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BLP > Company Formation (SGSs 1,4,6) > Flashcards

Company Formation (SGSs 1,4,6) Flashcards

1
Q

Private company must end with ‘limited’ or ‘ltd’

A

s.59(1) CA 2006

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2
Q

Public companies must end with ‘public limited company’ or ‘plc’

A

s.58(1) CA 2006

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3
Q

Minimum number of shareholders is 1 (for both public and private companies)

A

ss. 7(1) and 8(1) CA 2006

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4
Q

Company secretary required for public company

A

s.271 CA 2006

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5
Q

Company secretary not required for private company

A

s.270(1) CA 2006

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6
Q

Certificate required for private company before commencement of trading

A

Certificate of incorporation (s.15(4) CA 2006)

Can commence as soon as incorporated

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7
Q

Certificate required for public company before commencement of trading

A

Certificate of incorporation (s.15(4) CA 2006)

Cannot commence until trading certificate issued by Registrar (s.761(1)(2) CA 2006)

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8
Q

Minimum share capital required for private company

A

Must have at least one share (s. 8(1)(b) CA 2006)

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9
Q

Minimum share capital required for public company

A

Minimum of £50,000 (s.763(1)(a) CA 2006) or prescribed euro equivalent (s.763(1)(b) CA 2006)

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10
Q

Private companies are prohibited from offering shares to the public

A

s.755(1)(a) CA 2006

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11
Q

Methods of payment allowed for share capital for private companies

A

No restriction on method of payment (s.582(1)(2) CA 2006)

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12
Q

Method of payment allowed for share capital for public company

A

Payment must be in cash or where consideration has been independently valued (s.593(1) CA 2006)

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13
Q

Minimum amount payable for share capital of private company

A

Shares can be issued without immediate payment

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14
Q

Minimum amount payable for share capital of public company

A

25% of nominal value must be paid on allotment plus the whole of any premium (s.586(1) CA 2006)

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15
Q

A company cannot enter into contract pre-incorporation as it is not a legal identity yet

A

s.16(3) CA 2006

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16
Q

Does concept of agency apply before a company is incorporated?

A

No, as they are not a legal identity yet

17
Q

If a contract is agreed with a third party on behalf of a company that is not yet formed, contract is carried out on behalf of the person dealing in negotiations and they are personally liable

A

s.51(1) CA 2006

18
Q

A change of a company’s name has effect from the date on which the new certificate of incorporation is issued

A

s.81(1) CA 2006

19
Q

Relevant legislations regarding choice of company name

A

ss.53-59 and 66 CA 2006

20
Q

A company can change its name by SR

A

s. 77(1)(a) CA 2006

21
Q

Once a company is incorporated, they become a separate legal person, capable of entering into contracts and being sued in its own right

A

Salomon v Salomon

22
Q

Post-registration, the directors are required to appoint auditors unless they reasonably resolve that audited accounts are unlikely to be required

A

s.485(1) CA 2006

23
Q

The directors are able to change the company’s accounting reference date

A

s.392(1) CA 2006

24
Q

Termination of a director

A

s.18 CA 2006

25
Q

The Model Articles will apply automatically unless the company expressly includes amended articles

A

s.20 CA 2006

26
Q

Articles can only be amended by SR

A

s.21(1) CA 2006

27
Q

Where the MA are amended using s.21, a copy of the amended articles must be filed with CH within 15 days

A

s.26 CA 2006

28
Q

Legality Test key questions to ask

A

Does the CA refer specifically to the issue at hand? Do they conflict?
If so, CA takes precedence.

29
Q

Articles cannot exclude the written resolution procedure

A

s.300 CA 2006

30
Q

A Director cannot entrench their position to prevent them being removed by an OR

A

s.168 CA 2006

31
Q

Commerciality Test key questions to ask

A

Does the proposed article suit the company - will it be commercially effective?

32
Q

Minimum number of directors for a private company

A

1 - s.154 CA 2006

33
Q

Minimum number of directors for a public company

A

2 - s.154(2) CA 2006

34
Q

Limited company to have a registered office

A

s.86 CA 2006

35
Q

Change of Company name requires a SR

A

s.77(1) CA 2006

36
Q

Director can be appointed by OR of the members or by board resolution

A

MA 17(1)

37
Q

Definition of subsidiaries

A

s.1159(2) CA 2006

38
Q

Receive and approve transfer of subscriber shares

A

s.771 CA 2006

MA 26

39
Q

Instruct secretary to enter new SH names on register

A

s.112(2) and s.113(2) CA 2006

BLP (8 decks)

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