited by shares. However, through the passage of time and in spite of several revisions, Table A has failed to take account of the changes in law and has become to a large extent irrelevant for companies, especially small private companies, who adopt it as their default articles.

In light of this and with a view of simplifying the legal framework for small private companies, separate sets of model articles for private and public companies limited by shares will be provided. In addition, for the first time, there will be a separate set of model articles for companies limited by guarantee.

2. A private company will no longer be required to have a company secretary

Previously all companies are required to have a company secretary. The Act provides that private companies no longer are required to have a company secretary. However, if a private company decides to appoint a company secretary, then the authority of a private company secretary will be the same as that of a public one. Therefore, the appointment of a company secretary to a private company must be notified to the registrar of companies and be recorded in the company’s register of secretaries.

3. Simplified decision- making process

The decision-making process of the private companies will be simplified by removing the statutory requirement of holding AGM and making it easier to take decisions by written resolutions.

Under the 1985 Act, private companies can resolve to use the elective regime to dispense with some of the formalities such as holding AGM, laying accounts, etc. The Act sets the elective regime as a default position for the private companies. To put it another way, no AGM will need to be held unless the company makes a positive decision to do so. It must be noted, however, members holding 10% of the voting rights can request a company to hold an AGM.

Previously, written resolutions must have unanimous consent of the members. The Act provides that the normal rule for special and ordinary resolutions will apply to written resolutions; in other words, a simple or 75% majority will be suffice to pass a written resolution.

4. Simplifying capital maintenance provisions through abolishing prohibition on financial assistance for private companies purchasing their own shares and introducing a simpler mechanism for capital reductions.

The Company Law Review (CLR), which was set up in 1998 to review the core company law with a view of modernising company law and making it more accessible and less bureaucratic and costly, concluded in its Final Report to the Secretary of State on 26th July 2001 that the capital maintenance provisions are largely irrelevant to the vast majority of small private companies given that the majority of small private companies have an issued share capital of £100 or less.

The 1985 Act recognised this by carving out a number of exceptions to the capital maintenance rules for private companies, but, because the relevant provisions are drafted as exceptions, private companies have to understand the rules and then identify the exceptions. In addition, the exceptions are not drafted in a simple, user-friendly language.

Furthermore, it is generally accepted that the rules are capable of catching potentially beneficial or innocent transactions. As a result companies spent disproportionate amounts of time and money in structuring the transactions in order that they do not fall foul to these rules. CLR therefore recommended abolishing financial assistance provisions and simplifying capital reductions regime.

The Act implements the recommendations of CLR by introducing a number of deregulatory measures to remove rules which appear unnecessary and disproportionate for private companies including the financial assistance rules. Private companies will be able to give financial assistance for the purchase of their own shares subject only to the restriction or prohibition in their articles.

The Act introduces a new regime whereby a private company may now avoid the necessity of going to the court by utilising a new procedure under which share capital can be reduced through a special resolution of the members supported by a solvency statement made by the directors.

The Act also remove the shareholders’ approval for allotment of shares and empowers the directors to allot shares as they see fit subject only to the pre-emption rights and on condition that the company will have only one class of shares after the proposed allotment.

Other changes introduced in the Act such as simplifying the formation of company etc. are applicable to both private and public companies which will not be covered in this article.

It is designed that the changes in the law will not oblige the existing companies to do anything. However, companies, especially private companies that wish to take advantage of the benefits of new provisions in the Act will need to act accordingly. For example, if a private company wishes to have no AGM or no secretary as the default, then it will need to amend its constitution.

Further Bytestart Companies Act 2006 Articles

Companies Act 2006 and Directors Duties
Companies Act 2006 - Major Changes for Small Business Owners

More information
If you need any advice on any aspect of the Companies Act 2006, please contact Sykes Anderson's company commercial department, Senior Partner, Christopher Sykes, chris.sykes@sykesanderson.com; or Chris’s assistant, Commercial Solicitor, Peijun Xia, Peijun.xia@sykesanderson.com.

