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National Smartcard Project. Work Package 8 – Corporate Structures Report. Corporate Structures Report. Format of report: Executive summary Introduction and Scope of report Overview of Corporate Structures in the UK Separate parts reviewing Key Features of various Corporate Structures - PowerPoint PPT Presentation
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www.nationalsmartcardproject.org.uk
www.scnf.org.uk
National Smartcard Project
Work Package 8 –
Corporate Structures Report
Corporate Structures Report
Format of report: Executive summary Introduction and Scope of report Overview of Corporate Structures in the UK Separate parts reviewing Key Features of various Corporate
Structures Financing Overview of PFI Regulatory provisions of general application Overview of documentation Capacity
The Executive Summary outlines: What is covered in the introduction to this
report The scope of this report The key points covered in each section of this
report and any conclusions reached
Executive Summary
Introduction
The Introduction explains: Purposes of report Parameters of report Context in which to be read Summary of key legislation and regulation reviewed
Please note that the report should be read in conjunction with the Introductory Report
Scope of report
The Scope of this Report sets out: The focus of this Report
namely the options for the corporate structures which may be adopted to procure and deliver Smartcard Schemes
Other matters which are considered including: funding options, competition law issues, Local
Authority's statutory ability to participate in an incorporated special purpose vehicle
Overview of Corporate Structures in the UK
General introduction to various entities A company A limited liability partnership (or LLP) A partnership A joint venture A non-profit distributing organisation (or NPDO)
Key Features of a UK Incorporated Company
Different types of company company limited by shares company limited by guarantee unlimited company
Public or private? Principal legislation Formation Registration and ongoing obligations to file documents
Key Features of a UK Incorporated Company (cont.)
Constitutional documents Memorandum or association Articles of association Shareholders agreement
Shares and shareholders Capital structure Changes in share capital Share premium Transferability of shares Liability of shareholders
Key Features of a UK Incorporated Company (cont.)
Directors and Officers Appointment and removal Rights and duties Who can be a director Company secretary
Meetings of the company AGMs Other shareholders’ meetings Electronic communications Meetings of directors
Key Features of a UK Incorporated Company (cont.)
Dividends Debt instruments Insolvency Corporate governance
The Combined Code Principles of good practice for companies including risk
management and internal controls Nature of recommendations of Combined Code
Companies conducting certain types of business Additional regulations in certain industries
Key Features of a UK Incorporated Company (cont.)
Companies limited by guarantee Key characteristics
No Share Capital Tend to be used for non-profit making organisations
Key Features of a Partnership
Introduction to partnership law in the UK Some advantages of a partnership set up Some disadvantages of a partnership set up
Key Features of a Limited Partnership
What is a limited partnership?
Main characteristics of a limited partnership
Some disadvantages of a limited partnership
Key Features of a Limited Liability Partnership
What is a limited liability partnership (LLP)? Main legislation
Characteristics of an LLP Similarities to a company Similarities to a partnership Other key characteristics
Formation Incorporation and registration
Key Features of a Limited Liability Partnership (cont.)
Designated members What are they? What are their responsibilities?
Ongoing administration Structure
Need for comprehensive agreement between the members Default provisions
Winding up an LLP Some advantages of an LLP Some disadvantages of an LLP
Key Features of a Joint Venture
What is a joint venture (JV)? No single area of law applies
Different forms of JV Contractual JV Partnership JV (unincorporated) Limited partnership JV (unincorporated) Limited liability partnership JV (incorporated) Limited (or unlimited) liability company JV (incorporated) Other sorts of JV
Key Features of a Joint Venture (cont.)
Which form of JV? Factors to consider
Advantages of forming a JV Some of the benefits
Disadvantages of forming a JV Some of the most common pitfalls Problems specific to Local Authorities
Key Features of a Non-Profit Distributing Organisation (NPDO)
Constitution of an NPDO
Proposed changes to the law Community interest companies
Financing
Partnerships Companies PFI Strategic service partnerships Further types of financing
Loan stock Non-cash transfers Loans from third parties Bank overdrafts Grants
Financing (cont.)
Key issues regarding financing options Guarantees Comfort letters Solvency
Overview of PFI
Background What is it?
Funding Equity/debt split Independent funds Capital markets Finance leasing Application of EU procurement regime
Overview of PFI (cont.)
Key documents Other important points in relation to PFI and Local
Authorities Concession arrangements
Regulatory provisions of general application
Competition law Anti-competitive agreements Abuse of a dominant position Merger control EU public procurement regime
State aid Types of aid Prohibitions EU investigations Block exemptions
Other regulatory provisions
Overview of documentation
Partnership Limited liability partnership Company/incorporated joint venture
Shareholders agreement Memorandum of association Articles of association
Unincorporated joint venture arrangement Generally
Capacity
Local Authorities Generally
S2 Local Government Act 2000 Different classifications of company
Controlled company Arms’ length controlled company Local Authority influenced company Private sector influenced company Minority interest (authorised) company
PFI Contracts S1 Local Government (Contracts) Act 1997 – “provision contracts”
and related contracts
Capacity (cont.)
Local Authorities (cont.) Other contracts for services
System of certification New prudential powers
Local Government Act 2003 – the new capital finance system
Companies LLPs Partnerships NPDOs