UK Business Law: A Founder's Practical Guide

Name: UK Business Law: A Founder's Practical Guide
Rating: 5.0 (3 reviews)

Master entities, contracts, employment, IP, data protection & dispute resolution under modern UK statute and case law

Role Play

Created byShamir George

Last updated 7/2026

English

English [Auto],

What you'll learn

Choose the right UK business structure across sole trader, partnership, LLP, and limited company
Apply the Companies Act 2006 and the seven statutory directors' duties to real boardroom decisions
Form, perform, and terminate contracts using offer, acceptance, consideration, and privity correctly
Comply with the Consumer Rights Act 2015 for goods, services, and digital content
Navigate the Employment Rights Act 1996, the Equality Act 2010, and lawful dismissal procedures
Protect intellectual property through patents, trademarks, copyright, and trade secrets
Meet UK GDPR and Data Protection Act 2018 obligations and handle breaches with the ICO
Choose between litigation, arbitration, and mediation when a commercial dispute arises
Identify wrongful trading, disqualification, and personal liability risks before they bite
Draft and negotiate stronger commercial agreements with confidence in UK law

Course content

7 sections • 32 lectures • 2h 15m total length

Sole Traders & Partnerships: Trading Without a Shield4:32
If you can start trading tomorrow with zero paperwork, why would anyone bother incorporating? This lecture answers that by exposing the hidden price of simplicity. It introduces the sole trader — no legal separation between you and the business, so you register with HMRC for Self Assessment and pay Income Tax and National Insurance on profits — and the general partnership under the Partnership Act 1890, where two or more people carrying on business 'in common with a view to profit' become partners automatically, even with nothing in writing. The tension it resolves is unlimited and, for partnerships, joint-and-several liability: what it genuinely means for your house, savings, and assets when a debt or a partner's mistake lands on you personally, and why a partnership agreement covering profit shares, decisions, and exits is not optional despite the law not requiring one.
LLPs & Limited Companies: The Power of Separate Personality4:27
How can a business owe money, sign contracts, and be sued while its owners sleep soundly? The answer is separate legal personality — the single most important idea in the course. This lecture traces it to the House of Lords in Salomon v Salomon & Co Ltd [1897], then shows the two modern vehicles that harness it: the private limited company (Ltd) and public limited company (plc), and the Limited Liability Partnership created by the LLP Act 2000, which bolts limited liability onto partnership tax transparency. You will see how each is formed at Companies House (memorandum, articles, certificate of incorporation; designated members and members' agreement for an LLP), how shareholders' liability is capped at the nominal value of their shares, and why law and accountancy firms flock to the LLP while most founders reach for the Ltd.
Lifting the Corporate Veil: When the Shield Fails4:21
If a company protects you completely, why do directors sometimes end up personally on the hook anyway? This lecture resolves that by mapping the narrow exits English courts and Parliament have carved into limited liability. You will explore when a court will disregard separate personality — fraud, sham or façade companies — and the statutory routes under the Insolvency Act 1986 for wrongful and fraudulent trading, all against case law (Prest v Petrodel Resources Ltd [2013], VTB Capital plc v Nutritek [2013]) that shows just how reluctantly the courts pierce the veil. The takeaway is a realistic sense of how much protection incorporation truly buys — and the specific behaviours that dissolve it.
The Founder's Tax Map: HMRC, Corporation Tax, VAT & IR354:46
Which of these structures actually leaves the most money in your pocket — and where does the taxman draw lines founders keep tripping over? This new lecture gives the practical tax picture the rest of the course assumes but never states: how sole traders and partners pay Income Tax and National Insurance on profits while a company pays Corporation Tax and directors extract funds through salary and dividends; the VAT registration threshold and what crossing it obliges you to do; and the off-payroll/IR35 rules that decide whether a 'contractor' is really an employee for tax. It resolves the tension every founder feels between commercial convenience and HMRC's classification tests, and sets up the misclassification risks that return in the employment section.
Choosing the Right Structure: A Decision Framework4:34
So, with liability, tax, admin, and disclosure all pulling in different directions, how do you actually decide? This capstone turns the section's concepts into a repeatable decision framework, weighing liability exposure, tax treatment, administrative and public-disclosure burden, ease of raising finance, and how easily you can add co-owners or investors. It runs the same criteria across four realistic founders — a freelance designer, a two-partner practice, a start-up chasing investment, and a family retail shop — to show why there is no single 'best' structure, only the best fit for a given size, risk appetite, and ambition.
Section 1 Quiz: Choosing Your Foundation: Structure, Liability & Tax
Contract Risk: Do We Restructure First?

