7 - companies: the consequences of incorporation Flashcards
what is the difference between a company limited by shares vs a company limited by guarantee when it comes to amounts owed by members at winding up
limited by shares - any outstanding amount of nominal value must be paid
limited by guarantee - the amount they guaranteed to pay must be paid
how many times can a company alter its status
once
how can a company go from limited to unlimited
with consent of all members
how can a company go from unlimited to limited
by passing a special resolution and saying whether the company is limited by shares or guarantee
what is min share capital for a private and public company
public - 50,000
private - none
which types of companies need a trading certificate?
public
how many directors must a private and public company have
public - two
private - one
which companies need a secretary?
public
what are the accounts deadlines for private and public companies
public - 6 months
private - 9 months
what is the memorandum of association
a memorandum saying that the subscribers wish to form a company and agree to become members
what five things must a company application state
the companys proposed name
whether it is limited liability, and if it is shares or guarantee
whether it is private or public
where the registered office is
the intended address of the registered office
what four things must the initial statement of capital show
- total number of shares
- aggregate nominal value
- details of individual classes
- the amount paid and unpaid on each share
what happens if there are problems with a company after the certificate of incorporation has been given
nothing
what are the two things needed for a trading certificate application
- application stating that nominal value is not less than minimum
- statement of compliance
what is a promoter
anyone who makes business preparations for a company
what happens if a promoter makes money from preparing a company
they have to disclose it
if not disclosed, it must be surrendered
how does a company change its name
passing a special resolution
how soon must amended articles be sent and who are they sent to
the registrar within 15 days
who are people with significant control of a company
people who own 25% of a companys shares or more
how long must records or resolutions and minutes of meetings be kept for
10 years
what four items does the ‘register’ include
certificate of incorporation
trading certificate
certificate of registration of charges
annual accounts and return
what are the four requirements that could be used for a secreatry
employment as a plc secretary for three out of 5 years preceeding
membership of ACCA, CIMA, ICAEW, ICAS, ICAI or CIPFA
qualification as a solicitor, barrister or advocate in the UK
employment in a position of a professional body
how long do underlying accounting records have to be kept for a private and public company
3 years for private, 6 for public
which companies must produce a strategic report
large and medium sized companies
what are the two compulsory notes to the accounts for micro-entities
advances to directors
financial commitments
what two of three requirements do microentities need to hit
- turnover less than 623k
- balance sheet less than 316k
- employees less than 10
what two of three requirements do small companies need to hit
- turnover less than 10.2 mil
- balance sheet less than 5.1 mil
- employees less than 50
what two of three requirements do medium companies need to hit
- turnover less than 36 mil
- balance sheet less than 18 mil
- employees less than 250
which four companies do not have to carry out an audit
- micro and small
- dormant companies
- non profit making companies
- subsidiary companies
what % of members can request an audit
10
