Brainscape's Knowledge GenomeTM

Browse over 1 million classes created by top students, professors, publishers, and experts.


See full index

(APD) Business Law and Practice > 2. Incorporating a Company > Flashcards

2. Incorporating a Company Flashcards

You may prefer our related Brainscape-certified flashcards:
MPRE flashcards MBE flashcards Civil Procedure 1L flashcards
1
Q

What are the two ways a company can be incorporated?

A

(1) Incorporating a company from scratch
(2) Acquiring a company that has already been incorporated but not traded (‘shelf company’)

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
2
Q

What is the name of the people setting up the company?

A

Promoters

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
3
Q

What are the 4 items sent to Companies House to register a company?

A

(1) Application form (IN01)
(2) Memorandum of Association
(3) Articles of Association
(4) Registration Fee

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
4
Q

What are the 2 ways an application to register a company can be made?

A

(1) Online
(2) Post

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
5
Q

(1) If a company needs to be incorporated in a short time span, what service is available?
(2) When must the application submitted by?

A

(1) Online same-day registration service (higher fee)
(2) By 11am on working day

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
6
Q

What is the name of the application form that is submitted to Companies House to register a company?

A

IN01

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
7
Q

What are the 6 key components of the IN01 form to incorporate a company?

A

(1) Company name
(2) Nomination of directors and company secretary
(3) Statement of capital
(4) Identify people with significant control (PSC register)
(5) Registered office
(6) Statement of compliance

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
8
Q

What must the name of a private limited company end with?

A

Ltd / Limited

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
9
Q

What must the name of a pulbic limited company end with?

A

plc / Public limited company

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
10
Q

What 3 things should be checked by the promoter before the documents are sent to Companies House for registration with regard to the name of the company and why?

A

(1) Online index of company names

(2) Register of trademarks

(3) Whether any words require approval (e.g. words suggestion a connection with government)

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
11
Q

A promoter should check the ‘online index of company names’ before incorporating a company. What are the 2 reasons this is done?

A

(1) Check the company name is available (two registered companies CANNOT have same name)

(2) Reduce risk of ‘passing off’ action in Tort - person pretends to be the company

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
12
Q

A promoter should check the ‘register of trademarks’ before incorporating a company. What is the reason for this

A

Avoid a trademark infringement

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
13
Q

What type of resolution is necessary to change a company’s name?

A

Special Resolution

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
14
Q

What 3 items must be filed at Companies House to change the name of a company?

A

(1) Form NM01
(2) Copy of Special Resolution
(3) Fee

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
15
Q

Can a company name contain a swear word or refer to an illegal activity?

A

No

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
16
Q

What are the 2 types of name a company can have? Are they optional or mandatory?

A

(1) Company name (i.e. at Companies House) - MANDATORY
(2) Trading / Business name - OPTIONAL

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
17
Q

What is required for a company to change its Trading / Business name?

A

Board Resolution

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
18
Q

What are the 2 key jobs of a company secretary?

A

(1) Keep records
(2) File documents at Companies House

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
19
Q

Is a company secretary required for (a) Private company (b) Public company

A

(a) Private - NO
(b) Public - YES

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
20
Q

Can a director act as a company secretary?

A

Yes

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
21
Q

What are the 2 types of ‘people’ than can be directors?

A

(1) ‘Natural person’ (i.e. human)
(2) Company

22
Q

What are the minimum number of directors a (1) Private company (2) Public company must have? How many of these must be ‘natural’ people?

A

(1) Private - 1
(1 natural person)

(2) Public - 2
(1 natural person)

23
Q

For a natural person, acting as a director. How old must they be?

A

16

24
Q

What are the maximum number of directors a company can have? What is the exception to this?

A

GENERAL RULE - no maximum
Exception - Articles set a limit

25
Q

What is the requirement for a company with regard to its office address in the UK?

A

Must have a registered office (i.e. physical address) in the UK

26
Q

What type of resolution is needed to change a company’s registered office address?