At the start of a business venture participants are usually confident that their new company will flourish and they can put aside thoughts of potential problems. However most new companies fail within the first three years and 78% of existing companies have faced litigation within the last 12 months according to a recent survey.

Here are a few hints to help you navigate your way through the minefield of potential issues which could embroil you and your embryonic business in litigation.

Prevention is better than Cure

Effective planning is the best way to ensure that the company is run effectively and to avoid disputes or manage them in a way which does not damage the company.

ALWAYS have a properly drafted shareholders agreement in place. Although it may be difficult for non-lawyers to check the drafting of an agreement, use your common sense and do not accept an agreement if it does not cover all the bases. A badly drafted agreement causes more problems than no agreement at all. If in doubt, seek a second opinion. Remember, if you don’t understand what you’re signing, chances are that your co-participants also do not understand. This is likely to lead to litigation.
NEVER assume that good friends will make good colleagues. Ensure that service agreements are in place for all employees and directors.
Consider exit provisions carefully. In cases of equal partnership consider whether a breakdown in the working relationship will lead to the dissolution of the company or one party buying out the other on agreed terms.
Consider what will happen if one of you becomes ill, incapacitated or dies. Will representatives be allowed to take over and get involved in running the business? Can the business continue? Getting embroiled in probate, family and court of protection proceedings can cause massive headaches. Insurance may be a good idea but you will need to agree the beneficiaries of any policy and you will also need to make provision for who gets any money, shares or distributable assets of the company in these circumstances.
Effective use of restrictive covenants preventing shareholders and directors from competing with the business of the company or diverting business for personal profit is essential. Always take legal advice on these clauses as widely or badly drafted restrictive covenants will not be enforceable.
How the company is to be funded, by equity (shareholder capital) or debt (loans from shareholders or institutions such as banks).
Consider personal liability for directors and shareholders. A new business will not usually have a trading history and therefore trade accounts, leases and other regular payments and credit agreements may need to be backed by personal guarantees. How will these be met if things go wrong?
You Can’t Plan For Everything
It is not possible to plan for everything. Although planning reduces risks, problems still crop up. Spotting the problem early and taking appropriate steps and, where necessary, advice is essential.

Any agreement between the shareholders will not absolve you from statutory liability. Ensure that you and all other directors, agents, employees and professional advisers understand your legal obligations and, if in doubt take legal advice. A recent survey indicates that failure to comply with regulatory matters is the prime reason that directors come before the court.
Look for the warning signs that directors and employees are not taking their duties seriously. Early leaving and late arrival, an overabundance of sick days, suspicious behaviour such as unnecessary or unusual contact with clients can all be indicators that a director is looking to move on and may not be devoting his full time and attention to the business. Bear in mind though that there can always be innocent explanations for such behaviour and do not condemn your colleagues too soon.
Take complaints and grievances seriously. Take positive early action to address complaints and be professional and commercial.
Money
The vast majority of disputes come down to money. How much people are getting; where the money is being spent; opportunities for personal profit; insolvency…

Plan funding thoroughly in the beginning. Consider the source of the funding and any security offered and its attendant risks. Remember:
A minority shareholder is entitled to statutory protection and rights even where the shares held are non-voting in certain circumstances.
Holders of ‘floating charges’ over the whole of the company’s assets will have the right to appoint an administrator if the underlying loan is not paid.
Check the finances of your company regularly. Ensure that you have sufficient resources to pay your creditors. The last thing that you need is to have creditors applying to wind up your company or seeking to take control through the appointment of an administrator.
Ensure that you understand your contractual obligations. Claims for breach of contract can be expensive to bring and defend. The principle of understanding contracts may sound like a no-brainer but you would be surprised how often disputes arise as to what contracts actually mean.
Regulatory Matters
Do not disregard regulatory matters. Company law is complex and covers many different areas.

