Brainscape's Knowledge GenomeTM

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


See full index

TIme Limits > BLP - time limits/voting rules > Flashcards

BLP - time limits/voting rules Flashcards

1
Q

Override obligations under PA or partnership agreement

BLP Partnership

A

By unanimous consent

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

Decision making in a partnership

BLP Partnership

A

Majority needed for “ordinary course of business decisions” & Unanimity needed for “change of nature” decisions)

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

Voting on introduction & Expulsion of partners

Partnership

A

Incoming partners (no person may be introduced unless consent of all existing partners)
Expulsion (cannot be expelled by majority unless previously expressed this is possible)

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

Subject to agreement, how remaining assets are distributed out after debts paid

BLP Partnership

A

Pay back original capital, then in accordance with PA 1890

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

How do you incorporate an LLP

BLP Partnership

A

Two people + form LL IN01 at CH = Certificate of Incorporation

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

Changes that must be reg at CH for LLP

BLP Partnership

A

Name, office, membership, charges, annual confirmation statement, accounts

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

What does a designated member do and minimum required for LLP

BLP Partnership

A

Signs accounts, files docs at CH, acts for firm on winding up;
Minimum = 2

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

Date of enforcement for CA 2006

BLP: Formation

A

1st October 2006

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

How are BR passed (subject to Articles)

BLP: Formation

A

simple majority (50%+)

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

S9 requirements filed to CH for incorporation by scratch

BLP: Formation

A

Articles (inc memorandum) + Form IN01 + fee = Certificate of Incorporation

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

How to Alter Articles

BLP: Formation

A

SR of SH

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

Changes to make after a shelf company incorporation

BLP: Formation

A

All SR must be filed; and amended articles along with any forms that CH requires (e.g. change of name form)
* AP01 (appointment of directors)
* AP03 (appointment of secretary)
* TM01 (removal of directors)
* TM02 (resignation of secretary)
* PSC02 and PSC07 (person of significant control (ceasing & entering)
* AD01 Change the registered office form
* NMO1 (change of name)

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

How to make changes to a shelf corporation (voting)

incorporation

A
  • SPECIAL RESOLUTION = Articles, name
  • Share transfer form and share certificate given to new owners & BOARD RESOLUTION = to approve transfer of shares
  • BOARD RESOLUTION = Registered Office
  • Most other changes can be done by BOARD RESOLUTION
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
14
Q

Minimum directors for private/public company

BLP Directors

A

private = 1
public = 2

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

Companies that must have a company secretary

BLP Directors

A

public

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

apppointment of directors (according to model articles)

BLP Directors

A

Ordinary Resolution of shareholders or directors decision

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

Resolution required for a directors service contract

BLP Directors

A

BR of Ds unless long-term contract (2 years) then SH approval needed by OR

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

Removal of a director by SH

Directors

A

OR by SH for removal resolution (special notice 28 clear days)

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

Removal of director by directors

Directors

A

If Articles allow

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

How a director declares an interest in a proposed transaction

Directors

A

At a board meeting or in writig before

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

How a director with an ‘interest’ in a proposed transaction can be allowed to vote (MA)

Directors

A

Disapply the articles by OR

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
22
Q

Transactions w/ directors needs a memorandum circulated

Directors

A

15 days before vote

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
23
Q

Substantial property transactions which require OR by SH (director/connected)

Directors

A

more than £100,000 or 10% of Net Asset Value of company and over £5,000

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
24
Q

Loss of office payments that don’t require SH approval

Directors

A

In goodwill, damages/settlement, pension, <£200

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
25
Q

Loss of office payments to be made available to SH before OR passed

DIrectors

A

15 clear days

26
Q

Special notice for removal of director GM

Shareholders

A

28 clear days (can’t use written resolution)

27
Q

When must notice be given by board to all SHs if removal res put on agenda

Shareholders

A

14 clear days

28
Q

Directors obligations on receipt of s303 request

Shareholders

A

Given notice of GM within 21 days from s303, and held within 28 days of notice

29
Q

When SHs can’t use a written resolution

Shareholders

A

public companies; or the removal of a director/auditor

30
Q

Minimum quorum for GM

Shareholders

A

Two SH, unless there is only one

31
Q

How Shareholders can ratify Directors conduct (e.g. negligence, breach etc)

shareholders

A

Breach be ratified by OR unlawful acts can never be ratified

(person whose breach is being ratified and person connected to them cannot vote)

