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CS28310: INTRODUCTION TO BUSINESS PROCESSES FOR WEB DEVELOPERS. Rhys Parry adapted by Edel Sherratt. So far………. Organisations Commercial Organisations Sole Trader Partnership Limited Company Incorporation Independent Body. Setting up a Limited Company. Subscribers form a group
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CS28310: INTRODUCTION TO BUSINESS PROCESSES FOR WEB DEVELOPERS Rhys Parry adapted by Edel Sherratt
So far………. • Organisations • Commercial Organisations • Sole Trader • Partnership • Limited Company • Incorporation • Independent Body
Setting up a Limited Company • Subscribers form a group • Each agrees to subscribe some money • An organization is formed to pursue a goal • and is registered as a limited company • Can buy an ‘off-the-shelf’ company • or create a company to meet the requirements of the business
Organisational Structures • Share Capital • Company Constitution • Directors responsibilities
Share capital • Shareholders (Subscribers) own Company • At start of Company • Authorised share capital • Number & Nominal (par) Value • Say 100 shares @ £1 • Shareholders risk is share value • Partly Paid • Premium
Shares • On being Wound Up • All debts must be paid before shareholders • All assets sold • If remainder then divided equally between shareholders • If debts > assets Shareholder lose money
Bureaucracy • Public Limited Companies (PLC) • Large • Regulated by Companies Act and Stock Exchange • Private Limited Companies (Co. Ltd.) • Small & Medium • Regulated by Companies Act 2006http://www.legislation.gov.uk/ukpga/2006/46/contents
Company Constitution • Memorandum of Association • Commitment by subscribers • Articles of Association • Control Internal Regulations • Shareholders Agreement • Not usually made public
Memorandum of Association • States that the subscribers • wish to form a company • agree to become members of the company and to take at least one share each. • Is authenticated (signed) by each subscriber • (Application for registration)
Articles of Association • Rules of Share capital • Transfer of Shares • Meetings of Members • Rules Governing Directors’ Appointments • Power of Directors • Dividends and Reserves • Start with Model Article (previously Table A) • Specify differences from Model Article
Shareholders Agreements • Protect interests of minor shareholders • Article of Association • Changed at General Meeting • Needs 75% majority • Agreement Between Shareholders • All must sign • Can govern way voting is done
Directors • Directors Elected by Shareholders • Act In best Interest of Company • Honest • Declare Interests • Aware of Company’s Trading Position • Executive & Non-Executive Directors • Responsibilites • https://www.gov.uk/running-a-limited-company
Company Secretary • Company Secretary • PLC must have one • Statutory Returns to Companies House • Could be Director • Small companies often appoint an outsider; solicitor or accountant
Takeovers, Mergers, Outsourcing • Companies are often short-lived • Even (especially) when they are successful!
Takeover • A (usually) larger company acquires all the shares of a smaller company • Often the shareholders of the company that is taken over will agree to work for a period for the new owners • Why sell? • Why buy?
Merger • Two companies come together on equal terms • Often a new company is set up
Management Buyout • Senior employees obtain capital • Buy the company from its shareholders • Can be good; people who run the company also own it • But there may be conflicts of interest
Outsourcing • Contract out activities from one business to another • More than maintenance of premises • Payroll, staff records, IT • Sale of tickets for theatres and airlines • Advantages and pitfalls • Outsourcing and off-shoring
Non-commercial Bodies • Roughly 80% of UK employment private sector – mostly limited companies • Remaining 20% public sector – often statutory bodies • Statutory bodies exist by Statute – Act of Parliament
Public sector organizations • Local government, NHS, Police, armed services, … • Much larger volumes of data than is usual in the private sector • Department of Work and Pensions – records for about 50 million people • Private company unlikely to have more than one million customers
Public Bodies • How is success measured? • Profitability not a measure of success • Everybody interested in good service • Ballot box measures politicians’ success • Elected creators of policy may disregard advice of professional implementors • IT companies may be over-eager to sign lucrative but infeasible contracts • A recipe for high-profile failure
Other non-profit bodies • Charities: Oxfam, Christian Aid … • Professional bodies: BCS, IoP • Political Parties • Often companies limited by guarantee • On winding up, members each undertake to pay a small amount towards liabilities • Run by full-time employees and volunteers
Next Lectures • Prices and Costs • Company Finances • Sales & Marketing