Ensure that you understand and can comply with statutory and common law obligations. The full scope of director’s duties and regulatory requirements are outside of the scope of this article. See Our Director’s Duties page on our website for full details but note in particular:
Statutory responsibility for filing company documents
Offences set out in the Insolvency Act 1986 for directors who continue to allow their companies to trade when insolvent
Breach of statutory requirements is sometimes a criminal as well as civil offence
Directors may have personal liability in certain circumstances
The general all encompassing duty to act in good faith in the best interests of the company.

Drive, vision and determination - you have it in abundance and are ready to take it full-steam ahead into the highly attractive world of working for yourself. But do you have the necessary knowledge to start out on the right track?

Setting up in business can be a daunting prospect filled with trepidation but it can also bring you in touch with overwhelming feelings of excitement and freedom. You’re not sure what to do next but you know that you’ve got what it takes to make it happen, no matter what.

Are you suited?

The first thing to consider is: do you intend to work alone, from home? If this is the case then starting up may not be such a precarious dream.

Anybody can work from home by setting up as a sole trader, although for certain businesses you may need a licence or permission from your local authority (restaurant, child-minder etc) and you could be liable for business rates and planning permission. However, for those of you who intend to work out of a bedroom on a computer, this will not affect you.

For example: if you are a designer working full-time on a payroll but you want to try your hand at a spot of private work, you can immediately start invoicing clients by trading under your own name (Joe Bloggs) or under a business name (Dynamic Design) but do make sure that all stationery displays both the business and trading names ie: Joe Bloggs trading as Dynamic Design.

As long as you declare to the tax office within the first three months of trading that you intend to carry out self-employed work, there is no problem. Failure to declare within this time could mean you find yourself lumped with a hefty fine.

Accounting and Legal Issues

So what does it mean to become self-employed in this way? It’s really not as scary or difficult as you might initially think. All it means is that every year you get an A4 annual self-assessment form which you must fill out for HM Revenue and Customs, declaring all of your income and expenses and that you must make sure you pay your NI contributions.

If you are in employed work too then you need to declare this income and the tax paid. All this information can be found on the P60 you receive every year.

However, the most important thing that you need to be aware of if you intend to set yourself up as a sole trader is that if the company fails and all goes wrong, YOU are liable for anything owed. If sued, you could lose your home, your car and any other assets.

Therefore if you intend for your company to grow and consequently take more risks it would be advisable to set up a limited liability company. A limited company exists in its own right and this means that if the company runs into trouble it is the company, not you, who is sued and this will only be to the value of the shares you hold.

When it comes to paying tax you get until the September after year-end to send back your forms if you want the tax man to calculate what you owe. If you want to relieve yourself of pressure and get an accountant to submit your tax return, or you are brave enough to do it yourself, you get until the following January. After that the fines start racking up!

When it comes to an Accountant most people immediately think pin-striped suit and… cost. However, this does not have to be the case. You’ll find heaps of people in the yellow pages, or in the back of your local newspaper, offering accounting services - usually people that have worked for years in a big company and now just do a little from home.

It’s always best to contact a few and arrange a visit – they should at least give you half an hour of their time for no cost and this will give you the opportunity to check them out as well as grill them for some advice. Nine times out of ten they’re a harmless bunch!

The good thing about an accountant doing everything for you is that as long as you keep all of your receipts (anything from stationery supplies, computer costs, phone bills – even electricity!) they will do the rest.

For the cost of about £90 upwards (for a self-employed person with a fairly small amount of paperwork) an accountant will do their best to bring your tax down to the minimum. What you pay them is usually recouped in this way and not only that, you don’t have to lift a finger. For those of you, like me, who bolt at the first sign of figures – this is never a bad thing.

If you’ve been wondering for a while about whether to take the plunge, now just might be the time. It really is simple and once you get started, you’ll wonder why you didn’t do it sooner!

