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Law > company formation > Flashcards

company formation Flashcards

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1
Q

when will courts lift the veil? (common law)

A
  • to produce a tax liability
    -to give entitlement to compensation
    to prevent evasion of excise duty
    -to reveal the members true national identity
    -recognising the breakdwon of a quasi partnership relationship
    -to prevent the evasion of existing contractual obligations
    -to reveal national identity
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2
Q

when will the veil be lifted-statute?

A
  • where the director is disqualified
  • where the plc trades without a trading certificate
  • fraudulent trading= trading an insolvent company with intent to defraud
  • wrongful trading- traidng an insolvent comapny without taking reaosnable steps to minimise loss to potential creditors
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3
Q

unlimited companies…..

A

-private only DOES NOT need to file accounts unless sub or parent of a limited company

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4
Q

limited by gaurantee….

A
  • private only liability is limited to such an aount as the members undertake to contribute to the companys assets in the event of it being wound up
  • cannot be registered with share capitl e.g. a charity or trade association
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5
Q

limited by shares….

A
  • private or public

- liability is limited to the amount of the niminal value unpaid on members shares held by them

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6
Q

changing status:

A
  • can do so once
  • limited to unlimited= with consent of all members of the company
  • unlimited to limited= by passing a special resolution to that effect
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7
Q

memorandum of association

A

historic record of initial subscirbers

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8
Q

application for registration

A

name, address, memebrs liability, company type and domicile

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9
Q

articles of association

A

if not supplied, default will apply

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10
Q

section 9 documents

A

share capital and initial shareholdings

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11
Q

statement of gaurantee

A

only for companies limited by gaurantee

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12
Q

statement of proposed officers

A

details of the first director and first company secretary

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13
Q

statement of compliance

A

statutory declaration of compliance

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14
Q

what is the additional requirements for plc’s

A

apply for trading certificate

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15
Q

what is needed to apply for a trading certificate?

A
  • application statement that the capital is not below minimum (50kks)
  • statement of compliance
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16
Q

what is the effective birthdate of a company?

A

the date on the cert of incor.

17
Q

who is a promoter?

A

anyone who makes business preparations for a company

18
Q

what are fiduciary duties as an agent?

A
  • duty to account
  • duty to avoid a conlflict of interest
  • duty to disclose
  • duty not to make a secret profit
19
Q

what are problematic areas for promoters?

A
  • pre incorporation expenses= bc has no right to be reimbursed them
  • pre incorporation contractd = could be liable as the company technically doesnt exist
20
Q

how may company names be changed?

A

special resolution or by the secretary of state

21
Q

who must have their own full length articles?

A

listed companies

22
Q

how to change articles?

A

special res. BUT if there is a provision of entrenchment, they can only be changed with agreement of all company members or by the court

23
Q

a copy of any amended articles must be sent to the registrar within…

A

15 days

24
Q

a member will not be bound by alterations which….

A

compel him to buy more shares or increase his liability

25
Q

a company is not required to keep…

A

a register of debenture holders

26
Q

the register contains

A

certific of incorp
trading certificate
certificate of registration of charges
docs delivered to reg in accordance with stat prov i.e annual accounts and return

27
Q

what info is protected

A

directors addresses and content of any charges

28
Q

what sort of companies are never excluded from audit?

A

banking and insurance

29
Q

how is an auditor appointed?

A

ordinary resolution or secretary of state if they default

30
Q

how is an auditor removed?

A

ordinary resolution with special notice and should be given the chance to make representations

Law (7 decks)

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