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SQE 1 > Chapter 3 - LTD Company Part 1 > Flashcards

Chapter 3 - LTD Company Part 1 Flashcards

1
Q

Who can change a company registered office once incorporated?

A

A company registered office can be changed by board resolution

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2
Q

What do the articles of association form?

A

They form an important constitutional document

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3
Q

The articles of association are a contract between?

A

Between a shareholder and a company and a shareholder and another shareholders

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4
Q

With whom is the company rulebook deal with?

A

With Directors, shareholders, meetings and key administrative requiremnets

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5
Q

Who provides the model sets of articles?

A

The CA

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6
Q

How else are known the sets of articles?

A

They are also known as model articles

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7
Q

Where can be found the model sets of articles for different types of companies?

A

In the Companies Model Articles Regulation 2008 which were introduced in October 1st 2009

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8
Q

Where are model articles for private companies limited by shares set out?

A

In schedule 1 of the regulations

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9
Q

A copy of the company’s article must accompany the application?

A

Yes, unless the company intends to adopt the MA (model articles) in their identity

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10
Q

Do the MA apply automatically?

A

Yes,

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11
Q

When does the MA (Model articles) do not apply automatically by default?

A

Only if they are excluded or modified in the company’s articles

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12
Q

Can the MAs be adopted with amendments?

A

Yes

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13
Q

What is required to change the articles?

A

A copy of the special resolution and the amended articles must be filled at Company’s house within 15 days.

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14
Q

Is there an obligation to adopt the MA s?

A

No, there is no obligation to adopt the MAs in whole or in part, although the MAs will apply in default.

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15
Q

When can a company may all or some of the provisions of the MAs (with or without special articles) or have entirely bespoke articles?

A

On Incorporation

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16
Q

What is the responsibility of the company secretary ?

A

Keeping records and filing documents at Companies House

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17
Q

Is there a requirement of the CA for private limited company to have a secretary?

A

No, and there are no qualifications required.

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18
Q

What details are required to be set out in the form IN01 for all directors?

A

Name, month and year of birth, nationality, and business occupation of all directors - address for service and residential may apply, however directors might be exempt

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19
Q

How many directors do public companies require?

A

At least 2 directors

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20
Q

How many directors do private companies require?

A

At least 1 director

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21
Q

Are corporate directors permitted?

A

Yes

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22
Q

Can a company be a director of another company?

A

Yes, because corporate directors are permitted

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23
Q

Can a company be the sole director of another company?

A

No,it needs to have at least one natural person as a director

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24
Q

Is there a limit of how many directors a company can have?

A

No, there is no limit, unless the articles provide for this.

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25
Q

Can the director hold the position of company secretary?

A

Yes

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26
Q

What qualifications are needed to be a director of a private limited company?

A

No qualifications are required

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27
Q

What is the minimum number of shareholders required?

A

Minimum 1

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28
Q

What is INO1 Part 4 applicable for?

A

Applicable for companies limited by guarantee

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29
Q

What is INO1 Part 5 applicable for?

A

Details of people with significant control must be sent out

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30
Q

What are the conditions that people with significant control meet?

A

They hold more than 25% of the shares
They have more than 25% of the voting rights
They have the right to appoint or remove the majority of the board

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31
Q

What does PSC register stand for?

A

People with significant control

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32
Q

When do the forms need to be filled?

A

Whenever changes are made

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33
Q

Who is maintaining the statutory books?

A

Maintained by the Company

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34
Q

What does the statutory books include?

A

Register of secretaries
Register of directors
Register of director’s residential address
Register of members
PSC register

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35
Q

What does Form INO1 Part 7 is applicable for?

A

That everyone (directors,secretary, officers) consented to act in their relevant role

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36
Q

What does Form INO1 part 8 applicable for?

A

The subscribers make a statement that the PCS’s know that their details have been provided as part of their application

37
Q

What does Form INO1 Part 9 applicable for?

A

Confirms that the requirement of the CA as to registration have been complied with

38
Q

What is a memorandum of association?

A

Is a statement of intention of the subscribers to form a company and become shareholders, taking at least 1 share each.

39
Q

What does the certificate of incorporation contain? (COI)

A

The Company Name
The Company Number
The Date of Incorporation

40
Q

Who offers the certificate of incorporation?

A

The Companies House

41
Q

Can the company enter into contracts without the certificate of incorporation (COI)?

A

No

42
Q

When can the company have its first board meeting?

A

Once it’s incorporated

43
Q

What means fixing an accounting reference date?

A

Date to prepare annual accounts

44
Q

What happens if at the first board meeting the accounting reference date was not fixed?

A

Then, the date will be the last day of the month of the incorporation

45
Q

What form needs to be completed if there is a change regarding an accounting reference date?

