Chapter 5 - Company Compliance

Question 1

Certain words and expression require consent before they may be used as part of a company name. Which of the following require consent.

Answer 1

1. Britain - Yes
2. French - No
3. Accountant - No
4. Insurance - Yes
5. Royal - Yes

Question 2

What are the different types of company that can be incorporated under the CA2006?

Answer 2

1. Public company limited by shares
2. Private company limited by shares
3. Private company limited by guarantee
4. Private unlimited company, with or without a share capital

Question 3

Why must a public company apply for a certificate under CA2006 s761 before is starts trading?

Answer 3

To ensure that the amount paid up on the aggregate nominal value of its issued share capital is not less than the authorised minimum.

Question 4

Hard copy, paper filing is available for all statutory forms and documents,. What other methods of filing these documents are there?

Answer 4

1. Online Filing
2. Web Filing
3. Software Filing

Question 5

Does it matter to which Companies House office documents are delivered?

Answer 5

No, as any document filed at one registry that relate to a company registered at another will be forwarded.

Question 6

Is it sufficient to post documents to Companies House prior to the expiry of the appropriate filing period?

Answer 6

No - the requirement is that they must be received and be acceptable for filing prior to the deadline.

Question 7

What is the comply or explain principle?

Answer 7

Listed companies should apply the principles of the UK Corporate Governance code and explain any non-compliances with the provisions of the code.

Question 8

What are the five categories covered by the Governance Code?

Answer 8

1. Board Leadership and Company Purpose
2. Division of Responsibilities
3. Composition, Succession and Evaluation
4. Audit, Risk and Internal Control
5. Remuneration

Question 9

What is the benefit of acquiring at least 90% acceptances on a takeover?

Answer 9

Achieving 90% threshold permits an acquiring company under the CA2006 to compulsorily acquire all remaining shares on the same terms if it wishes.

Question 10

The City Code applies to what type of company?

Answer 10

All public companies or companies that have been public in the previous 10 years.

Question 11

What is the significance of a share offer being conditional on reaching acceptance of 50%, 75%, 90% of the issued shares?

Answer 11

These thresholds provide different degrees of control.
1. 50% allows the holder to pass all ordinary resolutions and is treated as the holding company for accounting provisions.
2. 75% permits the passing of special resolutions as well as ordinary resolutions and gives control to the holder.
3. 90% is the level at which dissenters in a takeover can be compulsory acquired under procedures in the CA 2006.

Question 12

How long after ceasing to trade can an application for dissolution be made?

Answer 12

3 months

Question 13

What action might occur if the Registrar believes a company is defunct?

Answer 13

The Registrar will contact the company with a warning giving the company an opportunity to respond and to remedy any deficiency (e.g. overdue filings). If there is no response from the company or if the deficiencies are not remedied, the Registrar may take action to strike the company off the register and dissolve it.

Question 14

Which of the following activities disqualifies a company from being able to file dormant company accounts?

1. A late filing penalty being imposed on ABC Ltd, an authorised insurance compnay?
2. Payment for the amounts due on the subscriber share relating to XYZ Ltd?
   A dividend being paid by a non-trading entity?

Answer 14

1. No.
2. No.
3. Yes.