FLK1 - 100 - Mock C Flashcards
(25 cards)
Who has a casting vote in a board meeting in the event of a tie? (Model Articles)
The chair of the board meeting has a casting vote in the event of a tie, unless the articles of association explicitly state otherwise.
What must happen in the event of a tie during a general meeting?
General meetings must be made by a simple majority.
When is an asset considered substantial?
If it exceeds £100,000 or 10% of the company’s net asset value (more than £5,000).
When is shareholder approval required for transactions?
When they involve substantial non-cash assets and a director’s connected entity.
What are the indications of a transaction at an undervalue?
Where an asset is sold for significantly less than its market value and the transaction occurs within the 2 year relevant period before bankruptcy petition.
What is a key difference between a CVA and an MVL?
A CVA is intended for companies that are insolvent or facing severe financial difficulties.
While a MVL is for solvent companies looking to wind up their affairs and distribute surplus assets to shareholders.
What % of creditors must approve an CVA?
75%
What must be passed for an MVL?
A special resolution passed by 75% of members.
When must a company notify HMRC before starting its first accounting period?
3 months
For most companies, when is corporation tax due under self-assessment?
Within 9 months and 1 day after the end of the accounting period.
When is a written resolution passed?
Once the required majority of eligible members (based on voting rights) have signified agreement in writing.
When must a special resolution and amended articles be filed with companies house?
Within 15 days
How may a pre-2009 company remove an authorised share capital clause from its memorandum of association?
While it is treated as part of a companies AoA, it does not need a special resolution (like most article amendments), but only an ordinary resolution due to transitional provisions.
But a copy of the resolution must be filed at companies house.
What is the general rule in regard to a company buying/ acquiring its own shares?
General rule = prohibits a company from acquiring its own shares.
Is there an exception to the general rule (acquiring own shares)?
A company may acquire its own fully paid shares if no consideration is given.
Under the Consumer Rights Act, what does s.57 prohibt businesses from doing?
Excluding or limiting liability for failing to perform services with reasonable care and skill in consumer contracts.
What is the principle established in RBS v Etridge (No 2)?
That a bank is “put on inquiry” when the transaction involves a non-commercial relationship and the loan does not appear to benefit both parties.
What is a quantum meruit claim?
This claim aims to provide reasonable remuneration for services rendered when there is no enforceable contract or agreed pricing mechanism.
Is a specified damages clause enforceable or does it constitute a penalty?
It can be enforceable if it passes the test:
* Legitimate interest: Does the clause serve a legitimate interest of the innocent party beyond compensating for financial loss?
* Proportionality: Is the clause proportionate to that interest, or does it impose an unconscionable/ extravagant detriment on the breaching party?
When can a party amend their statement of case until without the court’s permission?
Any time before the claim form is served.
If the court issues a decision (i.e. declining to declare a lack of jurisdiction) when must the defendant do next?
If the court does not make a declaration, the acknowledgement of service ceases to have effect, and the defendant has 14 days from the decision to file a new acknowledgment of service.
If an expert fails to answer the written questions, what may the court order?
One or both of the following orders:
* The party who instructed the expert may not rely on the evidence of that expert; or
* The party who instructed the expert may not recover the fees and expenses of that expert from any other party.
What is a “Henry VIII clause”?
A clause in an act of parliament that allows ministers to amend existing elgislation through delegated powers.
Who decides whether to certify a bill as a money bill?
Speaker of the House of Commons, who acts on the advice of the House Authorities.