Mapping the Companies Act 20064:58
How do you get your bearings in the longest statute Parliament has ever passed without drowning in 1,300 sections? This lecture gives you a mental map. It explains why the Act was introduced, what it consolidated, and how its key Parts fit together — types of companies, directors, accounts and reports, and company charges — in plain English, and how it interlocks with the Insolvency Act 1986 and the Corporate Governance Code. The tension it resolves is overwhelm: by the end you have a framework onto which every detailed rule in this section and the next can be hung.
Articles of Association: The Company's Rule Book4:32
Who really decides how your company is run — you, or a default rulebook you have never read? This lecture examines the articles of association as the internal constitution governing shareholder rights, meetings, directors' powers, and share transfers, and the Model Articles that silently apply if you adopt nothing bespoke. You will learn how articles are amended by special resolution (a 75% majority), why founders and investors bolt on clauses like pre-emption rights and drag-along provisions, and how the articles interact with — and differ in legal effect from — a separate shareholders' agreement. The resolved tension: the gap between the boilerplate you accepted at incorporation and the control you actually wanted.
Share Capital, Shares & Shareholder Rights5:08
How do you bring in investors' money without quietly handing them control of your company? This lecture answers it through share capital. You will learn the difference between ordinary and preference shares and the rights bundled into each — votes, dividends, priority on a winding up — and the Companies Act rules on issuing new shares, including the shareholder authority required and the statutory pre-emption rights giving existing holders first refusal. Nominal versus market value, buybacks, and capital reductions are demystified, and a running start-up example shows how founders structure share classes to attract angel investment while protecting their own grip.
Meetings, Resolutions & Minority Shareholders5:30
When shareholders disagree, whose vote actually carries the decision — and what protects the person who is outvoted? This lecture covers how companies decide: ordinary (simple majority) versus special (75%) resolutions and when each is needed, why the AGM is mandatory only for public companies while private ones run on written resolutions, and the notice and requisition rules that let shareholders force a meeting. It then turns to the flip side — proxies, poll votes, and the safeguards that stop a majority from steamrolling a minority — resolving the tension between decisive control and fair treatment of the people who backed you.
Staying Compliant: Filings, Deadlines & Companies House5:38
Your company is trading fine — so why could it be struck off the register for something you forgot to file? This lecture makes ongoing compliance concrete. You will learn how company size (micro, small, medium, large) sets what accounts you must prepare and publicly disclose, the hard deadlines (annual accounts nine months after year end for private companies; the confirmation statement within its 14-day window), and the event-driven filings triggered by changes to directors, registered office, share allotments, or articles. Late-filing penalties and compulsory striking-off drive home why compliance is administrative housekeeping you cannot afford to skip.
Section 2 Quiz: Running a Company Legally: The Companies Act 2006
Catch-up with Fiona - Shareholder Concerns

