P5. Compliance Flashcards
Minimum filing requirements
Confirmation statement & financial statements
Comparing company types acronym
FLAPS
Comparing company types considerations (5)
Financial info public?
Limited liability?
Assessed for tax as co?
Profit making?
Shares public?
Which type of company is not for profit?
Limited by Guarantee
Which type of company has unlimited liability?
Private unlimited company
Which type of company does not make financial info public?
Private unlimited company
4 main types of company
Public company limited by shares
Private company limited by shares
Private company limited by guarantee
Private unlimited company
3 specialised company variants
Charitable companies
Community Interest Companies (CICs)
Right to Manage Companies (RTMs)
3 methods of incorporating company
Electronic software
Paper filing
Web incorporation service (only for Ltd cos adopting model arts)
4 areas of word or phrase in company name which require consent of secretary of state
Imply pre-eminence or a particular status or function
Imply connection with government
Represent regulated activities
Use could be offensive
4.5 necessities for incorporating
Memorandum of association
Articles of association
Form IN01
Name approval (if required)
Registration fee
Additional requirement for registering public company
2 directors and a cosec
What must public co obtain in addition to cert of incorp before trading
A trading certificate
How does a public co obtain a trading certificate
Deliver an application for borrowing certificate using form SH50, confirming that minimum share capital has been subscribed (£50k), and paid up at a minimum of 25% nominal value
What is required to re-register a private company as a public company
Special resolution, and copy of resolution and form RR01 to be delivered to the registrar within 15 days. Articles reviewed and amended as necessary
What is required to re-register a public company as a private company
Special resolution, and copy of resolution and form RR02 to be delivered to the registrar within 15 days. Articles reviewed and amended as necessary
What % of members (or number of members) are required to apply to court to cancel re-registration as private company
5% or 50
5 advantages to online filing of forms
Quicker
Cheaper
Lower rejection rates due to inbuilt checks and pre-population
Automatic confirmation of filing
Environmentally friendly
Criminal offences as stipulated by act (5)
Failure to file accounts on time
Failure to enter or update directors details in RoM on time
failure to file copy of arts following amendment
Failure to respond to request for confirmation that details on central register are correct
Failure to show RO and CRN on emails
Range of penalties for breach of CA
Fines to imprisonment
4 examples of corp gov reports to improve best practice - acronym
HESATIGD
4 examples of corp gov reports to improve best practice
Higgs Report
Effectiveness and rols of NEDs
Smith Report
Audit committees
Turnbull Report
Internal control
Greenbury Report
Directors remuneration
Current code on corp gov name and year
UK Corporate Governance Code (2018)
Which companies does UK CG Code apply to
Companies with a premium listing
5 main sections of of UK CG Code
Board Leadership and Company Purpose
Audit, Risk and Internal Control
Remuneration
Composition, Succession and Evaluation
Division of Responsibilities
How many sections and principles of UK CG Code
5 sections, 18 principles
On what basis does compliance with UK CG Code work
Comply or explain
On what basis does compliance with UK Stewardship Code work
Comply or explain