商法 outcome 3

HND商务会计高级outcome345报告答案.word 可编写 .Index pageIndex page⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯.. Introduction⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯.Background ⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯.. FindingsSection 1⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯Section 2⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯Section 3⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯Conclusion⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯Reference⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯.HND商务会计高级outcome345报告答案.word 可编写 .IntroductionBackgroundSSP plc is a company operating in the food manufacturing industry. It is engaged in food processing, supplying all the main supermarket chains with first class process meat products. During the last few years the company has been difficult because of the BSE andFoot and Mouth disease made a declining demand for meat product. The bad outstanding achievement stopped in 2004 and a partial rebound in the market produced an increase in turnover by nearly 15%. It is expected that this rebound in the market will gather momentum over the coming year and the SSP plc is planning to take even greater strides forward by opening a new processing plant in Glasgow.As requested in the chief executive s memo’ of 30 December, here is my reportsummarising and analysising the financial position of the SSP plc for the year 2003 and2004.OutlineThe main body of the report will evaluate five parts:Part 1--- Analyze the users of financial information and the purpose of using.Part 2--- State of financial source and categorize with their characteristics.Part 3---Explain the cash flow statement of SSP plc.Analyze the recent financial performance and position of the SSP plc.(Including my recommendations about how to improvement of business performance).word 可编写 .FindingsSection ers of financial accounts.Users of financial statements are a group of people or organizations who use the information to make evaluations and decisions. Users of financial information can bedivided into two categories: internal and external users.Now, I will use a table to show you the users’ purpose and sources of information to get the statements.Section 2.Source of financesTo run a business, organizations require finance for different proposes and for varyinglengths of time. In the finance, we divide sources of capital into two categories: equitycapital and loan capital. Equity capital is the finance provided by the owner and there is nointerest to pay. Loan capital refers to money that is borrowed from a source outside thebusiness. The interest of loan capital must be paid. Sources of finances could be clarifiedinto short, medium and long term. The short-term refers to finance that are borrowed fora period of no more than one year. The medium-term refers to funds that are borrowed fora period of between two and ten years. Long-term refers to funds that are borrowed for aperiod of more than ten years.In the case study, the source of finances of SSP plc is: trade creditors, tax, bank overdraft, debentures, ordinary share capital and the retained profits from last account period..word 可编写 .Short-term sources:1.Trade creditors:Trade creditors are produced when the purchase of raw materials or stock is delaying topay, thus, there is more cash which would be used for other uses. There is also aninterest free way of raising finance. However, the credit could lead to poor relationswith suppliers and the customers may forfeit discounts.The credit is￡544,000 in 2003 and it decreased to he percentage￡405,000ofin 2004. T decrease is 25.56%. The decrease of credit infers that SSP plc has a good financialsituation that it has a strong ability to pay credits back to suppliers. This could improvethe relationship with suppliers.2.Bank overdraft:Bank account holders can prearrange with the bank to draw cheques to a greater valuethan the actual balance in the account. Interest should be paid by customers and bankcharges will apply where an overdraft limit has been exceeded. Bank overdraft is flexibleand cheap. It has a low cost. Some small bank overdraft even has a free of charge.SSP plc had no overdraft but the number increased to￡86,000 in 2004. The shows that the company borrowed money from bank for its expansion in Glasgow.Long-term sources:1.Debentures:Debentures are loans make to companies that carry a fixed rate of interest.Thecompany ’fixeds assets normally secure debentures. Debentures have a fixed timeperiod or an open time period. The shareholders are not debenture holders.Adebenture interest is paid as an expense not an appropriation of profit.SSP plc has a fixed debenture (￡1,560,000) in the year of 2003 and 2004. It tells us the company ’ s fixed assets are steady.2.Ordinary shares:Ordinary shareholders receiving pay-outs from company after preference shareholdersare paid. Ordinary share dividends are not fixed and subject to companyperformances and decisions of management in paying dividend.In SSP Company, the ordinary share capital is￡infers that the company has a steady operation situation.3. Retained ProfitsThe retained profit is the finance brought from the last financial period. It is not fixedand may be a negative number. It presents operational situation of last period.The retained profits decreased from 505,000￡ to420,000￡. The percentage change ofdecrease is 16.83%. The lower ratio shows us the company had made fewer profits in2003 then it was in 2002.Section 3. Ratio Analysis1.Major inflows is Net cash flow op erating activates