Who Counts as a Director?4:05
Can you carry a director's legal responsibilities without ever being called one? Unsettlingly, yes — and this lecture shows how. It distinguishes executive, non-executive, shadow, and de facto directors, all of whom the law can catch regardless of job title, and covers the appointment rules: the minimum age of 16, the bar on undischarged bankrupts and disqualified persons, and the 14-day notification to Companies House. Crucially it separates the director as agent (binding the company to outsiders) from the director as fiduciary (owing duties inward), resolving the dangerous assumption that duties only bite the people on the letterhead.
The Seven Statutory Duties (ss.171–177)4:36
What does the law actually demand of you the moment you accept a directorship? This lecture walks through the seven general duties codified in sections 171 to 177 of the Companies Act 2006: to act within powers, promote the company's success, exercise independent judgement, exercise reasonable care skill and diligence, avoid conflicts, refuse third-party benefits, and declare interests. The section 172 duty to promote success gets particular depth — the long-term consequences, employee interests, and environmental and community impact directors must weigh — with real scenarios showing exactly how each duty is breached in practice, so 'good faith' stops being an abstraction.
Conflicts of Interest & Related-Party Transactions3:34
You spot a great deal — but you are on both sides of it. Can you take it? This lecture resolves that everyday trap through the duties in sections 175 to 177, showing the law's strict line that a director must avoid situations of conflicting interest whether or not the company is actually harmed. You will learn the authorisation routes that let shareholders or the board approve some conflicts, which conflicts can be managed by disclosure and which cannot be cured at all, and the procedural safeguards the Act demands when a director contracts with the company or buys its property — turning a vague sense of 'that feels dodgy' into a clear compliance test.
When Liability Gets Personal: Wrongful Trading & Disqualification4:15
Limited liability was supposed to protect you — so when does it stop? This lecture pinpoints the moment personal exposure kicks in. It covers wrongful trading under section 214 of the Insolvency Act 1986 (trading on when you knew, or ought to have known, there was no reasonable prospect of avoiding insolvent liquidation), the civil-and-criminal reach of fraudulent trading under section 213, and director disqualification under the Company Directors Disqualification Act 1986 — its grounds, typical periods, and real-world consequences. Indemnities, D&O insurance, and ratification are weighed as partial shields, resolving the false comfort that a company always stands between a director and personal ruin.
Corporate Governance & the UK Code3:54
If something is perfectly legal, why can it still sink a company's reputation and funding? This lecture draws the line between compliance and governance. It introduces the UK Corporate Governance Code and its comply-or-explain approach for listed companies — board composition and independence, the role of non-executive directors, executive remuneration, accountability and audit, and shareholder engagement — then shows why its principles increasingly shape private companies seeking investment, bank facilities, or a future IPO. The resolved tension: governance failures can wound a business even when nobody broke a law, which is precisely why serious founders adopt good governance early.
Section 3 Quiz: Directors in the Firing Line: Duties, Governance & Personal
Bramwell & Sons: Pre-Board Finance Catch-Up

Offer & Acceptance: When Talk Becomes a Contract4:10
At what exact instant do a few emails harden into a binding legal obligation? This lecture draws that line. It defines a true offer against a mere invitation to treat using Carlill v Carbolic Smoke Ball Co [1893] and Fisher v Bell [1961], then works through acceptance: it must mirror the offer, be communicated, and survive counter-offers — with the commercial 'battle of the forms' and the postal rule showing how these rules bite in real deals. The resolved tension is the founder's blind spot that a handshake or a casual 'yes, go ahead' can be as binding as a signed document.
Consideration & Intention to Be Bound3:10
Why is a signed promise sometimes worthless while a scribbled deal is ironclad? This lecture answers through the last two ingredients of a valid contract. Consideration — the 'price' each side pays — must be sufficient but need not be adequate, must not be past, and generally cannot rest on an existing duty unless something extra is given (Williams v Roffey Bros [1991]). Then it separates commercial agreements, where the law presumes intent to be bound, from social and domestic arrangements where it does not (Balfour v Balfour [1919]; Merritt v Merritt [1970]) — resolving why a favour between friends and a supplier deal are treated worlds apart.
Terms, Conditions, Warranties & Exclusion Clauses3:47
When a deal goes wrong, which broken promises let you walk away and which only earn you money? This lecture cracks that open by classifying terms: conditions (breach lets you terminate and claim damages), warranties (damages only), and innominate terms (remedy depends on how bad the breach is). It covers terms implied by statute — the Sale of Goods Act 1979 and Consumer Rights Act 2015 — and by courts for business efficacy, then subjects exclusion and limitation clauses to the Unfair Contract Terms Act 1977 and CRA 2015 reasonableness test, so you understand why the small print you rely on may be struck out entirely.
Privity, Third-Party Rights & Breach Remedies3:56
If a contract was made to benefit you but you never signed it, can you enforce it — and if someone breaks a deal, what can you actually get back? This lecture merges two founder concerns. It explains privity (only the parties can sue — Tweddle v Atkinson [1861]; Dunlop v Selfridge [1915]) and the statutory escape hatch in the Contracts (Rights of Third Parties) Act 1999, then turns to remedies for breach: damages measured by expectation loss, the duty to mitigate, remoteness under Hadley v Baxendale [1854], and the equitable remedies of specific performance and injunctions, plus termination for repudiatory and anticipatory breach — resolving both 'who can enforce this?' and 'what is it worth if it fails?'
The Contracts You'll Actually Sign: T&Cs, NDAs & Supplier Deals4:34
Theory is fine — but what should you look for in the documents that cross your desk every week? This new lecture makes contract law operational for founders. It walks through the commercial agreements you genuinely handle — website and sales terms and conditions, non-disclosure agreements, and supplier, SaaS, and service contracts — showing where the earlier principles (incorporation of terms, exclusion clauses, third-party rights, governing law) actually live inside them. The resolved tension is the gap between knowing the law and using it: which clauses matter, which are negotiable, and which red flags should make you pause before you sign.
Section 4 Quiz: Contracts: Making, Reading & Enforcing Agreements
Roaster Supply Agreement — Sign-Off Call

