Business Flashcards
1
Q
How many shares does a person need to have to be called a person with significant control?
A
25% of shares
2
Q
What is the minimum share capital a public company must have?
A
£50,000 with at least 1 quarter paid up
3
Q
What is the notice period for general meetings?
A
14 clear days
4
Q
How are the companies articles amended?
A
Via special resolution
5
Q
Can a director who is a SH vote on the removal resolution to remove themselves as director?
A
Yes
6
Q
What kind of resolution is required to remove a director?
A
Ordinary resolution
7
Q
What kind of notice is required for a removal resolution?
A
28 days
8
Q
What is the percentage of SH needed to request a GM?
A
5% or more of paid up shares
9
Q
When will a GM need to be called after demanded by SH?
A
Within 21 days from the request and then held within 28 days after notice given that it will be held.
10
Q
If Directors don’t call a GM how can a SH force one to be called?
A
The SH who submitted the request or any of them representing more than half of the voting rights can call a GM themselves. GM will then be called on 14 days notice and held within 3 months of the date receiving the request.
11
Q
What is the minimum number of days that a GM will take place if SH request a GM and serve special notice for a GM at the same time?
A
Held on 38th day - request (21 days) if not called by request then special notice (served on day 1) allows for GM to be called on 14 days after day 23 of request.
12
Q
Can a director who is to be removed make representations?
A
Yes in writing to be circulated to all members
13
Q
Can a director speak in their defence?
A
Yes at the GM
14
Q
If Director is a SH what rights do they have on a removal resolution?
A
May have weighted voting rights so SH cannot pass ordinary resolution if they have played key role setting up the business.
15
Q
Must a SH obtain permission before they bring a derivative action?
A
Yes, Court permission
16
Q
Are Partners in a simple Partnership entitled to a salary?
A
No not unless they have agreed this.
17
Q
Will a Partner in a Partnership be liable for contractual agreements after they have left the partnership?
A
Yes unless agreed otherwise.
18
Q
Does an LLP require a written agreement to operate on agreed terms?
A
No, there are statutory provisions
19
Q
If a person signs an agreement before their company has been incorporated, who is liable under the contract?
A
The person who signed the contract until the company is incorporated (if it then ratifies the contract).
20
Q
Why is a memorandum more relevant for older companies pre 1 October 2009?
A
Any provision in the memorandum will be treated as provisions of the company’s articles.
21
Q
How many directors for private and public companies?
A
Private 1 Public 2
22
Q
How can entrenched articles be amended?
A
Unanimous decision of members or by a court order
23
Q
Does the chairperson have the casting vote in tied board resolutions?
A
Yes under the MA
24
Q
Who can demand a poll vote at a GM?
A
The chairperson of the meeting, the directors, two or more persons having the right to vote on the resolution, a person representing at least 10% of the total voting rights of all SH
25
What decisions cannot be passed as written resolutions?
Removal of director or auditor
26
How can the notice period for a GM be shortened from 14 days?
A majority number of SH who together hold shares with a nominal value of not less than 90% of total nominal value of the shares
27
What is the lapse date to pass a written resolution?
28 days beginning with circulation date
28
How long do the minutes of all meetings need to be kept for
10 years
29
What kind of resolution needs to be filed at companies house?
Written resolutions and amended articles
30
Who is required to have a company secretary?
Public companies - they must have requisite knowledge and experience
31
What do the model articles require for retirement by rotation?
For public companies, directors must retire and be reappointed every 3 years. All directors of listed companies are subject to annual re-election
32
Can a director who is interested in a transaction or arrangement with the company vote or count in the quorum for board resolutions in respect of the transaction?
No unless there is no conflict of interest.
33
If a director is found guilty of a conflict on interest in a transaction, what can happen?
The transaction can be set aside and the company can be restored of assets and profits. However the SH can ratify it if they still want it.
34
SH approval is needed by ordinary resolution for long term service contracts for directors, how long is that?
A guaranteed period in excess of 2 years
35
Is approval for long service contracts required by the members of any company which is a wholly owned subsidiary?
No
36
Can a director vote or count in the quorum for a decision on its own contract?
No
37
How much notice must be given for in person meetings approving long service contracts?
15 days and it must be available for inspection for 15 days
38
What is a substantial asset?
If it worth more than £100,000 it is. If it is less than £100,000 it must be more than £5k and more than 10% of the company's net asset value.
39
Who are connected person's for the purpose of substantial property transers?
Spouses, parents, children, step children (NOT siblings, grandparents, grandchildren, uncles and aunts) Companies the director or connected persons owns a 20% share in, business partners and trustees of a trust the beneficiaries of which include the director or those connected with them
40
Will approval be needed for a substantial property transaction be needed where the company is a wholly-owned subsidiary of another company?
No
41
If a substantial property transaction is between a company and a director of the holding company what will be necessary?
Approval from the holding company will also need to approve the transaction
42
A substantial property transaction will be voidable unless:
Restitution is not possible, the company has been indemnified for the loss, the rights acquired in good faith by a third party would be affected. Directors will be liable to account for any losses. The transaction can be affirmed however.
43
If a substantial property transaction is between a company and a person connected to a director what defence can the director have to not be liable?
That they took all reasonable steps to ensure the company's compliance or they had no knowledge of the circumstances.
44
Can a director vote in a board resolution to approve a contract they have an interest in for a substantial property transaction?
No
45
What is a quasi-loan?
When a company agrees to pay off an outstanding account owed by a director to a third party with the director later to reimburse the company.
46
What transactions to directors need ordinary resolutions to approve in the context of private limited company?
Loans to directors, or to directors of its holding company or guarantees or enter into security. Loans to connected persons are not counted nor quasi-loans.
47
What transactions to directors need ordinary resolutions to approve in the context of public limited company?
Loans to directors or to directors of holding company, guarantees, Loans to a person connected to a director, quasi-loans, credit transactions and guarantees or security for loans
48
Exception in relation to loans and transactions re maximum amount on company expenditure?
£50,000
49
Exceptions to loans and related transactions: purpose of loans?
For defending proceedings and regulatory actions / investigations, money lending companies in the ordinary course of business
50
Amount of loans allowed to directors?
Loans or quasi loans up to £10,000 and credit transactions up to £15,000.
51
Remedies for loans made and for substantial property transactions?
Contract void unless: Restitution no longer possible, company has been indemnified for the loss, rights acquired in good faith by a third party would be affected by the voidance. Directors are liable to account for profits and indemnify losses.
52
Defences for loans made without approval?
Took all reasonable steps or had no knowledge of the circumastances
53
Holding companies and loans/transactions to directors:
A transaction between a company and the director of its holding company will need to be approved by the holding company too
54
Procedural issues relating to passing an OR for a loan or transaction to director:
15 days notice of the GM required and memorandum setting out the transaction available for 15 days and at the meeting.
55
What is required for a derivative claim to be brought?
act or omission of a director involving negligence, default, breach of duty or breach of trust
56
Who is the remedy granted to in a derivative claim when a SH brings the claim?
The company
57
A SH can bring an action if they have suffered unfair prejudice, examples of conduct required are:
1) the granting of excessive remuneration to directors;
2) the directors' dealing with associated persons; and
3) non-payment of dividends
58
For a just and equitable winding up claim, will the SH sue for themselves or the company?
Themselves
59
Examples of membership rights of SH:
Right to a dividend, right to share in surplus capital on winding up, right to vote at meetings, right to receive notice of GMs and AGMs
60
How can rights granted by a SH agreement be enforced?
In the usual way under general contract law principles.
61
Breaches of the SH agreement which are permitted by the CA 2006 can still be valid, however the SH will be able to make a claim under contract law, what is an example of this?
Removal of a director which the SH agreement requires unanimity of decision but the director is removed by ordinary resolution. SH will have a claim against other SH. Can also be for amending articles!
62
What percentage of shareholding does a SH need to call a GM or circulate written resolutions?
5%
63
What percentage of shareholding does a SH require to demand a poll vote?
10%
64
Are SH rights that do not relate to their membership enforceable under the CA 2006?
No, use a SH agreement. Membership rights are things like right to vote and right to a dividend
65
What is a good way for SH to give the 14 day notice of a removal resolution to other SH if notice has already been sent out?
Advertisement in a newspaper
66
Timeline where the Board co-operates with a S303 Notice (to call a GM)
Day 1 SH serve notice s303, Day 22 (latest) Board can decide within 21 days after request to call a GM, Day 50 (Latest) the Board has 28 days from the date of calling the meeting to hold it.
67
Timeline where the Board do not co-operate with s303 notice.
Day 1 notice is served, Day 22 (latest) board has 21 days after request to call a GM. Day 23 (Board loses control of process). Day 38 unhappy SH can all a GM on normal notice - 14 days. Overall the GM must be held within 3 months of original request.
68
What is a Bushell v Faith clause:
Clause in the articles giving a SH director weighted voting rights in a removal resolution. Often found in smaller companies where director has played a key role in setting the company up.
69
If a director SH is removed, what provisions might the company want in the articles?
Provisions that the director must transfer their shares to other directors if they are removed.
70
What payments to departing directors will not require ordinary resolutions?
Under £200, payment made in good faith ie discharge of existing legal obligation (ii) by way of damages in respect of such an obligation, in compromise of a claim in connection with a person's office or by of pension in respect of past services.
71
For payments to departing directors, how much notice of the memorandum must be given to SH?
15 days
72
Can a derivative claim be brought against shadow directors and former directors?
Yes it can
73
Can a derivative claim be brought against a third party?
Yes but there must be a breach by the director and the third party must have known about it
74
Can a member bring a derivative claim against a director for an act that happened before they became a director?
Yes they can
75
Can a former member bring a derivative claim for things that happened when they were a member?
No they can't because the company is the claimant and they aren't in the company
76
What is the first stage of bringing a derivative claim?
A member must obtain permission from the court with a prima facie case. Court can deny permission if it thinks that a person acting to promote the success of the company would not seek to continue the claim.
77
If the Court goes on to consider the claim, what defences may the director have for the claim being bought?
Whether the member was acting in good faith and whether the cause of the claim would later likely be ratified by the company.
78
What is the second stage in the process for bringing a derivative claim?
Court will consider the views of the member who have no personal interest, direct or indirect, in the matter. Detailed consideration of criteria
79
What is the test for an unfair prejudice claim?
Unfairly prejudiced according to the reasonable bystander (objective) test
80
What is a common remedy to unfair prejudice claims?
An order for the purchase of the petitioner's shares by the wrongdoer
81
If a director who is also a SH set up the company at the beginning and has been removed from management of the company as it has gotten bigger what could they do?
Bring a claim for unfair prejudice as they may have a legitimate expectation that she would remain on the board.
82
What is the premium of a share?
The excess over nominal value
83
What is the issued share capital?
The amount of shares in issue at any time
84
Treasury shares
Shares bought back by the compay and held in treasury
85
Preference shares is usually expressed as a percentage of the nominal value of the share. What does 5% £1 preference share mean?
5% of £1 per share (5p per share each year)
86
Do preference shares carry voting rights?
Not normally, but check the articles
87
If the articles are silent, how will the company alter the exisitng class rights of certain shares?
By consent in writing of holders of at least 75% of that class of shares / special resolution of holders of that class
88
How can a minority of a class of shares have a variation to their shares cancelled?
15% of them will need to apply to court within 21 days of the resolution.
89
Is a resolution required to pay interim dividends?
No resolution is required.
90
Is a resolution required to declare final dividends following the end of the financial year?
Yes by ordinary resolution
91
When does a shareholder acquire full legal title to new shares that the company has issued to the shareholder?
When their name is entered into the company’s register of members.
92
What is a pre-emption right on a transfer of shares?
A right of first refusal to the existing SH (not covered by CA 2006 or MA)
93
When does legal and beneficial title to shares ownership happen?
Legal is on registration and beneficial is on execution of the stock transfer form.
94
What is the stamp duty on transfer of shares?
0.5% rounded to nearest £5. Not payable on £1000 or less. Minimum of £5 payable on more than £1000
95
Companies incorporated before 1 October 2009 will have a cap on the amount of shares they can issue, how can this be removed?
Ordinary resolution
96
How do directors allot new shares?
By board resolution, in a private company they do not need permission if there is only one class of shares in existence, for public companies the directors will need approval by ordinary resolution
97
New shares must be offered to existing SH first, how are these pre-emption rights disapplied?
Special resolution
98
To what shares will pre-emption rights not apply?
When the dividends AND capital payments are capped (as it won't matter!)
99
What resolution will be needed to create a new class of shares?
Special as it alters the articles
100
What steps should you follow to determine the procedure for allotting new shares?
1) Consider any cap on shares
2) Do the company director's need authority to allot shares?
3) Do pre-emption rights need to be disapplied?
4) Must a new class of shares be created?
5) Must a general meeting be called or can the new shares be allotted by board resolution
101
When must the resolutions following the allotment of shares be sent to companies house?
Within 15 days
102
Old companies will need what to authorise directors to allot new shares?
Special resolution
103
Who is the target company in respect of financial assistance?
Wherever the shares are being issued from or on a share sale this will be the company which is the subject of the acquisition
104
If the target company is a public company who is it prohibited from giving financial assistance to?
The public target company and any subsidiary of the public target company
105
If the target company is a private company, who is it prohibited from giving financial assistance to?
Any public subsidiary of the private target company.
106
What is the exception to prohibitions on financial assistance?
If the purpose in giving it is not for the purpose of the acquisition or if that purpose (the acquisition) is only an incidental part of some larger purpose.
107
What are the consequences of carrying out prohibited financial assistance?
A fine for the company and a fine or imprisonment for the officers of the company. The loan would also be void and the share acquisition
108
What cannot generally be released to SH?
Sums in the equity account (share capital) and sums in the share premium account. It is a permanent fund available to creditors.
109
What can dividends be paid out of?
Profits
109
How is the buyback of a companies shares approved?
By ordinary resolution
110
What three ways can a company buy back its own shares?
Profits, proceeds of a fresh issue of shares made for the purchase of financing the buyback or Capital (only private) which is a last resort.
111
If a company buys back its own shares, what procedural matters must take place?
File a return, notice of cancellation & statement of capital within 28 days. Keep a copy of the contract for 10 years. Cancel shares, update register for members.
112
What are the conditions for private companies buying shares back out of capital?
Accounts must have been prepared no more than 3 months before the director's statement, A directors STATEMENT OF SOLVENCY must be prepared together with an AUDITORS' REPORT, A SPECIAL RESOLUTION must be passed within a week after the directors sign the written statement of solvency.
113
What are the notice requirements after buying shares back out of capital?
Publish a notice in the Gazette. Say that creditors can apply within 5 weeks to prevent the payment. Publish this in a national newspaper, give notice to creditors and file the statement and the auditor's report at companies house.
114
Timeline for buying back shares after special resolution?
no earlier than 5 weeks and no later than 7 weeks
115
In general what can income expenditure be deducted from?
Income receipts
116
In general what can capital expenditure only be deducted from?
Capital receipts
117
What are income receipts?
Regular income eg trading profits, rental income, interest in relation to savings
118
What are capital receipts?
Income that is a one off transactions eg selling a premises
119
What are capital allowances and what can they be deducted from?
The spread of the cost of capital expenditure on certain items over a period of time. They can be deducted from income receipts.
120
What is the tax year for individuals?
6 April to 5 April
121
What is the financial year for companies?
1 April to 31 March
122
What is the personal savings allowance for basic rate and higher rate taxpayers?
