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LAW > c7 > Flashcards

c7 Flashcards

1
Q

will the veil be lifted?
creditors of an insolvent sub are not paid in full despite the holding co remaining solvent

A

no

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2
Q

will the veil be lifted?
a Co is registered in England but all its members, except one, belong to Neverland, a country with which England is at war

A

yes - reveal true national identity and expose illegality

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3
Q

will the veil be lifted? quasi-partnership

A

yes - lift the veil to reveal a Co so completely in nature of a partnership - a winding up of the Co could be ordered by the court on the grounds of it being just and equitable

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4
Q

what happens if a plc fails to obtain a trading certificate?

A

a member-director may be personally liable

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5
Q

when does a co need to obtain a trading certificate:
-before commencement trading
-within 12m trading

A

before commencement

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6
Q

do all companies need a secretary?

A

only plc are required

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7
Q

public vs private : liability

A

public - limited

private - limited or unlimited

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8
Q

limited Co - by what?

A

shares (shareholders/members)

guarantees (members)

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9
Q

public vs private : share capital mim

A

private - no minimum

public - £50k

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10
Q

public vs private : when can they commence trading?

A

private - once incorporated

public - must have trading certificate

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11
Q

public vs private : directors

A

private - must have at least 1

public - must have at least 2

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12
Q

public vs private : written resolutions

A

only private limited Co can have written resolutions (instead of calling meetings)

public - not allowed

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13
Q

public vs private : AGMs

A

private - does not need to call an AGM

public - must hold AGM

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14
Q

public vs private : secretary

A

private - does not need one

public - must have one

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15
Q

public vs private : filing accounts

A

private - 9m
public - 6m

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16
Q

what is a statement of guarantee?

A

appropriate for a company limited by guarantee

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17
Q

public vs private : preemption rights

A

public - cannot exclude

private - can exclude

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18
Q

public vs private : reduction of share capital

A

private - needs a special resolution (75%) and directors’ solvency statement

public - needs special resolution confirmed by the court

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19
Q

public vs private : power to redeem or purchase shares out of capital

A

private - may do so subject to its’ articles of association

public - N/A

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20
Q

additional rules for payment of shares for public Co

A

shares must be at least 25% paid up;

other rules surrounding valuations for non-cash consideration

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21
Q

will the veil be lifted?
english sub deemed to be agent of American holding Co

A

H therefore liable to tax - lift the veil!

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21
Q

will the veil be lifted?
if evasions alleged to have been committed by holding Co, what will happen to sub?

A

lift the veil - restrain sub’s assets

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22
Q

will the veil be lifted? to give entitlement to compenstion

A
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23
Q

director being disqualified - an example of

A

lifting the veil = director will be jointly/severally liable along with Co for Co’s debts

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24
Q

examples of veil being lifted

A

-produce a tax liability
-prevent tax evasion
-to give entitlement to compensation

25
Q

fraudulent and wrongful trading - if a director is held personally liable as they knew or shouldve known about an insolvent liquidation, this is an example of

A

lifting the veil

26
Q

trading without a trading certificate (plc) - failure can lead to liability on director

A

lift the veil!

27
Q

formation of a Co - memorandum of association

A

states:
-subscribers wish to form a Co
-they agree to become members
-if Co with share cap: they agree to take at least one share each
-signed by subscribers

28
Q

formation of a Co - application

A

states:
-proposed name
-whether liability by shares or guarantee
-private or public
-registered in England/Wales or Scotland/N Ireland
-address of registered office

29
Q

formation of a Co - statement of capital and initial SHings

A

if Co limited by shares!

states:
-total number of shares
-aggregated nominal value
-details of individual classes of shares
-amount to be paid and unpaid on each share

30
Q

formation of a Co - statement of guarantee

A

if Co limited by guarantee!

states:
-max amount which each member undertakes to contribute to the net assets of the Co if the Co is wound up while he is a member or < 1 year thereafter

31
Q

formation of a Co - statement of proposed officers

A

states:
-directors
-company secretary (obligatory for plc; optional for ltd)

32
Q

formation of a Co - statement of compliance

A

a statement that the provisions of the Act have been met

33
Q

what does the company registrar issue?

