Guarantee and unlimited companies and limited liability partnerships

Companies limited by guarantee are often found in the not-for-profit, charity or non-trading sectors, though there is no restriction on the use to which they can be put. Such companies have guarantors rather than shareholders. These guarantors are members who agree to make a limited contribution towards the payment of the company’s debts in the event of a winding up. That limit is usually fixed at a nominal £1 and is only required if the company’s assets fall short.

A guarantee company may drop the word 'limited' from its name if, but only if, it exists for charitable purposes or to promote other good causes and there is a ban on the payment of any dividends to its members (and, on a winding up, any surplus goes to a body with a similar purpose).

Different again are unlimited companies. Here, the liability of members is truly unlimited and they can be required to pay the company’s debts without limit if it defaults and is wound up. Of course, for the shareholders of many small companies the concept of limited liability is at times notional – banks and landlords will often require personal guarantees of a company’s liabilities. So an unlimited company may be no more than an acceptance of a reality, and it will carry the big advantage of secrecy: there is generally no obligation to file accounts at Companies House.

Since 2000, there has been an entirely new legal entity – a limited liability partnership. An LLP is often the vehicle used by large firms of lawyers and accountants to enjoy both the tax benefits of a partnership and the limited liability of a company. In most respects, it is more akin to a company than anything else, but legally it is a new concept and is governed solely by statute. The main quid pro quo for limited liability is the obligation to file annual accounts at Companies House.

 

 

Exercise 1. Choose the best (most logical) option to complete each of the following sentences:

 

1. This job is too ____________ (stressed-out/stressful).

2. There's a lot of work, but I can ___________ (deal/handle) it.

3. I was ___________ (hired/heard) last month.

4. They __________ (fired/failed) two of my co-workers, and I'm afraid I might be next.

5. I work ____________ (at/in) sales.

6. My _______________ (commute/communion) (= the time it takes me to get to work) isn't so bad.

7. The company has a reputation for treating their (employees/employed) well.

8. I usually don't eat in the _____________ (lunchroom/lunch-zone). I go out to eat.

9. The dress __________ (code/cut) is casual.

10. I'm thinking about ___________ (quitting/stopping) my job.

11. I get along well with most of my __________ (colleagues / employees) (= co-workers).

12. I got a ____________ (premonition/promotion) last year.

13. He's not very ____________ (producing/productive). He just chats to his friends on Facebook all day.

14. I'm pretty ___________ (content/contained) (= happy) with the way things are going.

15. Everyone seems to have gotten a _____________ (raise/boost) (= an increase in salary) except me.

16. We don't have ______________(assess/access) to that information.

17. The ____________ (upper/up) management people are not very well liked by the rest of us.

18. I'm taking a week ______________ (off/of) to go on vacation.

19. The work load isn't too ____________ (dense/heavy).

20. They provide us with a good benefit _______________ (pack / package).

 

Exercise 2. Complete each of the sentences below using the following words: meeting, running, mailbox, salaried, traffic, gone through, find, order, breathing, overtime

 

1.A: Is everyone here? – B: Not yet. Sarah is ___________ a little late.

2. A: Did you review all the reports? – B: Yup, I've __________ all of them.

3. If it weren't for the bad ________, it would only take me 20 minutes to drive to work.

4. It's hard to get work done when the boss is constantly ____________ down my neck.

5. Send Jim an email asking him if he's free for a _____________this afternoon.

6. In this economy, it'll be hard to _______________ another job.

7. Should we ___________ lunch?

8. I had to work ____________ three times last week.

9. My ___________ is full. I have to delete some emails.

10. Robert isn't a contractor. He's a ____________ employee.

 

Exercise 3. Complete the sentences with the correct words given below.

1. You always have to make ________ with prospective employers.

eye contact

eyes

chat

2. What do you do? I work ________.

by advertising

in advertising

advertising

3. "________" is a common way of saying "functions or features".

Functionality

Flavor

Scope

4. A ________ is an outside company with whom your company has a business relationship.

bender

vendor

lender

 

5. IBM provides a variety of networking ________ for its clients.

salutes

solvents

solutions

6. If you own a lot of stock in a company, you are considered one of its major ________.

share keepers

share takers

shareholders

7. In business, ________ is either a period when some kind of machinery isn't working, or a slow period.

downtime

down period

sleep time

 

8. One of our corporate objectives is to develop ________ relationships with key customers.

static

strategic

strategic

9. You have to be less competitive and more ________.

cooperating

cooperation

cooperative

10. Our goal is to provide customers with high-quality products at _____ prices.

competitive

complete

competent

 

Exercise 4. Comment on the use of the Present Simple in the following sentences.

 

1. Wisdom comes with age. 2. There is a reason for everything. Nothing falls from heaven. 3. Do you believe in miracles? – I do. 4. Palermo is the capital of Sicily. 5. No one in this world is perfect. 6. Students buy a lot of books at the beginning of each term. 7.1 think that English Grammar is easy. 8. Frank has a good head for figures. 9. A cat purrs when it is pleased, but a dog waves its tail. 10. That's the way it usually happens. 11. The client is always right. 12.1 often sleep with the window open. 13. My mother doesn't like it when we play in the street. 14. The beauty of the Internet is that you can get virtually anything that your heart desires. 15. Every generation has its way. 16. I watch evening news every day. 17. – Do you have a sweet tooth? – Yes, several.