of￡ 1,345,000.Major outflow is Payments to acquire fixed assets, which takes￡ 984, 2.Ratio AnalysisProfitability Ratios:Gross Profit Percentage=Gross profit/Turnover x 100%2003: GPP=￡ 7,000,000/￡%=2004: GPP=￡ 8,037,000/￡%=Trend: IncreaseAnalysis: The increase of ratio is a good sign. The positive trend can be an indicationthat stock control of meat product has improved, demand for the meat product has increased after the diseases, or purchasing policies have improved. The managers should keep the good trend and go on develop it, such as improving marketing strategy, setting better pricing policy, or improving stock control.Net Profit Percentage=Net Profit before Taxation/ Turnover x 100%2003: NPP=￡ 1,182,000/￡ 11,674,000 x10100.13%=2004: NPP=￡ 901,000/￡ 13,382,000 x 6100.73%=Trend: DecreaseAnalysis: The decrease of the ratio is a bad sign that it indicates a low profit of the company. From the P&L Account of the SSP plc, we know that although the grossprofit increased, the operation cost is much higher in 2004; it leads to a decrease innet profit. So the managers should think about how to decrease our operation cost tohelp our company earn more profit.Liquidity Ratios:Current Ratio=Total Current Assets/Total Current Liabilities.word 可编写 .2003: CR=￡ 1,195,000/￡2004: CR=￡ 1,248,000/￡ 701,000=.78Trend: IncreaseAnalysis: the increase of ratio is a good sign. Generally speaking a healthy current ratiois at least 2:1. The 1.56 and 1.78 indicate the company is a little bit over trading andhave difficulty in meeting its short-term debts. The main reason for the increase is the increase in the total current assets and decrease in the total current liabilities.I suggest that the company may keepmore profit for the short-term debts.The Acid Test Ratio=Liquid Assets/Current Liabilities2003: (￡ 1,195,000-￡608,000)/￡ 767,000=.772004: (￡ 1,248,000-￡796,000)/￡ 701,000=.64Trend: DecreaseAnalysis: The decrease is a bad sign. The ratio should be 1:1. But the ratio in both of2003 and 2004 is less that 1. And unfortunately, the ratio is still decreasing. SSP plcmeets a liquidity problem that the liquid assets decrease. The company managersshould pay attention to this ratio and organizatio n ’ s development.Efficiency Ratios:Fixed Asset Turnover=Turnover/Fixed Assets2003:￡ 11,674,000/￡ 4,017,000=2.91 times2004:￡ 13,382,000/￡ 4,318,000=.10times.word 可编写 .Trend: IncreaseAnalysis: Where this ratio gas increase, this is a good sign. It indicates that the existingfixed assets are generating more sales and maybe investment in new fixed assets gascould be been paid off. Managers of SSP plc should develop and focus on it.Debtors Collection Period=Debtors/Turnover x 3652003:￡ 306,000/￡11,674,000 9x.57365=days2004:￡ 452,000/￡13,382,000 12x365=.33daysTrend: IncreaseAnalysis: It is a bad sign that there is an increase in DCP. It indicates that SSP’ s m have a poor credit control of poor invoicing system. The bad debts may also increase.The leaders of SSP should check their invoicing and reminder system to keep the ratioa proper range.Investment Ratios:Interest Cover=Profit Before Interest & Tax/Interest Charges2003:￡ 1,416,000/￡2004:￡ 1,135,000/￡ 234,000=.85Trend: DecreaseAnalysis: This ratio shows how capable the company is of covering its interest charges.The decrease is not good because the company is less able to meet its interest payments. But the ratio is still in a reasonable range. Leaders should try to increasecompany ’ s profit to keep this ratio a high level..word 可编写 .Debt Ratio=Total Debts/Total Assets x 100%2003: (￡ 767,000+￡ 1,560,0(￡4,017,000+0)/ ￡1,195,000) x 100%=44.65%2004: (￡ 701,000+￡ 1,560,000)/(￡4,318,000+ ￡1,248,000) x 100%=40.62%Trend: DecreaseAnalysis: It is a good sign that the ratio increased. However, a healthy ratio shouldkeep around 50%. It indicates that SSP has fewer liabilities or keeps more assets. Thesign should be kept by managers.3.RecommendationAfter reading and analyzing three accounts from SSP Company, I found some problemswith it and now I will present my suggestions about the future management in thesetwo parts.Operational recommendationA ratio of Net Profit Percentage shows us that SSP plc has a high expenditure inoperation cost. It also indicates that the company has a low level of cost control.Therefore, I suggest that SSP should try to decrease the costs of sales and theoperation cost, such as adopting new management system and using contractors tofind distribution channels but to find them itself.Financial recommendationFor the source of finance, SSP has a bad performance of financial operating. In the CashFlow Statement, the Financing is￡0, but the company is planning expansion in Glasgo The main inflow of the company is the sales. It is a dangerous phenomenon if theHND商务会计高级outcome345报告答案.word 可编写 .company wants to use the turnover to expanse its business because it is impossible touse the current cash to support long-term investment. So I suggest that the companymay increase the number of share capital or make more debentures to get more long-term capital for expansion.ConclusionBy analyzing the P&L Account, Balance Sheet and Cash Flow Statement, we can infer thatSSP plc has a good operational performance. However, there are still many parts to improve and develop to help the company maximize profits.ReferenceRay H. Garrison, Managerial Accounting, Business Publications Inc., 1985, Printed inU.S.A.J.R.DYSON, Accounting for Non-accounting Students, Financial Times, 2004, Printed in Great Britain.Frank Wood & Alan Sangster, Business Accounting 2, Financial Times,Pitman Publishing, 1999, Printed in China.。

