Compliance

Question 1

Why must a public company apply for a trading certificate under s.761 before it starts trading?

Answer 1

To ensure that the amount paid up on the aggregate nominal value of its share capital is not less than the authorised minimum (25% of its nominal value and 100% of any premium)

Question 2

Is it sufficient to post documents to Companies House prior to the expiry of the appropriate filing period?

Answer 2

No - the requirement is that they must be received, and be acceptable for filing, prior to the deadline

Question 3

What is the benefit of acquiring at least 90% acceptances on a takeover?

Answer 3

Permits an acquiring company to compulsorily acquire all remaining shares on the same terms if it wishes - Stan Kroenke at Arsenal :(

Question 4

The City Code applies to what type of company?

Answer 4

All public companies or companies that have been public in the previous 10 years

Question 5

How long after ceasing can an application for dissolution be made?

Answer 5

Three months

Question 6

What can a company not do within the last three months before making an application for dissolution?

Answer 6

• Change its name
• Traded or engaged in any other activity
• Disposed of property or rights for value

Question 7

What is the difference between a members’ and creditors’ voluntary winding up?

Answer 7

Members = GM - special resolution to wind up the company with directors' declaration of solvency
Creditors = Liquidator calls the meeting and informs members that the company is insolvent i.e. where declaration of solvency cannot be made

Question 8

What transactions are to be disregarded in assessing a dormant status?

Answer 8

• Payment for shares taken by subscribers
• Fees paid to the Registrar
• Civil penalties by the Registrar

Question 9

Where can statutory records be kept?

Answer 9

• Registered office
• SAIL address
• Central Register (for private companies)

Question 10

What are the differing minute retention periods for meetings held before or after 1 October 2007?

Answer 10

Permanently and 10 years respectively

Question 11

What are the three types of PSC?

Answer 11

• Individual
• Relevant Legal Entity
• Other Registrable Person

Question 12

Name some examples of static data to be included in minutes

Answer 12

• Company name and registered number;
• Place, date and time of the meeting;
• Attendees (including any apologies and any part someone leaves the meeting);
• Identity of the Chair;
• Confirmation that a quorum is present;
• Declaration of any specific potential conflicts of interest; and
• Time meeting closes

Question 13

Name some examples of variable data to be included in minutes

Answer 13

• Matters brought forward and action points from previous meetings;
• Review and approval for signature of minutes of previous meeting;
• Synopsis of discussions on matters on agenda, action points, decisions made;
• Matters to be carried forward and action points; and
• AOB (not on the agenda)