Exercise 5. Use the right form of the verbs in brackets

 

1. This man (know) from his experience what it (mean). 2. Nothing (happen) by accident. 3. As man (grow) older, he (tend) to be more sceptical. 4. My mother often (tell) me that you not (leave) your problems behind you when you (go) to another place. Pain and heartache (travel) well. And indeed they (do). 5. Mrs. Osborne (own) this business, and she (run) it herself. 6. He (be) a complete mystery to me. 7. What he (do) for a living? 8. In Rome every building (tell) its own story. 9. When the weather (heat) up and you (need) to cool down, a lake, a river, a pool — is what your body and soul (need). 10. My great-grandmother is very old, but she (hear, see and understand) everything quite well. 11. I (remember) that Margaret (own) a villa on the Adriatic. 12. "The Bible (say) that the heart of man is exceedingly wicked," the Pastor replied.

 

Exercise 6. Give the Past Simple of the following verbs.

 

Be, bear, begin, become, bring, buy, broadcast, cut, do, eat, fall, feel, find, found, give, go, have, read, rise, set, shine, sing, strike, stroke, swing, spring, throw, wear, win, write.

 

Exercise 7. Make the following sentences interrogative and negative.

 

1. We went for a stroll down "Alphabet Street" to Ginger Street. 2. In the 1950s, television cut deeply into the movie-going audience. 3. He did a tremendous amount of work. 4. They carried out a huge survey. 5. There were a lot of disasters in the 20th century. 6. The actress gave a bravura performance in the Aldwych in London. 7. He failed to appear before the magistrate. 8. Hobbs was a founding partner in the Atlantic Financial Markets. 9. They couldn't get out of the place. 10. We had absolutely nothing to do last weekend. 11. When they saw me, they shut up. 12. She began the examination on time. 13. She had a problem on her mind. 14. My friend taught English for twenty-five years. 15. The old man used to take a long walk every morning.

 

Exercise 8. Use the right form of the verbs in brackets.

 

Hilary Benson let Melanie (weep). She handed her patient a box of tissues in silence. Then she (pour) a glass of water, and (bring) it to the crying woman. Meredith (take) it from her, (sip) the water, and (say) after a moment, "I'm sorry for my outburst." 2. "Listen, you two, before we have supper I want to show you my finds." "Finds? What you (mean)?" Andrew asked, smiling at me fondly. "I (poke) around in the library this afternoon, and I (find) a diary by one of your ancestors, Lettice Keswick, which she (write) in the seventeenth century." "Good Lord! So that's what you (do) all afternoon, digging amongst those old books," Diana (cut) in, "but you (say) finds, Mai, in the plural. What else you (discover)?" "Let me (go) and (get) them. Once you (see) the books, you (understand) what I (talk) about."

 

Exercise 9. Fill in the blanks with shall(not) or will(not)

 

1.... I phone for a taxi for you? 2. What... you have to drink? 3. Who... we pass the message to? 4.1... never let you go. 5. Where... I place the books? 6. Let's not talk about it,... we? 7. Keep your mouth shut,... you? 8. Let's get started,... we? 9. When I retire, I... have more time for my hobbies and friends. 10. — Drive carefully. — Don't worry, I.... 11. The conference...begin at 10.00 a.m. 12.... I give you a lift to the school? 13. No matter what may happen; we... always be by your side. 14.... I be happy,... I be rich? 15. Where and when... I see you again? 16. — I hope you... like my present, darling. — I'm sure I.... 17. As long as I am head of this company, I... handle all the business.

 

Exercise 10. Read and translate the following sentences. Explain the use of the Present Continuous.

 

1. Family life is changing rapidly. 2. These days many people are complaining that life is too tough. 3.1 can'1 understand what he is talking about. 4. He is always coming up with new ideas. 5. Look here, Michael, I'm not being critical of you. 6. You're looking strange, Teddy. What's the matter? 7. You're looking so very healthy at the moment. 8. She scanned the scenery. "What I don't understand is why we're not seeing the river." 9. And so... Am I understanding this correctly? 10. I'm hoping I'll feel better by lunchtime. 11. Forgive me! I am being thoughtless. How is your son? 12. She is feeling dead guilty. Forgive her. 13. Maxim's jaw dropped, he was unable to absorb the things he was hearing. 14. Isn't he being just a little bit unfair? 15.1 am only agreeing to this ridiculous decision of yours because there is no other way out.

 

 

Exercise 11. Use the right form of the verb in brackets

 

1. Oh, darling, pay no attention to Mr. Wonka! He (lie) to you. 2. "I (starve), and my feet (kill) me. I (want) to have a rest," complained Grandma. 3. "Watch the road!" cried the policeman. "Something (happen) there." 4. – You (kid)? — No, I not (joke), sir. I'm dead serious. 5. Now, children, we (go) to the most wonderful place in the world. 6. You (think) of selling this house? I not (think) it's the right time to do it. 7. We still can't understand what he (talk) about. 8. She (show) the latest collection of new designs tonight. 9. Today in this country we (face) a lot of problems. 10. – Why you (cry), Nicky? – Can't you see I (cut) onions? 11. Listen, you and Eric (come) for Sunday's barbecue? 12. – You (feel) better, darling? – Yes, I (do) fine, thank you. 13. – Have you put the kettle on to boil? – It (whistle) already. 14. All the talk tonight is about the house which he (renovate). 15. We not (get) younger. 16. Make the tea, Jess, the kettle (screech) its head off. 17. Now clear off, I (read). 18. Hello, is that me you (look for)?