ACCA LW Cheat Sheet: Company Law, Contract, and Directors' Duties

ExpertMinds Editorial·3 June 2026·7 min read

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Key fact:LW exam: 3-hour CBE · 100 marks · Sections A and B (OT) + Section C (constructed response). The LW paper tests English law by default; a variant covers global law. Pass mark 50%.

Contract Law Essentials

Element	Key rule
Offer	Must be clear, certain, and communicated — distinguished from invitation to treat (shop displays, advertisements)
Acceptance	Must be unconditional and communicated; postal rule: effective on posting
Consideration	Must move from promisee; need not be adequate but must have value; past consideration is not good consideration
Intention	Commercial agreements presumed binding; social/domestic agreements presumed not binding
Misrepresentation	False statement of fact inducing contract; remedies: rescission and/or damages depending on type

Directors' Duties — Companies Act 2006 s.171–177

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Questions graded, hints, and explained.

Section	Duty
s.171	Act within powers — follow the articles, proper purpose
s.172	Promote success of the company for benefit of members as a whole
s.173	Exercise independent judgement
s.174	Exercise reasonable care, skill and diligence (objective + subjective test)
s.175	Avoid conflicts of interest
s.176	Not accept benefits from third parties
s.177	Declare interest in proposed transactions

Insolvency: Liquidation Types

Type	Trigger	Who appoints liquidator
Members' Voluntary Liquidation (MVL)	Solvent company; directors swear statutory declaration of solvency	Members
Creditors' Voluntary Liquidation (CVL)	Insolvent; no declaration of solvency possible	Creditors (nominally)
Compulsory liquidation	Court order; usually on creditor's petition for unpaid debt ≥ £750	Official Receiver / appointed IP

Test LW with scenario-based questions

LW Section C requires applying rules to facts — practise written application questions.

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Contract Law Essentials

Element	Key rule
Offer	Must be clear, certain, and communicated — distinguished from invitation to treat (shop displays, advertisements)
Acceptance	Must be unconditional and communicated; postal rule: effective on posting
Consideration	Must move from promisee; need not be adequate but must have value; past consideration is not good consideration
Intention	Commercial agreements presumed binding; social/domestic agreements presumed not binding
Misrepresentation	False statement of fact inducing contract; remedies: rescission and/or damages depending on type

Directors' Duties — Companies Act 2006 s.171–177

Practice ACCA questions while you read

Questions graded, hints, and explained.

Section	Duty
s.171	Act within powers — follow the articles, proper purpose
s.172	Promote success of the company for benefit of members as a whole
s.173	Exercise independent judgement
s.174	Exercise reasonable care, skill and diligence (objective + subjective test)
s.175	Avoid conflicts of interest
s.176	Not accept benefits from third parties
s.177	Declare interest in proposed transactions

Insolvency: Liquidation Types

Type	Trigger	Who appoints liquidator
Members' Voluntary Liquidation (MVL)	Solvent company; directors swear statutory declaration of solvency	Members
Creditors' Voluntary Liquidation (CVL)	Insolvent; no declaration of solvency possible	Creditors (nominally)
Compulsory liquidation	Court order; usually on creditor's petition for unpaid debt ≥ £750	Official Receiver / appointed IP

Test LW with scenario-based questions

LW Section C requires applying rules to facts — practise written application questions.