Chapter 5 - Company Compliance

Question 1

Certain words and expressions require consent before they may be used as part of a company name. Which of the following require consent?
Britain
‹‹French
Accountant
‹‹Insurance
‹‹Royal

Answer 1

‹‹Britain - Yes
‹‹French - No ‹‹
Accountant - No 
‹‹Insurance - Yes 
‹‹Royal - Yes

Question 2

What are the different types of company that can be incorporated under the Companies Act 2006?

Answer 2

Public company limited by shares
Private company limited by shares
Private company limited by guarantee
Private unlimited company, with or without a share capital

Question 3

Why must a public company apply for a certificate under CA2006
s. 761 before it starts trading?

Answer 3

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

Online filing
WebFiling
Software filing

Question 5

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

Answer 5

No, as any documents 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

Board Leadership and Company Purpose 
Division of Responsibilities
Composition, Succession and Evaluation 
Audit, Risk and Internal Control 
Remuneration

Question 9

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

Answer 9

Achieving the 90% threshold permits an acquiring company 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% or 90% of the issued shares?

Answer 11

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

Question 12

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

Answer 12

Three months

Question 13

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

Answer 13

The Registrar may take action to strike the company off the register and dissolve it

Question 14

Which of these 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 company.
2. Payment for the amounts due on the subscriber share relating to XYZ Ltd.
3. A dividend being paid by a non-trading entity?

Answer 14

1. A late filing penalty being imposed on ABC Ltd, an authorised insurance company.
   No
2. Payment for the amounts due on the subscriber share relating to XYZ Ltd.
   No
3. A dividend being paid by a non-trading entity?
   Yes