Separate Legal Entity

It is important to be clear that you and the company are separate legal entities. If you were previously self-employed then you will have to make some significant mental adjustments, for example:

You can no longer just withdraw money from the business without thinking about how you are going to treat it (see Extracting Money From a Limited Company) and being aware if the implications.
The legal issues are different so, for instance, starting and closing a company is more complex and there are tax and accounting issues to consider at these points
Financial Responsibilities
You have to produce accounts that will be more complex than you may be used to producing as a sole trader (depending on the size of the business). You have a legal responsibility to:

Keep good accounting records from which accounts can be prepared which give a true and fair representation of the financial position of the company
Produce accurate accounts, filed at the due time with Companies House
Submit corporation tax returns to HMRC and pay any tax due
Deal properly with the payment of staff, deducting tax and national insurance as appropriate and paying it to HMRC by the due date
Trade solvently, ensuring that you are able to pay the liabilities of the business. To fail to do this is to commit an offence.
Legal Responsibilties
Apart from the financial responsibilities mentioned above, there are other legal responsibilities for the director, such as:

Completing and returning the annual return (form 363)
Acting in the interests of the company shareholders. This means that the directors cannot enrich themselves in a way that damages the company.
Further Information
You can read more on this issues at the Companies House website and we strongly recommend that you read these through if you have not done so already

When starting up a new business, one of the first things you need to do is choose a suitable name for your enterprise. It is worth spending time considering the name, since not only will this be the first thing potential customers see, but it will also be with you for the duration of your venture.

You will also need to abide by the various rules and restrictions imposed by company law when making your choice.

For example, your new company may initially be involved in software resale, but further down the line you may expand your product range beyond software, so try not to restrict your name to something which may either date or which may not reflect the nature of your business in the future.

Depending on the nature of your new business, you may want to present potential customers with a traditional sounding name (for example if you are providing professional services), or a technology or modern focused name if you are in the high-tech sector. Also be careful if your business is selling overseas since your business name may not go down so well in translation if you’re not careful!

If you are going down the Limited Company route, you will need to register your new name with Companies House (or use an agent to do this for you). The Companies House website contains detailed information on naming conventions to ensure your name passes various tests for suitability. For example, all Ltd company names must end in ‘limited’, ‘plc’ or ‘ltd’. The name must not be offensive or too similar to an existing name. For certain industries, such as banking, there are also further limitations. You may also consider doing some trademark research in case your proposed company name has already been registered as a trademark

Many small businesses are partnerships. Yet circumstances and ambitions change, partners fall out or die. Without a good partnership agreement things can get acrimonious. Here’s how to protect yourself from the start.

A partnership is a legal trading entity that is formed automatically when two or more people run a business, possibly sharing the workload and/or investing capital to get things going.

You can also find yourself unwittingly in a partnership if you run a business with somebody but don’t employ them (often the case with husbands and wives).

You don’t need a written agreement to form a partnership but it is wise to have one drawn up and checked by a solicitor.

Choosing your partner

Naturally it is important to choose your partners carefully. But how well do you know them? Will they work as hard as you? Might they run up large bills? Do you have the same long-term goals for the business and your roles in it?

There are other pitfalls for partnerships. For example, there is no limit to their liability. Moreover, partners are each responsible for business debts incurred by other partners - even if these are not agreed.

However, a new type of trading status – a limited liability partnership – offers protection from personal bankruptcy and from a rogue partner acting with out authority, with all the tax advantages of trading as a partnership.

The types of partnership available

There are fives main types of partnership:

Equity partners contribute capital to the business and share in the profits and losses;
Salaried partners receive a salary but are unlikely to contribute capital;
Sleeping partners take no part in running the business, though they may contribute capital and receive a salary;
Limited partners, where the liability of one or more (but not all) partners is limited to the amount of capital they invest. Limited partners must be registered at Companies House;
Limited liability partnerships where the business, not the partners, have legal liability to third parties. This type of partnership must also be registered at Companies House.
The legal position
Partnerships are covered first by terms set out in a partnership agreement. If there is no written agreement, or particular points are not covered in it, the relevant partnership Act come into effect.

