Gaps Flashcards
What is a body corporate
This means it is incorporated
Separate legal personality
Do directors need permission to allot shares?
Directors of private companies incorporated with model articles have automatic authority to allot shares- S550 CA
When a company’s stock is sold by a shareholder to a new shareholder, what must the company do
Issue share certificate within two months of registration
May refuse to register shares
If they own more than 25% (not 25% but MORE THAN) then update PSC register
Who is entitled to receive a copy of a written resolution
Directors, members and auditors
Are written resolution records and general minutes to be kept in the same way
Yes
How are profits and losses shared in a partnership
Equally unless agreement to the contrary - S24(1) PA1890
How can a partnership be ended
A partnership at will can be brought to end immediately by giving notice
Liabilities of a new partner
A new partner does not become liable for anything done by the partnership before becoming a partner
How to authorise a loan to a director
A loan to a director will not always need a resolution of the members it depends on the amount of the loan and other factors in S204 CA
Who decides whether to purchase machinery
The directors
Who authorises a substantial property transaction
Ordinary shareholder resolution
What is a substantial property transaction?
- a non-cash asset
- from a director, director of holding company or person connected with such a director.
- Over £100,000 OR over 10% of the company’s asset value and is more than £5000
How to register a share transfer
A directors board resolution
Does a shareholder need permission to transfer their shares
No
Is a stamped instrument of transfer needed for stock transfer
Not if the sale proscenium is £1000 or less
No signature is needed if the shares are full paid
How to expel a partner
They must all agree including the partner that the others want to expel
How to calculate net current assets
Subtract current liabilities from current assets
How to calculate net assets
Subtract current liabilities and long term liabilities from fixed and current assets
Difference between profit and loss reserve and net profit entry
Profit and loss reserve is the cumulative profit since the business started trading whereas the net profit entry shows only profit from the current financial year
Liability of partners in an LLP
Partners in an LLP do not have any personal liability for the LLPs debts
Can a company be liable for fraudulent or wrongful trading
No, only a director can
What kind of resolution is needed to buy back shares out of capital
Ordinary and special shareholder resolution - s693,694,709 and 716 CA
What documents should be filed at CH after the members authorise a buy back out of capital
Copy of resolution authorising buyback with capital Statement of solvency Auditors report SH03 SH06 Statement of capital
What if the votes for and against a board resolution are equal
MA13(1) allows chair of the board or directors to use casting vote to achieve simple majority