Case Study 1◆Questions:1. List the main business organizations recognized by Scots Law.2. Given the fact that Lisa will be running the business herself and, for the time being, she is unlikely to be employing anyone, how would you classify her b usiness?3. Identify two advantages and two disadvantages of the type of business organization run by Lisa.◆KeyQuestion 1The main business organizations recognized by Scots Law are:Sole trader, Partnership, Limited partnerships, Limited liability partnerships, Private companies, Public companies.Question 2①Lisa is running a very small business, so the most appropriate form oforganization is sole trader.②According to the Companies Regulation 1992, Lisa’s organization form does notfit for the condition of private company; such a private company is limited by shares or by guarantee and need only have on member.③As a result, we can judge that the organization form of Lisa’s company is soletrader.Question 3Advantages:①very basic legal requirements to comply with②Total control over his/her business and does not have to take into account the opinions of any shareholders.③It is the simplest form of business organization recognized by Scots Law④ A sole trader is to all intents and purposes to be regarded as a self-employed person.Disadvantages:① A sole trader may find it difficult to fund an expansion of the business because she/he can not offer shares to other parties in order to raise funds.(筹集资金)②If the business fail, the sole trader is said to have unlimited liability for any debts or obligations owed to third parties.③The inclusion of new partners would force a change in the nature of business, operation by converting it into a partnership or some other form of corporate body.④(in any case), A business expansion requiring a major injection of capital might entail a loss of control over the business because new members who are a source of new finance will almost certainly demand a say in the running of the business.以上优、缺点各选两个答即可Case Study 2Question 1What are the main differences between a traditional partnership and a limited liability partnership (LLP)?PartnershipUnincorporated bodyPartners have unlimited liability in respect of partnership debtsNo need to be registered with registrar of companies and no need to supply formal documentsRegulated by Partnership Act 1890LLPCorporate bodyMembers enjoy limited liability in respect of LLP debtsMust be registered with the registrar of companies and certain documents must be suppliedRegulated by LLP Act 2000Question 2◆What are the main advantages for an existing partnership when it changes to alimited liability partnership?①The reason why many traditional partnerships try to translate to LLP is that the members can enjoy the limited responsibilities.②Further more, under the conditions of losing of privacy and greatering external regulation for the members, lots of traditional partnerships definitely hope to translate to LLP.(because of LLP…)Question 3◆What is the nature of the legal relationship between partners in firm and membersof a LLP?①There exist a fiduciary relationship in law relationship between company and partners.②举例说明公司与成员之间的忠实关系Pillans Brothers v Pillans [1908]③According to Limited Liability Partnerships Act 2000, section 6 regulations, there should be recognized to an agent’s relationship between members and LLP.④The general rule of the law agency that an agent (member) must always act in the best interest of his principal (LLP).⑤ A member is not an agent of his fellow members.Case Study 3Question 1◆What is a company’s objects clause?①Object clause 是存在于Memorandum of Association 之中的。

