Woolley & Co E-Zine September 2005
Tips and ideas for keeping your business on the right side of the law


Welcome to the September Woolley & Co ezine. This month we have some advice for sole traders thinking of forming a limited company and 10 tips to keep on the right side of the law when marketing your business.

We welcome your feedback - if there is any particular legal issue you'd like to see covered send the details through to marketing@business-lawfirm.co.uk or if you have a question for one of our lawyers you can Ask A Lawyer on our website.

Andrew Woolley
Andrew Woolley, Senior Partner, Woolley & Co

Thinking of Becoming a Limited Company?
Understand your Duties as a Director
Sole traders who decide to take the step of forming a limited company often find that while there are advantages, it's not an easy decision to make.

Here’s a brief roundup of what obligations are placed on the Directors of a limited company:

  • Private limited companies need to have at least two 'officers' - a director and a company secretary. These can't be the same person, and if one officer fails to carry out his or her duties, both officers can be held responsible.
  • Directors are responsible for sending Companies House the company's accounts and annual returns, as well as keeping it informed about changes to directors' names and addresses or the business address.
  • Directors must make sure minutes of board meetings are kept, and ensure the company's 'statutory forms' are kept up to date (the statutory forms include details about the directors and company shares; there's a full list at the Companies House website).
  • Directors must also make sure company records are available to the public or people entitled to see them, such as the shareholders.
Hopefully, all that sounds very simple, and it's true that most small companies sail through the procedures with no problems. But because these are legal obligations, directors of a limited company in its first year of trading will certainly find it useful to talk the whole thing over with a solicitor.

There's also a good deal of information about this subject on the Internet. The Companies House website is a good place to start. It has a section fleshing out directors' obligations, particularly as regards holding meetings and keeping records.

If having read through these you still feel you need advice contact Woolley & Co on 01789 267377 or email info@business-lawfirm.co.uk.

And don’t forget - if you think your company may be in financial trouble, do make sure you read our previous article about directors’ responsibilities during those times, too.


The Law and Marketing your Business
Marketing and sales activities are sometimes viewed as the lighter side of business – where creativity can be let loose. For the unwary however there are many legal traps. This article provides a quick overview of the top 10 actions you can take to avoid the traps when promoting your company or making sales:

1. Register and protect data - if you collect personal data (names and addresses) of customers or prospects – you MUST comply with the Data Protection Act and probably have to register - more

2. Don’t make false promises – it’s great to make your company sound as positive as possible in adverts, brochures and on your website – but if you over-step the mark you could land in deep water.

3. Protect your ideas – whether it’s your company name, a product design or a piece of marketing or customer management software you buy to help in your business – make sure you understand what you own and how to protect your rights – more

4. Use direct marketing, legally – how have you gathered your marketing lists? Do you have permission to mail, email or call your business prospects? Read more about Spam and Cold Commercial Emails here.

5. Consider access for customers – the terms of the Disability Discrimination Act mean that you must consider the ease of access to your business premises for disabled customers – and you must consider disabled web visitors too - more

6. Make a contract with customers – understanding when a contract is made is critical – especially when selling via the web. Read more about How Argos got it all wrong

7. Be wary of comparative adverts - be very, very careful when mentioning other people’s products and even trade names in adverts. The OFT will be after you!

8. Don’t give away your secrets – in your enthusiasm about a new product or service it’s tempting to tell a lot of people: your bank manager, a possible partner or supplier perhaps. But they may well just take your idea (or tell someone else about it) and there would be very little you could do. So, protect yourself with a confidentiality agreement – which Woolley & Co can draft for as little as £150 plus VAT.

9. Make contracts with marketing suppliers – if you are using a sales agent abroad or commissioning a website for example, make sure you have a contract and that you understand what the contract promises you. Without a contract you’ll have very little recourse if the website is delivered later than planned or if you find out that the sales agent is visiting your existing customers to sell a competitor’s product.

10. Get good advice – before you try ‘crazy’ marketing tactics – especially things like competitions and incentives. Make sure the lawyer you use takes time to really understand you and your business – then you can be sure you will get their best advice and the right results for your company.

Paying Commission for Sales Leads
Agreements to pay people commission are a constant source of strife. There are misunderstandings about exactly what a referral is, when payment is due, what happens to someone the agent knew before and so on. Often a business will end up at a law firm asking what can be done. There is no real contract and thus the answer is a complex (and thus costly) argument.

To try to help you avoid that we will provide to the first 5 people to e-mail us, our internal checklist we use with clients when making these agreements. Request the checklist from Woolley & Co.


To find out more about these and other legal issues visit the Woolley & Co website at www.business-lawfirm.co.uk. The site also contains articles and back copies of our E-zine – which might be a useful place to start if you have a legal problem you need help with.

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