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Forming A Company Flashcards

1
Q

Leg for applying to companies name tribunal to challenge a name

A

S69 CA 2006

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2
Q

Form to set up a company

A

INO1

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3
Q

Leg under which registrar issued certificate of incorporation

A

S14 and S15

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4
Q

Docs to submit to set up a company

A

Application for registration of company
Memorandum of understanding
Articles of association

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5
Q

What is included in the application for registration as a company?

A

Statement of capital
Statement of proposed officers
Statement of compliance

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6
Q

Statement of capital

A

State number of shares for subscribers of memorandum, type and value. Identify these people and if they are ordinary or preference shares

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7
Q

Statement of proposed officers

A

Who will be director (person or company) need one

Who will be secretary (person or company) not essential

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8
Q

Statement of compliance

A

Must be done by each subscriber

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9
Q

Articles of association

A

How the company is run

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10
Q

Memorandum of understanding

A

Subscribing to memorandum is agreeing to become a member of the company and taking at least one share each

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11
Q

Post incorporation steps of forming a company

A

Elect chairman
Report of incorporation (who will be director and secretary)
Register bank account in company name
Company seal (S45) or two signatures of directors (S44)
Prepare a date to be last day in financial year to take up accounts (S392)
Appoint auditor
Employment contracts with directors
Keep company records
CT41G for tax
Register for NI

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12
Q

Leg for seals

A

S45 - seal

S44 - two signatures

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13
Q

Leg for changing last day in financial year

A

S392

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14
Q

Form to get taxed

A

CT41G

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15
Q

Notice required for board meeting

A

Appropriate and reasonable notice given by secretary or director to all directors

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16
Q

Leg to change name of company

A

Shareholder special resolution under S78

Or other method specified in articles under S79

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17
Q

Form to change office

A

AD01

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18
Q

Form to change accounting reference date

A

AA01

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19
Q

Form for appointment or resignation of a director

A

AP01

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20
Q

Form for appointment of secretary

A

AP03

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21
Q

Do ST and Ps need to disclose their address for service and identify

A

Yes

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22
Q

Can STs and Ps have floating charges

A

No only companies and LLPs

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23
Q

Do private companies limited by shares need to register before trading

A

Yes

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24
Q

When can the corporate veil be pierced

A

When a person is under an existing legal ob or liability
Or
Is subject to existing legal restrictions which they deliberately evade

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25
What effect does piercing the corporate veil have
Only to deprive them of the advantage they otherwise would have obtained through separate legal personality
26
Can private and public companies both issues shares
Yes | Public companies to the public (both traded and unlisted) and private companies to connected individuals
27
Requirements to pass a special resolution to become a publicly traded company
At least £50k allocated share capital | Each share paid up to at least 1/4 of nominal value plus whole of premium
28
Can a company begin as a publicly traded company
No must satisfy reputation, size, growth requirements
29
When does an LLP come into existence
When certificate of incorporation is issued
30
Do LLPs have a default contract if members don’t agree one
Yes in the LLP regs
31
Does LLP have separate legal personality
Yes
32
How are members of an LLP taxed
As self employed persons
33
Requirements for overseas companies setting up a branch in U.K.
Must register details within 1 month of opening
34
What docs to send to CH to incorporate a company
INO1 Articles MOU
35
What must a certificate of incorporation state
If registered office is in England Scotland or Wales Public or private Name and registration number Date of incorporation Limited or unlimited by shares or guarantee
36
When incorporating a company does it need to register with HMRC for tax
Yes if INO1 is not electric register within 3 months. If INO1 is electric is happens automatically
37
What is a statement of compliance to confirm
That they have met the requirements of CA 2006
38
What info is required to complete the INO1
``` Name Ds Secretary S Statement of capital Constitution. People with significant control Statement of compliance ```
39
Brackets of PSC on INO1
25-50 50-75 Over 75%
40
Who are PSC
``` Hold more than 25% of share of company Or Hold more than 25% voting rights in company Or Hold right to appoint or remove D ```
41
What is included in the constitution
``` MOU Articles Certificate of incorporation Current statement of capital Any court orders Legislation altering the company’s constitution Shareholder resolution affecting con Some agreements involving S ```
42
What are the company articles
Rules
43
What is the MOU
Statement they will become members and how many shares they will have
44
Who must sign MOU
Shareholders
45
What do companies incorporated pre-Oct 2009 have instead of MAs
Table A articles
46
How much notice was required for a GM under table A articles
21 days if special resolution was proposed Under MA 14 clear days no matter what kind of res is proposed
47
What is a statement of capital
Info about the shares | Type, value, number
48
How is the company’s share capital determined
By the total nominal value of the shares
49
What are the prescribed particulars
What share of dividends S receives Whether they can exchange (redeem) them for money Whether they can vote on certain company matters And How many votes their shares entitle them to have
50
Sold at par value
Sold for nominal value
51
What are the first S called
Subscribers
52
What details of subscribers need to be on INO1
Names addresses and details of shares
53
Is there a max number of S
No
54
How many S are needed to incorporate a company
1
55
Do all companies have to have a secretary
No private companies don’t have to have one but public companies do
56
What details of secretaries must be on INO1
Name and service address
57
Can D also be a secretary
Yes
58
If D liable if secretary fails to carry out duties
Yes
59
What info about Ds must be on INO1
Names and DOB Service address Residential address
60
How many Ds are needed
1 if private company | 2 if public company
61
Is Ds residential address public
No but is shared with some people
62
Can Ds registered address and service address be the same
Yes
63
Can D apply to have residential address kept private
Yes if there is evidence of serious risk of violence or intimidation to D or Ds family
64
What must a company name end with
Private - Ltd or limited | Public - PLC or public limited company
65
How to change registered office
Board resolution | AD01
66
When does a change of registered address take place
When registrar changes it
67
What if docs are sent to old address
They are deemed to be sent to registered address if send within 14 days of change
68
What are the statutory books
Register of S Register of Ds Register of Ds residential addresses
69
Does a company need to register a trading name
No just the registered name. This can be different
70
Where must a company’s registered office be
Must have a registered office in same part of U.K. as company is registered
71
What sort of resolution is needed to covert to a public company
A special resolution by S
72
What needs to be changed when a company becomes public
Company name | Articles
73
Does a company need a trading certificate when converting to a public company
No just a new certificate of incorporation
74
When a company become public when do the new name and articles take effect
On the issue of the certificate of incorporation
75
What to file at CH when converting a private company to a public company
``` Special res Application for re registration Revised articles Balance sheet Written statement from auditor Valuation report on any shares allocated for non-cash consideration between date of balance sheet and passing of special res ```
76
Does a public company need a trading certificate
Yes of beginning as a public company but not if transitioning from private to public
77
What is a trading certificate
Proof it can trade , borrow and has met allocated share capital requirements
78
Post incorporation steps
``` Allocate chair Seal- 1 signature and 1 witness to attest as well Bank account optional- Mandate to tell bank who is authorised to deal Name Accounting reference date Service contracts Tax registration Appoint auditor ```
79
What is the accounting reference date
The date up to which it must prepare its annual accounts
80
What is the default accounting reference date
The last date of the month in which the company was incorporated
81
How to change accounting reference date
Board resolution | AA01
82
Restrictions to changing accounting reference date
Cannot be extended so that reference period lasts more than 18 months Cannot be extended less than 5 years after the end of an earlier accounting reference period of the company that was also extended
83
Which companies are required to prepare annual accounts
All apart from small companies
84
Who decides service contracts
Board of Ds unless for more than 2 years then ordinary S res

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