H N D商法导论O u t c o m e2案例+答案(总5页)--本页仅作为文档封面，使用时请直接删除即可----内页可以根据需求调整合适字体及大小--Case study 1￡500. He entersSamir sees a set of golf clubs displayed in a shop window forthe shop and states he will take the clubs. The shopkeeper however says theclubs are no longer for sale. Samir is demanding that he be sold the clubs and at the price displayed.Identify the essential requirements of a contract and discuss whether a contract exists here.A contract is an agreement between parties having the capacity to make it, inthe form demanded by the law, to perform, on one side or both, acts which arenot trifling, indeterminate, impossible or illegal, creating an obligation enforceable in a court of law. A valid contract has three essential features: there must be a agreement on all material aspects; at least two contracting parties and legal obligations.A contract consists of an offer and an acceptance. If there is no offer in the first place then there can be no contract. The basic elements of a contract include an offer and an acceptance.￡500.In the case Samir sees a set of golf clubs displayed in a shop window forHe enters the shop and states he will take the clubs. But shopkeeper says theclubs are no longer for sale. Samir is demanding that he be sold the clubs and at the price displayed.According to this case we can say that these is not exist a contract. In the case that a set of golf clubs are exhibited in a shop window, thus it is not an offer. Because the goods displayed in a shop window as a invitation to treat, we can know that goods displayed in a shop window (even when priced) are classed asa willingness to negotiate on the shops part. Invitations to treat also is considered to inquiry the price of goods, means a party to invite the otherperson to make offers. Different an offer, a willingness to negotiate only as prepared to make a contract of behavior on the issue who is not legally binding. The customer will make the offer to buy the goods which the shop are perfectly within their rights to refuse. The invitations to treat are not legally classed as offers and therefore cannot be accepted.Before the party who gave off the invitations to treat could not accept the other people’s offers they can revocation, and then the contract is not build. When Samir asked to buy the golf clubs the shopkeeper refused hin, and there was no acceptance. So when the shopkeeper refused Samir which is a set of golf clubsare not the good for sale, it just be used as ornament, and attracted the consumers interested. So an offer in this case is not found, either nor contract consists of an offer and an acceptance, we can know that there is on offer and there is on contract.Case study 2Tom is the top salesman for ABC Motors. He has been offered a job by a rival company but is concerned because there is a clause in his contract whichprevents him from working for any other car company for five years.Tom is the top salesman because he regularly tells potential customers whatthey like to hear rather than the facts. He has done this in relation to ages of vehicles, odometer readings and vehicle service histories.Tom recently completed a deal to buy a vintage sports car for ABC Motors from now discover that Barry (not his real name) had stolen the vehicle.Question 1What is a restrictive covenant Advise Tom as to the legality of the clause in his contract.You can refer to Bluebell Apparel Ltd v Dickinson (1980) on page 146Question 2How would you classify Tom’s statements to the customers and what are thepossible consequences for Tom and ABC motors in relation to these statementsYou can refer to Smith v Sim(1954) on page 161Question 3What is the legal position with regard to the vehicle which Tom has purchased from BarryYou can refer to Morrison v Robertson(1908) on page 1531 Restrictive covenant is a agreement which restrict the party liberty to work and trade. Such contracts are VOID unless the restriction can be shown to be reasonable to both parties involved and to the general public. There are three types of restrictive covenants: contracts between employer and employee,‘solus’ agreements.contracts between sellers and purchaser of a business andFor all three types, the party attempting to enforce the agreement must provethat it is reasonable to both parties concerned and to the general public. If they are unable to do this then the contract will be considered void and unenforceable. (from the text bookP142-142) This contract are legality, and the restriction was fair in this contract. Because the relationship of Tom and ABC motor is employer and employee, when enter employment and employee mayagree to some restriction being placed on his future employment or trade. Later the employee may feel the restriction is unfair and therefore he may break it. In such circumstances it would be up to the employer take him to court and seekan ‘interdict’ forbidding the employee to break the agreement. They willconsider the factor the nature of the job the employee was doing(from the text book P142). If Tom worked for any other company within the validity period ofthe contract that he would be in a position to harm his ex employers.2 The 4 main causes of error are: innocent misrepresentation, fraudulent misrepresentation,’s statements to customersnegligent misrepresentation and concealment of facts. And Tomclassify fraudulent misrepresentation,A false and material statement which induces a partyhe regularly tells potentialto enter into a contract this is misrepresentation. Becausecustomers what they like to hear rather than the facts and him without caring whether it is true or false.Fraudulent misrepresentation can lead a contract being madevoid if it involved these points,first is fraudulent misrepresentation causes error in the substantials. Second is the other party relied on the misrepresentation and it was a major influence on them entering the contract, third is the other party can offer restitutio in integrum. So the contracts between Tom and customers is void, he relied on the misrepresentation and it was a major influence on them entering the contract, thus customers can acquire compensation. Or cancel the contract or both of them.3 Tom brought a car from Barry,but Tom discovered that Barry had stolen the vehicle. And in this contract has a error which made the contract void, the Barry stolen the car but Tom did not know before him brought, so he can not get the car’s ownership. An error concerning the identity of the parties. Barry stolen the car so he haven’t ownership of this car and sold car, therefore, he can not give’ ownership actually. And in this ownership to Tom, and Tom does not get the carcase Tom can only lodge a claim to Barry.Case study 3渴望Martina recently attended an auction for the first time. She was very keen(（开始） she got的) on a particular painting and when the bidding commencedso carried away that she bid much more than she intended. Martina won theauction but with fees（费用） and commissions（佣金） added on to the price,she cannot pay the full amount for the painting.Question 1What do you understand by the term ‘breach of contract ’ Give two examples.Question 2List the main remedies available for breach of contract.Question 3What is the most appropriate remedy for the auctioneer （拍卖商） in this case1、Where one party fails to fulfil his or her legal obligation under acontract.(from the text book P183)example1Tony and Jane have a contract where Tony will pay June $100 for her car and delivery. Tony pays the $100 but Jane fails to delivery.(from the text book P197)In this case study there has been a Breach of Contract by Jane as she has failed to delivery the car.Example2Shirley and Oliva have a contract where Shirley brought a cake from Oliva forher friend and asked Oliva sent the cake to her friend on 12th December 2012 , but on that day her friend did not receive the cake.In this case study there has been a breach od contract by Oliva as she failed to sent the cake.2、If there is a breach of contract then the innocent party will have the right to seek a remedy for the breach.(from the text book P184)Damages as a remedy for breach of contract. The object of awarding damagesto someone is to place them in the position they would have been in had the contract been completed.So damages are really awarded as compensation- if the party has actually lost money as a result o f the breach then he will b e awarded ‘substantial’ or‘compensatory’ damages.In some cases no actually loss may have been incurred as a result of the breach. If is still possible that damages may be awarded for trouble and inconvenience-‘nominal’ damages.(from the text book P185)these are know asSpecific implement as a remedy for breach of contractSpecific implement is to stop someone for acting in breach of contract. Sospecific implement may be positive---forcing someone who has been in breach their o bligations or negative ---forcing s omeone who has been into fulfilbreach to stop doing something. (from the text book P191-192)Rescission as remedy for breach of contract.Rescission means cancellation .With this r emedy, the innocent party has thethe contract i f t he other party has been guilty of aright t o rescind(cancel)material breach of contract.The main factor to be considered is what is meant by a material of contract. Ifthe breach is not material but only partial then the right of rescission does not exist.Many contracts c ontains a number of conditions, some of which are moreimportant than others.If the contract specifically states that some are material then breach of these will mean that rescission can be taken as a remedy.(from the text book P193-194)The Defensive Remedies for breach od contractThere are two defensive remedies that can be taken by the party who is not in breach.①Lien:物品) on which he has beenIf a person has possession(占有) of an article(employed to do work then he can refuse to return the article to its owner until payment is made for the work done.Example of situations where lien c ould be used as a remedy for breach ofcontract include:②Retention:到期的).This is the right to refuse to pay a debt which is due(Retention can only be used under the following two circumstances:ⅰwhere compensation can be pleaded.(债权确定、到期)ⅱwhere both claims arise under the same（拍卖商） in this caseWhat is the most appropriate remedy for the auctioneer3、in this case the defensive remedies in the most appropriate method for the auctioneer. The defensive r emedies include l ien a nd retention, the auctioneershould take lien measure. If a person has possession of an article on which heto itshas been employed to do work then he can refuse t o return t he articleowner until payment is made for the work done.As a result of Martina won the auction but with fees and commissions added onto the price, she cannot pay the full amount for the painting, the auctioneer can keep the painting until Martina paid off the rest of money.。