A

Board Resolution

27
Q

What 3 items must be filed at Companies House for a company to change it’s registered office address?

A

(1) Form AD01
(2) Copy of Board Resolution
(3) Fee

28
Q

What 3 items does the ‘Statement of Capital show’?

A

(1) Initial share capital
(2) Rights attached to different classes of shares
(3) Initial shareholding

29
Q

What 2 things are shown by the ‘Initial share capital’ in the Statement of Capital?

A

(1) Number of shares of each type
(2) Nominal value (of the shares)

30
Q

What are the 2 examples of ‘rights attached to different classes of shares’ in the Statement of Capital?

A

(1) Voting rights
(2) Dividends

31
Q

What are the 3 details that need to be shown on the ‘Initial shareholding’ in the Statement of Capital?

A

(1) Name and addresses of shareholders
(2) Details of their individual shareholdings
(3) Any amount unpaid their shares

32
Q

What is the minimum number of shareholders a company limited by shares must have to be incorporated?

A

MIN - 1 shareholder

33
Q

What are the 4 ways to identify ‘people with significant control’?

A

(1) Hold > 25% of shares
(2) Hold > 25% of voting rights
(3) Right appoint OR remove a majority (>50%) of board
(4) Influence / control a company through other means (directly / indirectly)

34
Q

Where do the details of any ‘people with significant control’ enter into?

A

PSC Register

35
Q

What does a ‘Statement of Compliance’ mean?

A

Confirms requirements of the CA been complied with

36
Q

After what date, will a company incorporated after be governed by the CA 2006 not the CA 1985

A

1 October 2009

37
Q

What is a ‘Memorandum of Association’?

A

Statement of intention of the subscriber(s) to form a company and become shareholders, taking one share each

38
Q

Will a company incorporated (a) Before 1 Oct 2009 (b) After 1 Oct 2009 - require a ‘Memorandum of Incorporation’ to be sent to Companies House?

A

(a) CA 1985 - YES
(b) CA 1006 - NO

39
Q

What is the ‘Articles of Association’?

A

Contract between:
(1) Shareholder & Company AND
(2) Shareholder & other Shareholders

40
Q

What are the 3 types of ‘Articles of Association’ a company can have?

A

(1) Unamended Model Articles
(2) Amended Model Articles
(3) Bespoke Articles

41
Q

Is it a company required to submit the ‘Articles of Association’ to Companies House to incorporate the company IF they:
(a) Want to use the unamended Model Articles
(b) Do NOT want to use MA or want to use an amended version

A

(a) No
(b) Yes

42
Q

What type of Resolution is needed to amend the ‘Articles of Association’?

A

Special Resolution

43
Q

What 2 items must be filed at Companies House to amend the ‘Articles of Association’?

A

(1) Copy of Special Resolution (within 15 days)
(2) Fee

44
Q

When must an amendment to the ‘Articles of Association’ by Special Resolution be registered at Companies House?

A

Within 15 days

45
Q

If a company is successfully incorporated, what will Companies House issue to the company?

A

Certificate of Incorporation

46
Q

What are 3 key details that will be included on the ‘Certificate of Incorporation’?

A

(1) Company Name
(2) Company Number
(3) Date of Incorporation

47
Q

Can a company enter into contracts before the ‘Certificate of Incorporation’ is issued?

A

No

48
Q

(1) What are the 2 main post-registration a company should take after the ‘Certificate of Incorporation’ has been issued?

A

(1) Register with HMRC (for tax purposes)
(2) Fix an ‘accounting reference date’ (at first board meeting)

49
Q

What is an ‘accounting reference date’?

A

The date up to which it must prepare its annual accounts

50
Q

Assuming the company does not set an alternative ‘accounting reference date’, when will this be?

A

Last day of the month in which company incorporated?

(e.g. incorporated 12th March - 31st March)

(APD) Business Law and Practice (11 decks)

Brainscape helps you reach your goals faster, through stronger study habits.
© 2024 Bold Learning Solutions. Terms and Conditions