Consumer Rights Act 2015: Selling to the Public2:49
You wrote clear terms — so why can a customer still return goods and demand a refund against them? This lecture resolves that through the Consumer Rights Act 2015, which you cannot contract out of when selling to consumers. It covers the implied standards for goods (satisfactory quality, fit for purpose, as described), for digital content, and for services (reasonable care and skill, time, and price), then the tiered remedies: the 30-day short-term right to reject, repair or replacement, and price reduction or final rejection. Throughout, it draws the B2C/B2B line that decides whether these protections apply at all — the distinction that catches founders who assume their terms always win.
Hiring People: Employees, Workers & Day-One Rights4:18
You called them a freelancer to keep things simple — so why is HMRC now treating them as your employee? This lecture confronts the misclassification trap head-on. It distinguishes employees, workers, and independent contractors and the very different rights, tax, and liabilities each triggers, then sets out the rights that arise the moment employment begins under the Employment Rights Act 1996: a written statement of particulars from day one, the National Minimum Wage, statutory sick pay, and rest breaks. It shows what a sound employment contract must contain — notice, confidentiality, and IP assignment — and why getting the label wrong exposes you to back-pay claims and HMRC penalties, tying directly back to the IR35 rules from the tax lecture.
Equality & Discrimination: The Equality Act 20103:29
A single hiring or dismissal decision can trigger an uncapped tribunal award — so where exactly is the line? This lecture resolves that through the Equality Act 2010 and its nine protected characteristics. It defines the four kinds of prohibited conduct — direct discrimination, indirect discrimination, harassment, and victimisation — with concrete workplace examples, then covers the duty to make reasonable adjustments for disabled staff, an employer's vicarious liability for its people's acts, and the 'all reasonable steps' defence. Because discrimination awards are uncapped, the resolved tension is treating equality not as box-ticking HR admin but as genuine financial risk management.
Ending Employment: Fair, Unfair & Wrongful Dismissal3:33
You have to let someone go — how do you do it without handing them a winning tribunal claim? This lecture untangles the three ways employment can end wrongly. Unfair dismissal (a statutory right, generally after two years' service) requires both a potentially fair reason — capability, conduct, redundancy, statutory restriction, or some other substantial reason — and a fair procedure following the ACAS Code. It contrasts this with wrongful dismissal, a contract claim available from day one turning on inadequate notice rather than reason, and covers redundancy: its true definition, selection, consultation, and statutory pay. The resolved tension is that being right to dismiss and dismissing rightly are two entirely different things.
Section 5 Quiz: Trading With People: Customers, Staff & Fair Dealing
Return Desk Escalation: Faulty Laptop