A

certificate of incorporation - gives date of incorporation and registered number
-conclusive evidence that the Co is registered properly

34
Q

what does a public Co need to obtain before start trading?

A

trading certificate

failure to obtain before commencement of trading: directors could be liable

failure to obtain trading cert < 1 year incorporation - compulsory winding up

35
Q

formation of a Co - do you send Articles of Association?

A

only if you want to deviate from the standard articles

36
Q

define - promoter + their duties

A

includes anyone who makes business preparations for the
company

-exercise reasonable duty and skill
-fiduciary duty: disclose any personal transaction. any profits from promoting the Co + fails to disclose must be surrendered to the Co. if he discloses them + Co gives consent - may retain the profits.

37
Q

define - preincorporation contracts

A

a contract which the promoter enters into before the Co has come into existence (aka before rec’d cert of incorporation) - enters into in the Co’s name

38
Q

preincorporation contracts - can a Co ratify them?

A

no - they did not exist at the time

39
Q

preincorporation contracts - can a Co enforce the contract against TP?

A

no - unless the promoter/TP have given rights of action to the Co under the Contracts Act

40
Q

preincorporation contracts - who are the parties? who is liable?

A

TP - promoter
promoter is personally liable

41
Q

who can a promoter avoid liability on preincorporation contracts?

A

-not making contracts until Co has been incorporated
-using an off the shelf Co
-entering into a draft only on basis that Co once formed will enter into the agreed contract
-novation (replace party in contract: have a provision that once incorporated the Co will replace the promoter)

42
Q

can a promotor reclaim expenses?

A

legally - no
in practice - directors usually arrange that the Co will pay him back

43
Q

Co name - who needs approval if Co name is sensitive or contains British/International etc

A

Secretary of State

44
Q

what resolution is needed for a Co changing its’ name?

A

special 75%

45
Q

what does the Co do if it changes its’name?

A

notify the Registrar + obtain a new cert of incorporation

46
Q

what is the contractual affect of the company’s Articles of Association / constitution ?

A

-binds Co to its’ members
-binds members to members
-do not bind Co to TPs
-only binds members in their capacity as members

47
Q

define : provision for entrenchment

A

normally a change of articles of association : 75% special resolution

provision for entrenchment : provisions can only be altered with the agreement of all company members or by court order

48
Q

can a Co provide that a provision for entrenchment can never be replaced or amended?

A

they cannot!

49
Q

if a Co includes or removes a provision for entrenchment - who must they notify?

A

Registrar

50
Q

file accounts : ltd vs plc

A

ltd = within 9m of year end

plc = within 6m of year end

51
Q

trading certificates : ltd vs plc

A

ltd = not required

plc = needs to obtain one before it can begin trading
needs to submit:
-application stating that the nominal value of the Co’s alloted share cap > authorised minimum (50k)
-a statement of compliance

if it does not adhere to this:
-trades before getting certificate: director can be held personally liable (but transaction remains valid aka not void)
-not trading cert < 1 yr incorporation = compulsory winding up

52
Q

which co produces consolidated group accounts?

A

parent Co

53
Q

which Cos must disclose directors remuneration?

A

quoted Co

54
Q

which industry Co are always audited?

A

insurance + banking

55
Q

exemptions from audit?

A

micro and small Co (unless insurance or banking)

dormant Co (unless insurance or banking)

NFP Co subject to public sector audits

subs whose parent Co guarantees their liabilities at the balance sheet date

56
Q

can SHs request an audit even if there is an exemption?

A

yes - need 10% SHs to request

57
Q

what Co need to make disclosures re emissions, energy consumption + energy efficiency?

A

quoted Co
large unquoted Co
large LLPs

58
Q

auditors : ltd vs plc

A

ltd = deemed to be reappointed unless the Co decides otherwise

plc = appointed each year by SHs or directors

59
Q

auditor removal - ordinary or special resolution

A

ordinary : 50%

LAW (22 decks)

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