Company formation Flashcards
When can a company go from limited to unlimited liability
with consent from all the members of the compnay
when can a company go from unlimited to limited liability
by passing special resolution
Liability of company - what kind of company must have limited liability
public
liability of company - what kind of company can have limited or unlimited liability
private
What is the authorised minimum share capital for public limited compnaies
£50,000
pre emption rights only apply to
private companies
If promoter breaches their duties, what can the company do
If a promoter breaches duty, the company can rescind any contracts and recover any monies lost from the promoter
If articles are amended, a copy must be sent to the registrar within
15 days
T/F
The articles of association set down the internal regulations of a compnay
true
T/F
Any article of association may be changed by special resolution, subject to the right of the holders of 15% of the company’s shares or debentures to object to the court
true
T/F
The articles of association form a contract between members and the company and members amongst themselves
true
T/F
promoters may or may not submit their own form of articles when submitting the forms necessary to form a company limited by shares
False
public company limited by shares must have
x director
x company secretary
x shareholder
2 directors,
one company secretary
one shareholder
How may a promoter ensure the expenses they incur in setting up a company will be recoverable
by entering into a contract with the company after its incorporation for reimbursement of expenses by the compnay
How long must company keep records of resolutions and minutes o members’ and directors’ meetings
for a period of 10 years
Company records, must the following be kept:
Register of members
Yes
Company records, must the following be kept:
Register of directors and company secretaries
Yes
Company records, must the following be kept:
register of people with significant control
Yes
Company records, must the following be kept:
a register of directors residential addressees (protected info)
yes
Company records, must the following be kept:
copies of directors service contracts and indemnity provision restricting directors’ liabilities
Yes
Company records, must the following be kept:
records of resolution and minutes of members and directors meting
Yes
Company records, must the following be kept:
Directors statement and auditor’s report
Yes
Company records, must the following be kept:
register of charges and copies of charges
Yes
Company records, must the following be kept:
Register of charges
Yes
Company records, must the following be kept:
register of debenture holders
No
For what company must a remuneration report be included
quoted companies only
What kind of company must publish ratio of CEO remuneration to employees and the effect future price increases may have on exec pay
quoted company with more than 250 UK employees
what is requirements for micro-company 2/3
turnover < 632k
balance sheet <316k
employees <10
what is requirement for small company 2/3
turnover < 10.2
balance sheet < 5.1
employees < 50
What is requirement for medium company 2/3
turnover < 36m
balance sheet <18m
employees <250
accounts and report must be publicised within how many months for a private company
nine
accounts and report must be publicised within how many months for a public company
six
What companies are exempt from audit requirements
micro and small companies
Dormant companies
Non profit making companies subject to public sector audit
Subsidiary companies whose parent company guarantees their liabilities outstanding at balance sheet date
How can auditor be removed
ordinary resolution subject to special notice being given and auditor having right to make representations
What is the basis of company secretary authority
express or implied
What can company secretary not do
buy land
borrow money
doing acts usually undertaken by directors
When are companies not exempt from audit
if they are insurance or banking companies
Who has power to appoint auditors
directors
members (ordinary resolution)
secretary of state
T/F
As an officer of the company, a company secretary faces potential civil and criminal liability in the event of the company contravening the law
true
t/f
a company’s register of members is a public record and must be made available for public inspection if required
true
what is described
document which confirms there are no changes to prescribed information about the company or sets out what changes have occurred. details of company resolutions are not covered by the statement
confirmation statement
Does a confirmation statement need to include
prescribed particulars of the directors and any company secretary
Yes
Does a confirmation statement need to include
Details of resolutions passed by the company
No
Does a confirmation statement need to include
details of people with significant control
Yes
Are ML regulation compliance disclosures required?
no
where there has been an anticipatory breach of contract, the injured party is entitled to sue
from the moment the other party indicates they do not intend to be bound
Can an agent claim for expenses incurred whilst acting outside their authority
no
What is required to alter a companies name (resolution)
special resolution of 75% or more
public limited company cannot commence business or borrow money until the nominal value of allowed share capital is not less than
£50,000
How long after the anniversary date does a company have to file its next annual return
28 days
