1. avatar says

    In salomon v salomon co, when forming (incorporating) the company, would salomon be considered as a promoter? How would you define a promoter in any case & will the promoter and owner always be the same person?

  2. avatar says

    Hi Mike. The 2011 BPP book states that “A public company must have a minimum of *one* member. This is the same as a private company. However, unlike a private company it must have at least two directors. A private company must have just one. Directors do not usually have liability for the company’s debts.”

    The notes mention that a public company must have *two* members. Which one is the correct figure? or have the laws changed since the book was published?

  3. avatar says

    solomon v solomon co

    why doesnt everyone do this set up another company with a big loan to themself?

    So I have a company ‘Paul’ worth 10k with assets if I go bust I have to sell up assets and give assets to creditors. So I just set up another company ‘Paul2’ and enter a 10k debenture loan to myself, now if paul2 goes bust I will be the number one creditor and therefore now I should get some of the 10k assets perhaps all. What is wrong with above idea and if nothing why doesnt everyone do it?

      • avatar says

        lets say a desk (really worth £100), but 100% of both companies are run by myself then I was happy for paul2 to pay 10k for the desk is this allowed?

      • Profile photo of MikeLittle says

        Hmmm! Not convinced a liquidator would view this favorably.

        On application to the Court, a director involved in 2 insolvent companies within a 3 year period could face a 15 year ban from holding the position of director or taking part in management in any way.

        And if you disobey that Court ruling, you face 2 years in prison

        Maybe that’s why more people don’t follow your little scheme!


      • avatar says

        thanks for replies. So guess if you are young and starting out you do not do this but if its the last company you will run then this scheme seems clever unless I have missed something. If company goes well then great if goes badly then chance this idea will get you back some of the assets only downside is ”could face a 15 year ban from holding the position of director or taking part in management in any way” but if like I said above will be last company you intend to run then seems like no downside.

        Dont worry do not intend to do this but is it not things like this an an auditor needs to be on the ball about.

        Another idea I had which was a different topic F3. You pay sales tax on the price after discounts. So you sell a desk for £1000 to a good client/mate. You agree you will give him 20% off if early payment, so now sales tax is only on 800 not 1000 but you tell mate he has to pay late so he has to pay 1000. So no difference to him he pays 1000 but your sales tax is now reduced by 17.5% of 200 so £35 saved.

  4. avatar says

    Thanks alot for the amazing lectures. But I have a question on Salomon v Salomon Co Ltd case. According to wikepedia, “Mr Aron Salomon made leather boots and shoes in a large Whitechapel High Street establishment. His sons wanted to become business partners, so he turned the business into a limited company. His wife and five eldest children became subscribers and two eldest sons also directors. Mr Salomon took 20,001 of the company’s 20,006 shares. Transfer of the business took place on June 1, 1892. The company also gave Mr Salomon £10,000 in debentures (i.e., Salomon gave the company a £10,000 loan, secured by a charge over the assets of the company).
    Soon after Mr Salomon incorporated his business a decline in boot sales, exacerbated by a series of strikes which led the Government, Salomon’s main customer, to split its contracts among more firms to avoid the risk of its few suppliers being crippled by strikes. Mr Salomon assigned Edmund Broderip his debenture, the loan with 10% interest and secured by a floating charge. But Salomon’s business still failed, and he could not keep up with the interest payments. In October 1893 Mr Broderip sued to enforce his security. The company was put into liquidation. Broderip was repaid his £5,000, and then the debenture was reassigned to Salomon, who retained the floating charge over the company.”

    My question is, if he transferred the debentures to Edmund, isn’t the company liable to pay Edmund £ 10,000?

    This is the first time I am going through this case, so hope you will explain this a bit in detail.

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