IP Fundamentals: Patents, Trademarks, Copyright & Trade Secrets3:09
What actually stops a competitor from copying the very thing that makes your business valuable? This lecture surveys the four main protections and their trade-offs. Patents guard new inventions for up to 20 years but demand registration at the IPO and full public disclosure; trademarks protect distinctive signs used in the market; copyright arises automatically in original works and lasts the author's life plus 70 years; and trade secrets, protected by contract and the equitable duty of confidence rather than registration, offer a flexible alternative for innovations a patent would expose. The resolved tension: choosing the right shield means weighing disclosure against duration and cost, not just reaching for 'patent it.'
Who Owns It? IP Assignment & Licensing in Business3:55
Your star developer built your core product — but are you sure the company, not the developer, owns it? This lecture resolves the ownership question that has cost founders their crown jewels. Under the Patents Act 1977 and the Copyright, Designs and Patents Act 1988, IP made in the normal course of employment vests in the employer — but IP from contractors, freelancers, or work outside employment does not, which is why robust assignment clauses are essential. It then covers the commercial upside: exclusive and non-exclusive licences, sublicensing, and royalty structures that let others pay to use your IP without you losing it, using cautionary scenarios of businesses that lost key assets to sloppy drafting.
UK GDPR: Principles, Lawful Bases & Data Subject Rights4:20
Every business now holds personal data — so what turns routine data handling into a legal obligation? This lecture answers by combining the framework and the rights it creates. It introduces the UK GDPR and Data Protection Act 2018 as the post-Brexit twin pillars, the six Article 5 principles, and the six Article 6 lawful bases — with focus on consent, legitimate interests (the three-part test), and contractual necessity. It then covers the eight data subject rights, from access (Subject Access Requests and the one-month window) to erasure and objection, plus core controller duties: when you need a DPO, when a DPIA is required, and keeping records of processing — translating regulation into what your operations must actually do.
Breaches, the ICO & Multi-Million-Pound Fines3:51
Data has just leaked — the clock is now running, so what do you do in the next 72 hours? This lecture resolves that emergency. It defines a personal data breach, explains the 72-hour window for notifying the ICO and the risk test that decides whether you must, and the parallel duty to tell affected individuals without undue delay where the risk to them is high. It then lays out the ICO's enforcement arsenal — reprimands, enforcement notices, and fines of up to £17.5 million or 4% of global annual turnover — using published enforcement actions to show the failures that draw regulatory fire, so preparation replaces panic.
Section 6 Quiz: Protecting the Business: Intellectual Property & Data
Series A Due Diligence: IP & Data Review

Litigation: Resolving Disputes Through the Courts5:01
Someone owes you money or has wronged your business — is going to court the answer, or the start of a bigger problem? This lecture gives founders a clear-eyed view of civil litigation in England and Wales. It explains the track system — small claims (up to £10,000), fast track (£10,000–£25,000), and multi-track — and how the track shapes costs and procedure, then walks the journey from pre-action protocols and letter of claim through statements of case, disclosure, witness statements, and trial, all under the Civil Procedure Rules' overriding objective of justice at proportionate cost. Costs risk, funding, and why even winners rarely recover their full legal spend resolve the tension between being right and it being worth it.
Arbitration & Mediation: Settling Without a Trial3:57
If court is slow, public, and expensive, what are the smarter routes for a commercial dispute? This lecture contrasts the two leading alternatives. Arbitration under the Arbitration Act 1996 yields a binding award enforceable like a judgment — and, via the New York Convention 1958, across borders — which is why commercial contracts carry arbitration clauses for privacy, expertise, and cross-border enforcement. Mediation, by contrast, is voluntary and without prejudice: a neutral facilitates a settlement without imposing one, saving time and cost, and courts increasingly penalise parties who unreasonably refuse it. The resolved tension is matching the dispute to the forum instead of defaulting to litigation.
Jurisdiction, Governing Law & Cross-Border Deals4:18
Your customer is abroad and the deal has soured — whose law applies and whose courts decide? This lecture rescues founders from the clauses everyone skips until it is too late. It separates the governing law clause (which country's law interprets the contract) from the jurisdiction clause (which country's courts hear the dispute), distinguishes exclusive from non-exclusive jurisdiction, and confronts the post-Brexit changes to how English judgments are recognised across the EU. It explains why English law remains a global favourite, how to draft these clauses cleanly, and what chaos follows when you omit them — resolving the tension between a smooth negotiation and a survivable dispute.
Insolvency & Winding Down: Ending a Business Legally4:31
Sometimes the business itself has to end — how do you close it without walking into personal liability or a disqualification? This new lecture completes the founder's lifecycle. It maps the main routes: solvent closure by members' voluntary liquidation or striking off, and the insolvency processes — administration, company voluntary arrangements, and creditors' voluntary and compulsory liquidation under the Insolvency Act 1986 — explaining the order in which creditors are paid and what a liquidator does. Crucially it ties back to directors' duties, showing how the wrongful-trading and disqualification risks from earlier crystallise precisely at this moment, resolving how to wind down responsibly rather than making the failure personal.
Section 7 Quiz: When Things Go Wrong: Disputes, Recovery & Winding Down
Duval Invoice: Sue or Not?

