Company formation

Question 1

When can a company go from limited to unlimited liability

Answer 1

with consent from all the members of the compnay

Question 2

when can a company go from unlimited to limited liability

Answer 2

by passing special resolution

Question 3

Liability of company - what kind of company must have limited liability

Answer 3

public

Question 4

liability of company - what kind of company can have limited or unlimited liability

Answer 4

private

Question 5

What is the authorised minimum share capital for public limited compnaies

Answer 5

£50,000

Question 6

pre emption rights only apply to

Answer 6

private companies

Question 7

If promoter breaches their duties, what can the company do

Answer 7

If a promoter breaches duty, the company can rescind any contracts and recover any monies lost from the promoter

Question 8

If articles are amended, a copy must be sent to the registrar within

Answer 8

15 days

Question 9

T/F
The articles of association set down the internal regulations of a compnay

Answer 9

true

Question 10

T/F
Any article of association may be changed by special resolution, subject to the right of the holders of 15% of the company’s shares or debentures to object to the court

Answer 10

true

Question 11

T/F
The articles of association form a contract between members and the company and members amongst themselves

Answer 11

true

Question 12

T/F
promoters may or may not submit their own form of articles when submitting the forms necessary to form a company limited by shares

Answer 12

False

Question 13

public company limited by shares must have
x director
x company secretary
x shareholder

Answer 13

2 directors,
one company secretary
one shareholder

Question 14

How may a promoter ensure the expenses they incur in setting up a company will be recoverable

Answer 14

by entering into a contract with the company after its incorporation for reimbursement of expenses by the compnay

Question 15

How long must company keep records of resolutions and minutes o members’ and directors’ meetings

Answer 15

for a period of 10 years

Question 16

Company records, must the following be kept:
Register of members

Answer 16

Yes

Question 17

Company records, must the following be kept:
Register of directors and company secretaries

Answer 17

Yes

Question 18

Company records, must the following be kept:
register of people with significant control

Answer 18

Yes

Question 19

Company records, must the following be kept:
a register of directors residential addressees (protected info)

Answer 19

yes

Question 20

Company records, must the following be kept:
copies of directors service contracts and indemnity provision restricting directors’ liabilities

Answer 20

Yes

Question 21

Company records, must the following be kept:
records of resolution and minutes of members and directors meting

Answer 21

Yes

Question 22

Company records, must the following be kept:
Directors statement and auditor’s report

Answer 22

Yes

Question 23

Company records, must the following be kept:
register of charges and copies of charges

Answer 23

Yes

Question 24

Company records, must the following be kept:
Register of charges

Answer 24

Yes

Question 25

Company records, must the following be kept: register of debenture holders

Answer 25

No

Question 26

For what company must a remuneration report be included

Answer 26

quoted companies only

Question 27

What kind of company must publish ratio of CEO remuneration to employees and the effect future price increases may have on exec pay

Answer 27

quoted company with more than 250 UK employees

Question 28

what is requirements for micro-company 2/3

Answer 28

turnover < 632k balance sheet <316k employees <10

Question 29

what is requirement for small company 2/3

Answer 29

turnover < 10.2 balance sheet < 5.1 employees < 50

Question 30

What is requirement for medium company 2/3

Answer 30

turnover < 36m balance sheet <18m employees <250

Question 31

accounts and report must be publicised within how many months for a private company

Answer 31

nine

Question 32

accounts and report must be publicised within how many months for a public company

Answer 32

six

Question 33

What companies are exempt from audit requirements

Answer 33

micro and small companies Dormant companies Non profit making companies subject to public sector audit Subsidiary companies whose parent company guarantees their liabilities outstanding at balance sheet date

Question 34

How can auditor be removed

Answer 34

ordinary resolution subject to special notice being given and auditor having right to make representations

Question 35

What is the basis of company secretary authority

Answer 35

express or implied

Question 36

What can company secretary not do

Answer 36

buy land borrow money doing acts usually undertaken by directors

Question 37

When are companies not exempt from audit

Answer 37

if they are insurance or banking companies

Question 38

Who has power to appoint auditors

Answer 38

directors members (ordinary resolution) secretary of state

Question 39

T/F As an officer of the company, a company secretary faces potential civil and criminal liability in the event of the company contravening the law

Answer 39

true

Question 40

t/f a company's register of members is a public record and must be made available for public inspection if required

Answer 40

true

Question 41

what is described document which confirms there are no changes to prescribed information about the company or sets out what changes have occurred. details of company resolutions are not covered by the statement

Answer 41

confirmation statement

Question 42

Does a confirmation statement need to include prescribed particulars of the directors and any company secretary

Answer 42

Yes

Question 43

Does a confirmation statement need to include Details of resolutions passed by the company

Answer 43

No

Question 44

Does a confirmation statement need to include details of people with significant control

Answer 44

Yes

Question 45

Are ML regulation compliance disclosures required?

Answer 45

no

Question 46

where there has been an anticipatory breach of contract, the injured party is entitled to sue

Answer 46

from the moment the other party indicates they do not intend to be bound

Question 47

Can an agent claim for expenses incurred whilst acting outside their authority

Answer 47

no

Question 48

What is required to alter a companies name (resolution)

Answer 48

special resolution of 75% or more

Question 49

public limited company cannot commence business or borrow money until the nominal value of allowed share capital is not less than

Answer 49

£50,000

Question 50

How long after the anniversary date does a company have to file its next annual return

Answer 50

28 days