The Acts are quite arbitrary and their provisions may not always seem fair. For example, the Partnership Act 1890 states that partners are entitled to share equally in the capital and profits of the business. But, if one partner has put more time or capital into the business than the other(s), you probably wouldn’t want to share profits equally.

And under this Act, a partner can withdraw immediately, without giving notice. This could be awkward because they may insist on the return of their capital contribution, which may force the business to close down.

So you may want to over-ride the rules in the Act to reflect your situation now and in the future. This is why a good agreement is so important.

Ten things partnership agreements should contain:

1. The basics

The partnership’s name, address and the nature of its business. When it started and when will it end - if applicable.

2. Money

How much capital each partner invested.

3. Profits and pay

How profits and losses are to be shared. Will partners also receive a wage? How will additional investments affect shares? How can these rules be changed if, say, one wants to work part-time?

4. The bank account

The details of the partnership’s bank account, including:
Who can sign cheques;
When two or more signatures are required on cheques;
How much money each partner can withdraw a month. Consider limiting this, as you don’t want to find you have run out of working capital.

5. Division of responsibilities
Who does what? What can and can’t partners do without each other’s consent, including what commitments or expenditure can be made?

6. Time off

Specify precisely the length and frequency of holidays.

7. Incapacity or death

What happens if a partner is temporarily incapacitated through long-term illness, say? They will still be entitled to a share of the profits so it’s sensible to stipulate a time limit. What happens if a partner becomes permanently unable to continue through ill health, insanity or death? A wise precaution is for partners to take out life insurance on each other to provide a fund to buy out their share.

8. Withdrawal

How much notice must partners give if they want to withdraw? How will the other partner(s) finance buying their share? Can the leaving party sell to an outside party?

9. Disputes

Settling disputes in court is expensive. You can probably avoid this by including a clause stating that all disputes will be resolved by arbitration. If you belong to a trade or professional body, they will nominate an arbitrator, or disputes can be referred to the Institute of Arbitrators.

10. After a partner leaves

It is important to specify in the agreement what is to happen if a partner leaves, or if you dissolve the partnership, vis-à-vis assets, goodwill and capital contributions. This is a complicated area and one in which you will need good legal advice.

There are other provisions you may like to include in your agreement (some may relate to the specific type of business). If a partner leaves the partnership, for instance, you may wish to take steps to prevent them setting up in competition - although these may be difficult to enforce.

Never too late

The chances of a business partnership surviving increase greatly if everyone knows exactly where they stand, both in the good times and in the bad. If you are in a partnership and have no partnership agreement, sort one out today, even and especially if you are married to your business partner.

Background

Limited companies are the most popular vehicles for businesses to carry out their operations. This is because of (with limited exceptions) the obvious advantage of limitation of liability so that the assets of the owners of the businesses can be shielded from the risks of the businesses activities. Statistics from Companies House show that there are now more than 2 million companies on its register.

Incorporation of a limited company can be straightforward. Here, senior partner, Christopher Sykes, and commercial solicitor, Peijun Xia of Sykes Anderson LLP Solicitors take you through the process of forming a limited company with emphasis on a private limited company by shares.

Briefly, with the exception of a community interest company, formation of a company requires four documents to be lodged with the Registrar of Companies at Companies House in Cardiff, together with a fee which is £20 or £50 for the same day incorporation. Those four documents are:

The Memorandum of Association;
The Articles of Association;
Form 10; and
Form 12.
The main points of each of the four documents are as follows:-

The Memorandum of Association

The Memorandum of Association must include five clauses, namely: the company’s name, its object, i.e. what it will do, its registered office, liability and capital.