Requirements

No prior legal training is required, only curiosity and a willingness to learn
Basic familiarity with general business concepts such as revenue, employees, and customers
Comfort reading English-language commercial documents and statutes in plain summary form
An interest in operating, advising, or studying businesses in the United Kingdom
A notebook or digital tool for capturing decision frameworks and key statutes

Description

This course contains the use of artificial intelligence.

Running a business in the United Kingdom means operating inside one of the most sophisticated, statute-rich legal systems in the world, and the cost of getting it wrong has never been higher. A single missed clause in an employment contract, a careless data breach, a director's decision that strays from the Companies Act 2006, or an unenforceable trademark can wipe out years of effort and turn a promising venture into a cautionary tale. Whether you are launching your first side hustle, scaling a startup, sitting on a board, or advising clients, you need a working command of the law that surrounds every commercial decision you make.

This course gives you exactly that. You will learn how UK business entities are formed and what really separates a sole trader from a partnership, an LLP, and a limited company, and you will see why the choice has lifelong consequences for tax, liability, and credibility. You will walk through the architecture of the Companies Act 2006, the seven codified directors' duties, and the wrongful trading and disqualification rules that turn careless directors into personal debtors. You will master the building blocks of contract law, from offer and acceptance through consideration, privity, and remedies, and you will see how the Consumer Rights Act 2015 changes the rules when you sell to a consumer. You will get a working command of the Employment Rights Act 1996, the Equality Act 2010, and the dismissal and redundancy frameworks that govern every hire and fire decision.

The course is built for UK founders, aspiring entrepreneurs, business and law students, managers, company secretaries, in-house professionals, and anyone who needs to understand the legal landscape without paying for hours of advice they could have learned themselves. By the end you will know how to choose a business structure, draft a contract that holds up, protect your inventions and brand, comply with the UK GDPR and the Data Protection Act 2018, and choose the right path between litigation, arbitration, and mediation when a dispute breaks out. Every concept is grounded in real UK statute, leading case law, and practical commercial scenarios.

What sets this course apart is the relentless focus on what you actually need to do, not just memorise. You get vivid examples, decision frameworks, and the full picture of how the moving parts of UK business law connect. Enrol now and turn legal complexity into a competitive advantage for your business.

Who this course is for:

UK founders and aspiring entrepreneurs setting up or scaling a business
Business, management, and law students studying UK commercial law
Managers, directors, and company secretaries needing a refresher on legal duties
In-house professionals in HR, finance, marketing, or operations who interact with legal issues
Consultants, advisers, and freelancers serving UK-based clients across industries

UK Business Law: A Founder's Practical Guide

What you'll learn

Explore related topics

Course content

Choosing Your Foundation: Structure, Liability & Tax6 lectures • 23min

Running a Company Legally: The Companies Act 20066 lectures • 26min

Directors in the Firing Line: Duties, Governance & Personal Risk6 lectures • 20min

Contracts: Making, Reading & Enforcing Agreements6 lectures • 20min

Trading With People: Customers, Staff & Fair Dealing5 lectures • 14min

Protecting the Business: Intellectual Property & Data5 lectures • 15min

When Things Go Wrong: Disputes, Recovery & Winding Down5 lectures • 18min

Requirements

Description

Who this course is for: