Business Law Flashcards
Does paying for the upgrade, maintenance and repair of property make it partnership property?
No. The fact that the partnership paid for upgrades/maintenance/repair of property does not affect the general rule that intent controls.
When will the change of registered office be effective?
When the Change of Registered Office Address form is registered by the Registrar of Companies.
Is amending the articles of association a power reserved for the directors or the shareholders?
The shareholders. Amending the articles of association is a decision reserved exclusively for the shareholders of the company, as the articles represent a contract between the company and its members (although the board of directors may recommend an amendment). Amendment of the articles requires approval of the amendment by special resolution, that is, it requires approval by at least 75% of the shareholders voting.
If payment of the dividend is found to have been improper, what is the legal position on liability for payment and who may be held liable for the amount paid?
If a dividend is unlawful, the directors may be held personally liable for approving the dividend. However, any shareholder who received the dividend knowing it was unlawfully declared must return the dividend (or the portion of it that is unlawful).
Do you have to disclose the location where the company will be trading in the application for registration to incorporate a company?
No, you do not have to disclose the location where the company will be trading in the application for registration to incorporate a company.
The location of the registered office must be provided on incorporation but not the company’s trading address (if this is different); a company can use another address as its registered office, for example, its solicitor’s office.
A company was incorporated several years ago with the Companies (Model Articles) Regulations 2008 (unamended) as its articles of association. To raise more capital for expansion, the company issued new preference shares to an investor. It also appointed the investor as a non-executive director.
What forms must be filed at Companies House, and when, following the issue of shares and the appointment of the non-executive director?
Following the issue of preference shares, the company file a Return of Allotment of Shares form within one month of the issue of shares. Following the appointment of a director, the company must file an Appointment of Director form within 14 days.