32
Q

How to shorten notice for GM

Shareholders

A

Can be called by: a majority in numbers of the members AND who, together hold shares with a nominal value of not less than 90% of the total nominal value of the shares - NEED BOTH MAJORITIES

GM is then held immediately following BM

33
Q

Stages to bring a derivative claim

shareholders

A
  1. court approval
  2. Evidence/views from neutral members
34
Q

Share of issued shares to vote on varying class rights

Equity finance

A

In writing 75% of that class or SR at GM of that class

35
Q

SHs to block a resolution to change class rights

equity finance

A

apply to court within 21 days & SHs holding 15% of relevant class (who did not vote in favour)

36
Q

final dividend approval

equity finance

A

recommended by directors and OR of SH

37
Q

interim dividend approval

Equity Finance

A

Directors have authority to distribute if distributable profits (MA 30)

38
Q

Who private companies can issue shares to

Equity Finance

A

Targeted investors, employees

39
Q

Authority for directors to allot if more than one type of share in existence

equity finance

A

OR by SH / Article provision

40
Q

How to disapply preemption rights

Equity finance

A

SR by SH

41
Q

Period given to SHs to act on pre-emption rights

Equity finance

A

14 days

42
Q

Steps after grant of pre-emption rights for allotting

Equity Finance

A
  • Amended Articles/SRs within 15 days
  • Register SH01 within one month
  • changes of PSC if necessary
  • update company registers within 2 months
  • issues share certificates within 2 months
43
Q

what resolution is needed to approve an ‘off-market’ share purchase

Equity Finance

A

OR by SH

44
Q

when do the display terms of buyback contract before GM need to be available

equity finance

A

contract must be available for inspection at the company’s registered office for at least 15 days prior to and at GM
(or circulated if WR 90% of SH agree)

45
Q

what is needed for approval for buyback from distributable profits or fresh issue of shares

equity finance

A

SH approve by OR

46
Q

what is needed for approval for buyback from capital (private only)

equity finance

A

OR by SH – authorise redemption and contract terms

SR by SH – authorise declaration of solvency and auditors’ report (within 1 week of statement of solvency signed)

Payment out of capital 5-7 weeks after SR

47
Q

notice of cancellation & statement of capital filed at CH after buyback

equity finance

A

28 days

48
Q

How long after buyback must the company have a copy of the buyback contract

equity finance

A

10 years

49
Q

how/when to register a charge at CH

Debt Finance

A

Within 21 days using form MR01 (+ fee + debenture) (+ at LR if land)

50
Q

when do you have to register loans/personal agreements at CH

debt finance

A

NEVER !

51
Q

what is the date used to rank fixed and floating charges

debt finance

A

date of creation (CH) not including 21 days taken to register

52
Q

what is the date used to rank land charges

debt finance

A

date of registration (LR)

53
Q

what are crytallisation events (for floating charges)

debt finance

A

insolvency, ceases to trade, receiver appointed

54
Q

when private companies must file accounts

Accounts

A

within 9 months of end of accounting period

55
Q

when public companies must file accounts

ACCOUNTS

A

within 6 months of end of accounting period

56
Q

How do SH confirm directors proposed final dividend

accounts

A

OR

57
Q

what is the accounting reference period that companies use (subject to change)

accounts

A

year from end of month of incorporation

58
Q

What is the personal allowance

income tax

A

£12,570 (reduced by £1 for every £2 over new income £100,000 and no benefit over £125,140)

59
Q

what is the personal savings allowance

income tax

A

basic rate = £1,000 SI at 0%
higher rate = £500 SI at 0%
Additional rate = none

60
Q

what are the relevant rates for income tax

income tax

A

BASIC (20%) = £0 - £37,700
HIGHER (40%) = £37,701 - £125,140
ADDITIONAL RATE (45%) = over £125,140

61
Q

what is the dividend allowance

income tax

A

£500 tax free allowance

62
Q

Annual exemption for CGT

CGT

A

£3,000

TIme Limits (6 decks)

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