10 and 16 FLK1 Flashcards
Transfer of new shares, next step after seller executes stock transfer form?
(Under 1k so no stamp duty payable)
Send stock transfer form to hmrc in 30 days
Then hmrc will approve, stamp the form and send it to PURCHASER
The purchaser can apply to the COMPANY to register the shares by sending the stamped and approved form to the company
Company should either register the transfer or give notice or refusal to transfer w reasons; in any event this should be done within max 2 months from day on which the transfer was lodged w the company
The transfer of shares will be reported in the next annual confirmation statement to CH
Res for alternation of AOA
75% MR + must be in the best interest of the company
Stare decisis
Inferior courts are bound to apply the legal principles set down by superior courts in earlier cases
Is mere deterioration in the merchantable quality of the goods enough to frustrate the contact?
Yes, if it renders the contract impossible to perform
Eg the wine has fermented and you can’t sell the goods anymore acc to sale contract
Note: complete destruction is not necessary for frustration, just substantial alteration in condition or purpose will suffice to frustrate the contract
When does frustration of the contract occur?
When unforeseen events make it make performance of contractual obligations (1) impossible (2) illegal or (3) radically different than what the parties agreed
Who appoints?
MVL
Administrative receiver
Appointment of administrator
By solvent company (have to pay all debts within 12 months)
By or on behalf of creditor
Company may apply to the court (gives moratorium)
If C gives you (D) a PT36 offer which is lower than the value of the claim, but you don’t respond, then in the end court orders you to pay C.
What are the consequences?
D will be liable to pay compensation + costs on indemnity basis + interest on both costs and judgement sum
What is the sum required to initiate a bankruptcy proceeding
For what debts can you petition for bankruptcy?
5,000 (liquidated sum)
Unsecured debts (so if you have a secured debt, like a charging order over the property, first withdraw that security)
IHT tax rate
If quoted shares?
40% of the value at the time of death
Then you get a 50% reduction of IHT, provided transferor owned the shares for at least 2 years immediately before transfer (business property relief)
If two clients (in a commercial setting) are competing for the same objective/ have a substantially common interest, can the same solicitor act for both of them?
Yes
Provided the limit the scope of the retainer + both give informed consent in writing + confidential information is protected + it is reasonable to all clients
What is business asset relief/ gift relief
When you give away your business for less than market rate (eg u buy at 5k, sell for 10k but its market rate is 20k). Here, the seller need not pay CGT & the purchaser can elect for the relief to apply to the gain.
The seller must be (1) sole trader or have 5% SH in company and (2) use the assets in his business/ personal company
The purchaser will only pay cgt (on his gain and seller’s gain) when purchaser disposes of the asset in the future
When can directors allot shares (the only 2 scenarios)
- Where company has only one class of shares
- If there are multiple classes of shares - need authority through AOA or ordinary resolution
Show of hands
Each member = 1 vote
Note: this is subject to AOA terms (incase AOA is amended). Follow AOA.
At a GM, what happens if there is a deadlock?
Resolution fails
Note: model AOA doesn’t contain casting vote provisions (ie chair doesn’t get a casting vote) for companies incorporated after Oct 2009
Disputes
If accident occurred outside E&W, and 1 D is in England but other is in Greece - when should each D acknowledge and respond to the LoC?
Claim value: 20,000
This will be allocated to the fast track under the PAP for Personal Injury Claims
Both D’s need to acknowledge LoC in 42 days and confirm position on liability in 6 months
It doesn’t matter where D is based (that’s why the D based in E doesn’t follow the 21 days/ 3 month timeline). The deadlines are dependent on where the accident took place ie outside E&W.
