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

2. Incorporating a Company Flashcards

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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’)

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2
Q

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

A

Promoters

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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

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4
Q

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

A

(1) Online
(2) Post

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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

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6
Q

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

A

IN01

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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

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8
Q

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

A

Ltd / Limited

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9
Q

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

A

plc / Public limited company

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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)

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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

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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

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13
Q

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

A

Special Resolution

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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

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15
Q

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

A

No

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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

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17
Q

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

A

Board Resolution

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18
Q

What are the 2 key jobs of a company secretary?

A

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

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19
Q

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

A

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

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20
Q

Can a director act as a company secretary?

A

Yes

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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)

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