Name. It is important to appreciate that you do not have absolute freedom in terms of your choice of name, for example, a company cannot be registered in a name which is already used by another existing company or names likely to cause offence, and use of certain specific words will require the prior written approval of the Secretary of State. It is recommended that you carry out a search of the index of names at Companies House and also a search of the Trademark Index to ensure that the proposed name is not already in use.
Objects. These describe the purposes for which the company is in business and what it is permitted to do. It is useful for there to be a specific objects clause which states the main purpose of the company and followed by general objects clause which pretty much permit it to undertake any business activity. Under the Companies Act 2006, a company will no longer be required to have an objects clause and its objects will be unrestricted unless expressly limited by its articles.
Registered Office. Every company must have a registered office. This is an official address to which formal notices are to be sent. This is not necessarily the same as the trading address of the company. Sometimes the offices of solicitors or accountants are used for this purpose and it is important that an address is chosen where official notices will come to the attention of those running the company. The registered office can be changed later through filing form 287 with Companies House.
Capital. The nominal capital of the company is set out here. The nominal capital figure is the maximum nominal value of shares that a company can issue. It can be increased later if necessary. Currently a public company must have a minimum capital of £50,000 of which 25% must be paid. There is no minimum capital requirement for private limited company.
Liability. The Memorandum must also state whether or not liability of the company is limited. Whereas private limited companies are most common, you may form a private unlimited company if you wish.
You may submit the Memorandum electronically, however, if the company is formed by conventional means, i.e. by post, then the Memorandum must be printed and signed by at least one subscriber. It is usual to have two subscribers. The subscriber must state his/her name, address and occupation and the number of shares that he or she intends to take in the company when it is formed. A subscriber automatically becomes a member of the company when the company is registered. Please do pay attention to some practical points, for example, do remember that the subscribers’ signature to the Memorandum must be witnessed and the document must be dated.

The Articles of Association

This document sets out the internal management structure of the company. The Articles forms a contract between the company and all its members insofar as membership rights are concerned. They deal with matters such as the quorum required and the procedure for general and board meetings and the rights attaching to shares. The Companies Act 1985 (“the 1985 Act”) provides a precedent articles for a private company limited by shares commonly known as Table A. Most companies adopt Table A with amendments.

Company formation agents have forms of Articles with ‘standard’ amendments for different types of company. However it is important that the Articles are checked carefully to make sure that they suit your particular requirements.

Note that under Companies Act 2006 (“the 2006 Act”), there will be a prescribed Articles of Association for a private limited company. The Memorandum and Articles of Association together are the constitution of the company. As with the Memorandum, the Articles must be printed and signed by the subscriber to the Memorandum.

Form 10

This form provides details of the first director, secretary and the registered office of the company. Under the 1985 Act a private limited company must have one director and a public limited company must have a minimum of two directors. A director can be secretary of the company provided that there is another director. Please note that under the 2006 Act, there is no longer a requirement for a private limited company to have a secretary and a public company can be formed by a single member (the relevant provisions will come into force in October 2008).

Subject to certain rules, most people can be directors of a company. The directors’ name, address, business occupation, nationality, date of birth, etc. must be included in the form. Note, however, when the relevant provisions of the 2006 Act come into force, a director will be able to register a service address rather than his/her residential address on the register of directors. In other words, a director’s residential address will be omitted from the public record. In the meantime this information can only be excluded if an application is made and a Confidentiality Order is granted for the director’s address to be kept confidential. The Order will only be granted on the basis that the director or his immediate family’s personal safety is at serious risk if his or her usual residential address was made publicly available.

Form 10 must then be signed by the subscriber to the Memorandum or alternatively it can be signed on their behalf by the solicitor instructed in the formation of the company.

Form 12

This is a statutory declaration that all the requirements of the Companies Act regarding formulation of a company have been complied with. This can be made by the person named as director or secretary on Form 10 or by their solicitors.

When completed, these four incorporation documents together with the prescribed fees are submitted to Companies House. The Registrar of Companies will examine the documents and when he or she is satisfied that conditions are fulfilled, he or she will issue a certificate of incorporation with which the company comes into being