Basic £1000, Higher £500, Additional get 0
123
What is the dividend allowance?
£1000
124
What is interest paid on qualifying loans used for?
Interest paid to the bank will be deducted from tax payer's Total Income in order to determine Net Income.
125
What are qualifying loans for tax purposes?
Loans to buy an interest in a partnership, loans to contribute capital or make a loan to a partnership, loans to buy shares in (or make a loan to) a 'close' company, loans to buy shares in a n employee controlled company or invest in a co-operative.
126
What is the relevance on pension scheme contributions for income tax?
An amount equivalent to the pension scheme contributions made by a taxpayer during the tax year are deducted from their Total Income for that year
127
What is the personal allowance for tax purposes?
£12,570 reduced by £1 for every £2 of Net Income over £100,000 (£125,140 loses the personal allowance completely)
128
Never Squash Donuts
Non-savings, Savings and Dividends - taxed in that order
129
Tax percentages for non savings and savings
20 for basic people (£0-£37,700) 40 for higher (£37k-£125,140) and 45 for Additional
130
Tax percentages for dividends
Basic - 8.75%, Higher 33.75%, Additional 39.35%
131
What is 20% of the full basic tax band?
£7,540
132
Steps of calculating Income Tax
1) Calculate total income
2) Deduct tax relief = Net Income
3) Deduct personal allowance (reduced by £1 for every £2 over £100k = Taxable income
4) Never Squash Donuts
5) Calculate whether Personal Savings Allowance is available = £1k/500/0 - take off dividend allowance
6) Apply tax rates in bands
7) Add together the amounts of tax calculated at Step 6 = Total tax liability
133
When is CGT payable?
Before 31 January following the tax year in which the disposal occurs
134
What is excluded from CGT?
Principal residence, motor cars for private use, certain investments (National Savings certificates, shares and securities held in ISAs and life assurance polices, UK sterling and any foreign currency
135
In respect of connected persons, what will the seller be deemed to have received when it comes to selling an asset?
Market value (apart from spouses) irrespective of sale proceeds.
136
Who are connected persons for CGT purposes?
Relatives and their spouses - parents, grandparents, children and siblings. Not lateral relatives, Uncles, Aunts, Nephews, Nieces. Companies and Partners in business.
137
What can an individual do with capital losses?
They can be carried across and deducted from gains made in that tax year. It can be carried forward until the loss is used up.
138
What is the CGT annual exemption for indivuals?
£6,000
139
What are the CGT percentages for taxpayers?
10% basic, 20% everyone else
140
Business Asset Disposal Relief?
Takes CGT down from 20% to 10% for gains arising on qualifying disposals. Not buy to lets - only trading businesses!!!!
141
What are qualifying disposals for BADR
All or part of a trading business (owned for 2 years before disposal), assets in a business that used to trade (owned for 2 years before disposal and sold within 3 years of business ceasing to trade), shares in a trading company (2 years trading and owned for 2 years) (hold 5% of ordinary voting shares and be officer or employee) or shares in a company that used to trade (same as above and disposed of within 3 years)
142
What is the lifetime allowance for BADR?
First £1 million charged at 10%
143
Investors' relief
Reduces CGT from 20% to 10% for lifetime limit of £10 million on qualifying shares
144
Qualifying shares?
Unlisted trading company, at least 3 years hold the shares, fully paid up shares, trading company or holding company of a trading group, Can't be public company, for people who aren't officers or employees.
145
Rollover relief
Roll over CGT liability gain to another asset. Applies to land and buildings, fixed plant and machinery. Anything you gain can be rolled over to account for losses. Can be done indefinitely
146
Hold-over relief
CGT liability postponed until Donee disposes of the asset.
147
Business property relief
Applies to value of business assets on lifetime transfers and on death. 100% tax relief in respect of transfers of a business or interest in a business
148
How long does a pre-insolvency moratorium last?
20 days and can be extended for a further 20 days. A further extension of a 1 year if majority of creditors agree and/or court order
