Module Identifier LA31310  
Module Title COMPANY LAW  
Academic Year 2007/2008  
Co-ordinator Dr Jonathan M C Fitchen  
Semester Semester 2  
Pre-Requisite LA10110 or LA30110 or LA15710 and LA15830 or LA35830  
Mutually Exclusive LA33020 or LA35410 or LA37810  
Course delivery Lecture   16 Hours. Two one hour lectures per week  
  Seminars / Tutorials   3 Hours. Three one hour seminars  
Assessment TypeAssessment Length/DetailsProportion
Semester Exam1.5 Hours  100%
Supplementary Exam1.5 Hours  100%
Professional Exemptions Not required for professional purposes  

Learning outcomes

Upon successful completion of this module, students will be able to identify and differentiate between different business structures. Additionally, students will be able to define the principle legal issues that arise within the law of agency within company law and to relate these issues to the commercial situations that arise within modern society. Additionally the module will develop student's ability to evaluate legal tools and to apply those tools within practical settings. Additionally the module will develop a student's ability


1. Business Vehicle: sole traders, partnerships, limited liability partnerships and companies.
2. Legal Status of Companies: the concept of separate legal personality.
3. Company Formation and Classification: The dissolution of a Company, pre-incorporation contracts.
4. The Company Constitution: the memorandum of association and articles of association.
5. The Contractual Capacity of the Company: Agency, ultra vires and directors' authority.
6. The Organs of the Company: the general meetings of shareholders and the board of directors and the division of power between the shareholders and directors.
7. Directors' Duties.
8. Auditors and the Company Secretary: their role and functions within the company.
9. Share Capital and Loan Capital.
10. The Protection of Minority Shareholders.


The module aims to enable students to identify and describe the main legal principles relating to individual business structures, issues of agency and company law. Additionally the module aims to enable students to distinguish between and explain the case law and statute law that underpin these areas and to recognise their relevance within the commercial world.

Brief description

Company Law will provide an overview of the various vehicles businesses may adopt to carry on their activities and their relative advantages and disadvantages. The lectures provide the legal background which will allow students to describe and evaluate the legal implications of incorporation for all the parties concerned for registered companies (and partnerships) which operate in England & Wales.

The areas of law examined in this module will be of assistance to students intending to pursue careers in law, accountancy, business management, financial services and related occupations.


This module is at CQFW Level 6