A

Form AA01 must be filled at Companies House

46
Q

Who attends board meetings?

A

Directors who pass board resolutions to make decisions

47
Q

What are directors doing in board meetings?

A

They pass boar resolutions to make decisions

48
Q

Who attends general meetings in a company?

A

Meetings of the members and the shareholders

49
Q

What types of resolutions do the shareholders and members pass to make decisions?

A

They can pass ordinary resolutions and special resolutions

50
Q

Who is making the day-to-day decisions in a company?

A

The Directors

51
Q

Are there any decisions that needs to be authorised by members first?

A

Yes, the key decisions

52
Q

Who calls the first Board meeting?

A

Directors

53
Q

Can directors call general meeting? and How?

A

In the Board meeting they pass board resolution

54
Q

Who is passing resolutions in the general meeting?

A

Members

55
Q

How are decisions implemented?By whom?

A

Directors pass board resolutions to implement decisions (2nd time) and deal with filing and administrative matters

56
Q

Where are the power of directors laid down?

A

In the Companies Article and MA3

57
Q

How are directors making the decision in the board meeting based on what?

A

Based on the majority vote

58
Q

What is the minimum number of members that need to be present to make a decision in board meeting?

A

Two - Quarum

59
Q

What does MA14 mean?

A

It prevents a director from voting and counting toward the quorum in any decision in which they had a personal interest

60
Q

What is an example of conflict of interest?

A

A director agreeing to buy property or sell to the company.

61
Q

Which sections of the CA require a director to declare personal interests?

A

Section 177 and 182

62
Q

What happens if 182 is breached?

A

Is a criminal offence

63
Q

The Declaration of Conflict of interest is the same as the vote and counts towards the MA14?

A

No, they are distinct from each other, they should be considered separatelly.

64
Q

For how long are the Board meetings suppose to be kept?

A

For 10 years

65
Q

Who is signing the minutes of the board meeting?

A

By the chair of the BM (board meeting)

66
Q

What can be used instead of BM?

A

MA8 provides a procedure for unanimous decision-making by making a decision in writing providing that they agree?

67
Q

Where are the powers of the members laid down?

A

In the CA and the companies articles

68
Q

How do the members exercise their power?

A

By passing resolutions in Gm (general meetings)

69
Q

Which are the two types of GM (general meeting)?

A

Annual general meeting - AGM
Extraordinary general meeting - E(GM)

70
Q

Does a company formed on and after 1st October 2006 does it need to have a AGM?

A

No, unless special articles are provided

71
Q

Why are AGM (Annaul General Meetings) useful?

A

They are useful if there are a number of shareholders who are not directors

72
Q

For the ordinary resolution, how many ppl need to attend?

A

It requires more than 50% of shareholders attending and voting

73
Q

For the special resolution, how many ppl need to attend?

A

It required more than 75% of shareholders attending and voting

74
Q

In the ordinary resolution if 50% is in the majority of the votes, what happens?

A

if 50% are in favor of passing it, it will not be passed and will result in deadlock.

75
Q

Who calls for GM (general meeting) ?

A

Usually directors but members of the company can also indirectly call them

76
Q

Can a private company pass resolution in writing?

A

Yes, an alternative to GM

77
Q

What do they do with the ordinary and special resolutions?

A

They need to be signed and a signed copy must be filled at Companies House within 15 days of being passed.

78
Q

What happens if the resolution alters the companies article?

A

A copy of the amended document must be filled

79
Q

Do the directors need to file accounts each financial year with Companies House ? What happens if they don’t?

A

Yes, they do, if not it is a criminal offence.

80
Q

How is a small company defined?

A

Not more than 50 employees
Balance sheets of no more than 5.1m
Turnover of not more than 10.2m

81
Q

When do private companies need to file accounts at Companies House?

A

Within 9 months from the end of the accounting reference period

82
Q

What else needs to be filled each year?

A

Confirmation statement

83
Q

What is the deadline for the confirmation statement to be submitted?

A

14 days of the anniversary of the company incorporation

84
Q

What happens if the confirmation statement is not submitted?

A

It is a criminal offence

85
Q

How is formed the internal rulebook?

A

By the articles of association

86
Q

What does MA provide?

A

A standard set of rules

87
Q

If you adopt the MA (standard set of rules) what else needs to be submitted with?

A

The articles do not need to be submitted with the IN01 form

88
Q

What information do you need to complete the form IN01?

A

Full details of the shareholder,directors and company secretary,the registered office, how many shares the company will have, their type and nominal value, instruction on the articles and confirmation whether they will elect to keep information usually contained in the statutory books on the public register

SQE 1 (12 decks)

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