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BLP > Forming A Company > Flashcards

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
Q

What effect does piercing the corporate veil have

A

Only to deprive them of the advantage they otherwise would have obtained through separate legal personality

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26
Q

Can private and public companies both issues shares

A

Yes

Public companies to the public (both traded and unlisted) and private companies to connected individuals

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27
Q

Requirements to pass a special resolution to become a publicly traded company

A

At least £50k allocated share capital

Each share paid up to at least 1/4 of nominal value plus whole of premium

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28
Q

Can a company begin as a publicly traded company

A

No must satisfy reputation, size, growth requirements

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29
Q

When does an LLP come into existence

A

When certificate of incorporation is issued

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30
Q

Do LLPs have a default contract if members don’t agree one

A

Yes in the LLP regs

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31
Q

Does LLP have separate legal personality

A

Yes

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32
Q

How are members of an LLP taxed

A

As self employed persons

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33
Q

Requirements for overseas companies setting up a branch in U.K.

A

Must register details within 1 month of opening

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34
Q

What docs to send to CH to incorporate a company

A

INO1
Articles
MOU

35
Q

What must a certificate of incorporation state

A

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
Q

When incorporating a company does it need to register with HMRC for tax

A

Yes if INO1 is not electric register within 3 months. If INO1 is electric is happens automatically

37
Q

What is a statement of compliance to confirm

A

That they have met the requirements of CA 2006

38
Q

What info is required to complete the INO1

A 
Name
Ds
Secretary
S
Statement of capital
Constitution. 
People with significant control 
Statement of compliance
39
Q

Brackets of PSC on INO1

A

25-50
50-75
Over 75%

40
Q

Who are PSC

A 
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
Q

What is included in the constitution

A 
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
Q

What are the company articles

A

Rules

43
Q

What is the MOU

A

Statement they will become members and how many shares they will have

44
Q

Who must sign MOU

A

Shareholders

45
Q

What do companies incorporated pre-Oct 2009 have instead of MAs

A

Table A articles

46
Q

How much notice was required for a GM under table A articles

A

21 days if special resolution was proposed

Under MA 14 clear days no matter what kind of res is proposed

47
Q

What is a statement of capital

A

Info about the shares

Type, value, number

48
Q

How is the company’s share capital determined

A

By the total nominal value of the shares

49
Q

What are the prescribed particulars

A

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
Q

Sold at par value

A

Sold for nominal value

51
Q

What are the first S called

A

Subscribers

52
Q

What details of subscribers need to be on INO1

A

Names addresses and details of shares

53
Q

Is there a max number of S

A

No

54
Q

How many S are needed to incorporate a company

A

1

55
Q

Do all companies have to have a secretary

A

No private companies don’t have to have one but public companies do

56
Q

What details of secretaries must be on INO1

A

Name and service address

57
Q

Can D also be a secretary

A

Yes

58
Q

If D liable if secretary fails to carry out duties

A

Yes

59
Q

What info about Ds must be on INO1

A

Names and DOB
Service address
Residential address

60
Q

How many Ds are needed

A

1 if private company

2 if public company

61
Q

Is Ds residential address public

A

No but is shared with some people

62
Q

Can Ds registered address and service address be the same

A

Yes

63
Q

Can D apply to have residential address kept private

A

Yes if there is evidence of serious risk of violence or intimidation to D or Ds family

64
Q

What must a company name end with

A

Private - Ltd or limited

Public - PLC or public limited company

65
Q

How to change registered office

A

Board resolution

AD01

66
Q

When does a change of registered address take place

A

When registrar changes it

67
Q

What if docs are sent to old address

A

They are deemed to be sent to registered address if send within 14 days of change

68
Q

What are the statutory books

A

Register of S
Register of Ds
Register of Ds residential addresses

69
Q

Does a company need to register a trading name

A

No just the registered name. This can be different

70
Q

Where must a company’s registered office be

A

Must have a registered office in same part of U.K. as company is registered

71
Q

What sort of resolution is needed to covert to a public company

A

A special resolution by S

72
Q

What needs to be changed when a company becomes public

A

Company name

Articles

73
Q

Does a company need a trading certificate when converting to a public company

A

No just a new certificate of incorporation

74
Q

When a company become public when do the new name and articles take effect

A

On the issue of the certificate of incorporation

75
Q

What to file at CH when converting a private company to a public company

A 
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
Q

Does a public company need a trading certificate

A

Yes of beginning as a public company but not if transitioning from private to public

77
Q

What is a trading certificate

A

Proof it can trade , borrow and has met allocated share capital requirements

78
Q

Post incorporation steps

A 
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
Q

What is the accounting reference date

A

The date up to which it must prepare its annual accounts

80
Q

What is the default accounting reference date

A

The last date of the month in which the company was incorporated

81
Q

How to change accounting reference date

A

Board resolution

AA01

82
Q

Restrictions to changing accounting reference date

A

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
Q

Which companies are required to prepare annual accounts

A

All apart from small companies

84
Q

Who decides service contracts

A

Board of Ds unless for more than 2 years then ordinary S res

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