商法导论outcome21.s看见橱窗展示了一套高尔夫球具，他走进店要求购买该球具，店主不卖，a坚持要以展示的价格来买。

问：合同要素是什么，该案中合同存在吗？A valid contract has three essential features.Firstly,the parties must agree on the terms of the contract. For all aspects of the content of contract，the parties reach a consensus through consultation. Sencondly, the conclusion of the contract shall be attended by at least two parties, only one of the parties does not exist the problem of conclusion of the contract.Thirdly,observation of law. In concluding and performing a contract,the parties shall observe tha law and administrative regulations, respect social ethics and they disrupt public and economic order or impair public interests.In case,the contract is not established.Because the essential of contract is not incomplete. The display window demonstration is an important contract invitation merely,the n the customer could be able to walk in and demand the goods.F or example,Pharmaceutical Society of Great Britain v Boots The Chemists(1952). A sales of a listed poisons must have a registered pharmacist to supervision. If the goods on the shelf is an offer,then the goods in the basket is completed by sales and this behavior is illegal. The judgment of the court is not breaking. The goods on the shelfis an invitation to offer but not an offer.2.t是汽车公司的销售员，竞争公司挖墙角，要他跳槽，但是雇佣合同中有一个条款禁止他为其他任何汽车公司工作在离职后的五年内。

