Mixed Of BLP

Question 1

What does lifting the veil of incorporation or piercing the veil mean

Answer 1

Where a SH or D had done something unlawful and the court can set aside separate legal personality

Question 2

What is the Doctrine of Maintenance of Share Capital

Answer 2

Share capital invested must be reserved for the benefit of creditors should the company become insolvent

Question 3

Who can be PSC?

Answer 3

Holds over 25% shares
Holds over 25% of voting rights
Has the right to remove or appoint the majority of Ds
Has significant control or influence in the company

Question 4

What should companies do with PSC?

Answer 4

Maintain a register and notify CH

Question 5

When is the Accounting reference date set

Answer 5

Last day of the month of incorporation
Incorporation 11 06 25
Accounting reference date will be
30 06 2025

So first set of accounts due one year later 30 06 26

Question 6

If a company changes its business does its registration number change

Answer 6

No

Question 7

How many members must an LLP have

Answer 7

2

Question 8

How many designated members does an LLP need

Answer 8

2

Question 9

Who do designated members do

Answer 9

Have administrative functions with penalties for non compliance

Question 10

What’s Charges can partnerships have over property

Answer 10

Fixed only

Question 12

What default provisions do LLP follow

Answer 12

Limited Liability Partnership Regulations 2001

Question 13

Does an LLP need MOA & AOA

Answer 13

No

Question 14

Does an LLP agreement need filing at companies house

Answer 14

No

Question 15

If new members joins/leaves an LLP does companies house need to be informed

Answer 15

Yes within 14 days

Question 16

What notice needs to be given under an LLP

Answer 16

Reasonable notice

Question 17

What is the only duty that can be ratified and what resolution is needed

Answer 17

S175 a duty not to profit from a conflict of interest
Board Resolution

Question 18

What is a Novation Agreement?

Answer 18

A deed as no consideration is paid

Question 19

What can an unfair prejudice claim do to help a D?

Answer 19

Allows a minority SH to protect their rights against potential abuse by a majority

Question 20

What is a bushall v faith clause

Answer 20

A clause that gives a D extra voting rights to make it more difficult for them to be terminated

Question 21

Can the AoA be amended to removed auditors or directors by written resolution

Answer 21

No they can only be removed by OR ANY amendment is invalid

Question 22

What is needed for buyback of shares from profits

Answer 22

Just and OR

Question 23

What is needed to buyback of shares from capital

Answer 23

OR but also need a statement of solvency and auditors report

Question 24

What’s is needed for a poll vote

Answer 24

A SH or more than one SH holding a min of 10% of shares

Question 25

Can a chair give a casting vote at a BM

Answer 25

Yes

Question 26

Can a chair give a casting vote at a GM

Answer 26

No

Question 27

What is a s177 declaration

Answer 27

A declaration of conflict in a BM by a D. A conflicted D cannot vote or be part of the quorum

Question 28

What is the rule on fixed charges taking priority

Answer 28

The date they are created

Question 29

What is needed for a short notice GM

Answer 29

Majority of SHs Holding at least 90% shares

Question 30

What does s176 breach consist of? And what resolution is needed

Answer 30

A duty not to accept benefits from 3rd parties - OR TO RATIFY THE BREACH