Limited Company

Question 1

What are model articles?

Answer 1

Internal rule book of rules & contract between company & shareholders and each other

Question 2

Who needs to be entered on the PSC register?

Answer 2

A shareholder who:-

Holds more than 25% of shares
Has more than 25% of voting rights
Have the right to appoint/ remove the majority of the board

These are known as persons with significant control

Question 3

What is the memorandum of association?

Answer 3

Statement of intention to form a company and be a shareholder with at least 1 share

Question 4

When a certificate of incorporation is issued what is the company also given?

Answer 4

Registration number

Question 5

When fixing an accounting reference date in the first board meeting, if not chosen what date is used?

Answer 5

Last day of the month of incorporation

Question 6

How long should BM/GM minutes be kept?

Answer 6

10 years

Question 7

Does PSC needed to be filed at CH

Answer 7

Yes

Question 8

Who usually calls GMs?

Answer 8

Directors

Question 9

When can a shareholder request a director to call a GM?

Answer 9

When the shareholder has at least 5% paid up shares capital with voting rights.

Question 10

How long does the director have to sort a GM called by a shareholder?

Answer 10

21 days from request to call a GM
28 days from calling GM to the meeting

Question 11

What happens if the director does not call the GM from a shareholder?

Answer 11

Shareholder may call the meeting themselves and recover any costs from the company

Question 12

Is it a criminal offence to not file accounts every year

Answer 12

Yes

Question 13

Who is exempt for accounts to be audited?

Answer 13

SMALL COMPANIES

Question 14

what is a small company?

Answer 14

Two or more :-
Turnover of no more than 10.2 million
Balance sheet no more than 5.1 millio
Not more than 50 employees

Question 15

What must a director also file with accounts?

Answer 15

Financial report

Question 16

Is a small company subject to filing a financial report?

Answer 16

No

Question 17

How long does a company have to file accounts?

Answer 17

9 months from accounting reference period

Question 18

What must also be filed at the end of each year within 14 days of the date of the COI?

Answer 18

Confirmation statement

Question 19

When do resolution need to be filed for each?

Answer 19

BR never
OR not usually with one exception
SR Always

Question 20

What is a non executive director?

Answer 20

A person who hold the office of director. They do not work for the company. Can be paid expenses

Question 21

What is an executive director?

Answer 21

A director who holds office of director and is in a paid position. Usually have a specific title

Question 22

Does shareholders owe a fiduciary duty to the company

Answer 22

no they can act in their own interests

Question 23

Why are SHs approval needed for fixed term Ds contracts

Answer 23

Because these contracts could lead to significant liability if wrongfully terminated

Question 24

How many members must a company have?

Answer 24

At least one

Question 25

What is the max number of members?

Answer 25

No maximum

Question 26

Can a shareholder be a shareholder for another company

Answer 26

Yes

Question 27

Are there different classes of shares that can be issued

Answer 27

Yes

Question 28

Can shares have different voting rights attached to them

Answer 28

Yes

Question 29

What are the two different shares

Answer 29

Ordinary Shares
Preference Shares

Question 30

What is a shareholders agreement?

Answer 30

Agreement between shareholders
Eg - voting rights and how they are to be exercised to protect minority shareholders

Question 31

Who is a majority shareholder?

Answer 31

SHs who hold more than 50% of voting shares

Question 32

Who is a minority shareholder?

Answer 32

Those who hold 50% or less than the voting shares