aQuestions:1. List the main business organizations recognized by Scots Law.2. Given the fact that Lisa will be running the business herself and, for the time being, she is unlikely to be employing anyone, how would you classify her business?3. Identify two advantages and two disadvantages of the type of business organization run by LisaCase Question 1The main business organizations recognized by Scots Law are:Sole traderPartnershipLimited liabilityPrivate companyPublic companyQuestion 2①Lisa is running a very small business, so the most appropriate form of organization is sole trader.②According to the Companies Regulation 1992, Lisa’s organization form does not fit for the condition of private company; such a private company is limited by shares or by guarantee and need only have on member.③As a result, we can judge that the organization form of Lisa’s company is sole trader.Question 3Advantages:①very basic legal requirements to comply with②Total control over his/her business and does not have to take into account the opinions of any shareholders.③It is the simplest form of business organization recognized by Scots Law④ A sole trader is to all intents and purposes to be regarded as a self-employed person.Disadvantages:① A sole trader may find it difficult to fund an expansion of the business because she/he can not offer shares to other parties in order to raise funds.(筹集资金)②If the business fail, the sole trader is said to have unlimited liability for any debts or obligations owed to third parties.③The inclusion of new partners would force a change in the nature of business, operation by converting it into a partnership or some other form of corporate body.④(in any case), A business expansion requiring a major injection of capital might entail a loss of control over the business because new members who are a source of new finance will almost certainly demand a say in the running of the business.以上优、缺点各选两个答即可Case Study 2Question 1What are the main differences between a traditional partnership and a limited liability partnership (LLP)?PartnershipUnincorporated bodyPartners have unlimited liability in respect of partnership debtsNo need to be registered with registrar of companies and no need to supply formal documentsRegulated by Partnership Act 1890LLPCorporate bodyMembers enjoy limited liability in respect of LLP debtsMust be registered with the registrar of companies and certain documents must be suppliedRegulated by LLP Act 2000Question 2What are the main advantages for an existing partnership when it changes to a limited liability partnership?①The reason why many traditional partnerships try to translate to LLP is that the members can enjoy the limited responsibilities.②Further more, under the conditions of losing of privacy and greatering external regulation for the members, lots of traditional partnerships definitely hope to translate to LLP.(because of LLP…)Question 3What is the nature of the legal relationship between partners in firm and members of a LLP?①There exist a fiduciary relationship in law relationship between company and partners.②举例说明公司与成员之间的忠实关系Pillans Brothers v Pillans [1908]③According to Limited Liability Partnerships Act 2000, section 6 regulations, there should be recognized to an agent’s relationship between members and LLP.④The general rule of the law agency that an agent (member) must always act in the best interest of his principal (LLP).⑤ A member is not an agent of his fellow members.Case Study 3Question 1What is a company’s objects clause?①Object clause 是存在于Memorandum of Association 之中的。

Managing can be described as a process by which responsible person in an organisation combine resources to achieve given ends. It can also be defined as the effective use and coordination of resources such as capital, plant, materials and labour in order to achieve defined objectives with maximum efficiency. The process of getting things done, effectively and efficiently, through and with other people.管理的本質就是要保持和提高生產力。

The essence of managing is to maintain and enhance the productivity. Productivity is a performance measure that includes effectiveness, efficiency and equity.Effectiveness是指目標的質量和有效性。

企業制定目標時要考慮目標的有效性和可實施性，要制定正確的高效的目標。

首先，該目標要能夠得到企業內部人員認可。

第二，該目標要能夠滿足并適應外部環境。

第三，該目標要能夠順利完成並且得到較高的回報。

Effectiveness refers to the quality and validity of the goals. An enterprise should take the effectiveness and possibility of the goals when they set up right and effective goals. First of all, the goals should be recognized by the staff members in the enterprise. In addition, the goals should adapt to the surroundings. Finally, the goals can be achieved smoothly and get high rewards. In this case, Brian Tang所指定的目標效率性很低。