Chapter 7 (Corporation & legal personality)

Question 1

Trading certificate application to be made to registrar which states:

Answer 1

1. The nominal value of allotted share capital is greater than or euqal to 50,000
2. 1/4 of them is paid
3. Amount of prelimenary expenses and who has paid or is to pay them
4. Any benefits given to promoters

Question 2

If plc starts trading without trading certificate

Answer 2

• a criminal offence, but contracts are valid and binidng on the comp
• the company and officers are at default and liable to fine
• transactions are valid. if company cannot comply if they are called to do so within 21 days then directors become jointly and severally liable for those obligations
• ground for winding up if such activity persists till 1 year.

Question 3

Name of the company (rules)

Answer 3

• Ltd for private and plc for public
• cannot be same as other in the index of names
• cannot use illegal or offensive words
• certain words can be used after consent of secretary of states or any name suggesting connection with govt or local authority
• avoid tort of passing off

Question 4

Secretary of state can force the company to change its name in the following circumstances

Answer 4

• Same name or too like with the already registered name : 12 months
• Name gives wrong impression about the activity of the business as to be likely caused harm to the public - no limit
• Misleading info was given while applying for name that require approval - 5 years

Question 5

Company’s act 2006 allows the company to change its name by which resol

Answer 5

Special resolution

Question 6

Company as a separate legal entity consequences:

Answer 6

1. Limited liability
2. Enter into contracts with its own name
3. Can be sued or right to sue in its own name
4. Perpetual succession
5. Magmt is separate from ownership
6. Own its property of own
7. Company is subject to requirements of companys act and SBEEA

Question 7

Veil of incorporation is lifted : statutory examples

Answer 7

• Group companies
• Members/ directors involved in wrongful or fradulent trading
• Company starts trading widout trading certificate plc
• Disqualified director particiaptes in the mgmt of comp

Question 8

Case law

Answer 8

1. sham companies
2. Nationality
3. Groups - subsidiary credit pe cheezein lekr parent ko de rahi. Parent is laible if subs fails to make payments
   - land of subsidiary, business conducted by parent

Question 9

LLP

Answer 9

Same as private limited companies. They are called members.

Question 10

Incorporation of LLP

Answer 10

Incorporation document must be sent to registrar stating name, location, address of reg office, and names and address of memebrs (min 2)
-sent declarion of compliance that LLP satisfied the requirements of Limited liability partnership Act 2000.
- Registrar issues certificate of incorporation