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Law Certificate > Company formation > Flashcards

Company formation Flashcards

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1
Q

When can a company go from limited to unlimited liability

A

with consent from all the members of the compnay

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2
Q

when can a company go from unlimited to limited liability

A

by passing special resolution

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3
Q

Liability of company - what kind of company must have limited liability

A

public

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4
Q

liability of company - what kind of company can have limited or unlimited liability

A

private

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5
Q

What is the authorised minimum share capital for public limited compnaies

A

£50,000

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6
Q

pre emption rights only apply to

A

private companies

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7
Q

If promoter breaches their duties, what can the company do

A

If a promoter breaches duty, the company can rescind any contracts and recover any monies lost from the promoter

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8
Q

If articles are amended, a copy must be sent to the registrar within

A

15 days

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9
Q

T/F
The articles of association set down the internal regulations of a compnay

A

true

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10
Q

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

A

true

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11
Q

T/F
The articles of association form a contract between members and the company and members amongst themselves

A

true

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12
Q

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

A

False

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13
Q

public company limited by shares must have
x director
x company secretary
x shareholder

A

2 directors,
one company secretary
one shareholder

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14
Q

How may a promoter ensure the expenses they incur in setting up a company will be recoverable

A

by entering into a contract with the company after its incorporation for reimbursement of expenses by the compnay

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15
Q

How long must company keep records of resolutions and minutes o members’ and directors’ meetings

A

for a period of 10 years

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16
Q

Company records, must the following be kept:
Register of members

A

Yes

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17
Q

Company records, must the following be kept:
Register of directors and company secretaries

A

Yes

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18
Q

Company records, must the following be kept:
register of people with significant control

A

Yes

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19
Q

Company records, must the following be kept:
a register of directors residential addressees (protected info)

A

yes

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20
Q

Company records, must the following be kept:
copies of directors service contracts and indemnity provision restricting directors’ liabilities

A

Yes

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21
Q

Company records, must the following be kept:
records of resolution and minutes of members and directors meting

A

Yes

22
Q

Company records, must the following be kept:
Directors statement and auditor’s report

A

Yes

23
Q

Company records, must the following be kept:
register of charges and copies of charges

A

Yes

24
Q

Company records, must the following be kept:
Register of charges

A

Yes

25
Q

Company records, must the following be kept:
register of debenture holders

A

No

26
Q

For what company must a remuneration report be included

A

quoted companies only

27
Q

What kind of company must publish ratio of CEO remuneration to employees and the effect future price increases may have on exec pay

A

quoted company with more than 250 UK employees

28
Q

what is requirements for micro-company 2/3

A

turnover < 632k
balance sheet <316k
employees <10

29
Q

what is requirement for small company 2/3

A

turnover < 10.2
balance sheet < 5.1
employees < 50

30
Q

What is requirement for medium company 2/3

A

turnover < 36m
balance sheet <18m
employees <250

31
Q

accounts and report must be publicised within how many months for a private company

A

nine

32
Q

accounts and report must be publicised within how many months for a public company

A

six

33
Q

What companies are exempt from audit requirements

A

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

34
Q

How can auditor be removed

A

ordinary resolution subject to special notice being given and auditor having right to make representations

35
Q

What is the basis of company secretary authority

A

express or implied

36
Q

What can company secretary not do

A

buy land
borrow money
doing acts usually undertaken by directors

37
Q

When are companies not exempt from audit

A

if they are insurance or banking companies

38
Q

Who has power to appoint auditors

A

directors
members (ordinary resolution)
secretary of state

39
Q

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

A

true

40
Q

t/f
a company’s register of members is a public record and must be made available for public inspection if required

A

true

41
Q

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

A

confirmation statement

42
Q

Does a confirmation statement need to include
prescribed particulars of the directors and any company secretary

A

Yes

43
Q

Does a confirmation statement need to include
Details of resolutions passed by the company

A

No

44
Q

Does a confirmation statement need to include
details of people with significant control

A

Yes

45
Q

Are ML regulation compliance disclosures required?

A

no

46
Q

where there has been an anticipatory breach of contract, the injured party is entitled to sue

A

from the moment the other party indicates they do not intend to be bound

47
Q

Can an agent claim for expenses incurred whilst acting outside their authority

A

no

48
Q

What is required to alter a companies name (resolution)

A

special resolution of 75% or more

49
Q

public limited company cannot commence business or borrow money until the nominal value of allowed share capital is not less than

A

£50,000

50
Q

How long after the anniversary date does a company have to file its next annual return

A

28 days

Law Certificate (15 decks)

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