Question practice Flashcards
Unless otherwise stated under UNCISG where does risk to goods pass from Weller to buyer in contract where carriage is included
when goods are passed to first carrier
t/f an auditor who is responsible for an auditors report containing materially false or misleading information commutes an offence under CA 2006 and is punishable by a fine and or imprisonment
Flase
Limitation period for tortious acts
six years
limitation for tortious personal injury
three years
By absence of express provision in articles, how are class rights varied
special resolution of relevant class
Do the following constitute valid payment for shares
Cash
Goodwill
Goods or property
yes
Timescale for payment of shares for redemption of redeemable shares
5-7 weeks
What is a quorum
minimum number of persons required to be at a general meeting (usually 2 membrers proxies or representatives)
Ordinary resolution required majority of votes cast
more than 50%
Special resolution required majority of votes cassed
more than or equal to 75%
What resolution for
change of name
special
what resolution for alteration of articles
special
what resolution for reduction of share capital
special
what resolution for winding up of company
special
when can written resolution not be used
public companies
private - removal of director or auditor
notice required for general meetings
14 days
Notice required for public company agm
21
how long is special notice of a meeting
28 days
when must special notice be given
to remove auditor
to remove director or appoint substitute on their removal
When is presumption parties to a commercial agreements are presumed to have intended the arrangements to be legally enforceable rebuttable
with clear precise evidence to the contrary
An advertisement in a newspaper is generally treated asa
invitation to treat
Does the postal rule apply to revocation of an offer?
No - must be communicated to the offeree
Damages for losses sustained are recoverable to the extent that
they are reasonably foreseeable and not too remote
T/F
specific performance can be awarded in cases involving performance of personal services
False
T/F
Specific performance can be awarded in cases involving a contract to build a house
false
what kind of remedy is specific performance
equitable remedy
Agency
if there is no remuneration in the written contract, what remuneration is repayable
a reasonable amount of remuneration
Sole trader incorporates, continued to insure assets in own name, factory burns down, what is legal position
can’t claim on insurance as the insurance is not effected in the name of the company and the company has the insurable interest
Is a pre=incorporation contract enforceable by or against the compnay
No - if it is not incorporated at the time
CA limited companies must keep adequate accounting records, and these must contain:
Record of assets and liabilities, daily entries of income and expenditure and if deal in goods statement of stock
Is a director in breach of duty if they misuse confidential information relating to the company for personal gain
Yes
Is a director in breach of duty for abusing a corporate opportunity
Yes - regardless of whether the company could actually take advantage of the opportunity itself
T/F
A director of a company is required to exercise their powers subject to any directions given by an ordinary resolution
False - not an agent of SH and not liable to act as instructed by them
T/F
A director of the company can fetter the exercise of their power by agreeing in advance to support any resolution proposed by the majority shareholder
False
Ordinary/Special resolution
Change of company name
special
Ordinary/Special resolution
alteration of articles
special
Ordinary/Special resolution
removal of company director
ordinary - with special notice
Ordinary/Special resolution
variation of class rights
special
Where does relief for unfairly prejudicial conduct apply
to public and private companies
where companies affairs are being/have been conducted in a way that is unfairly prejudicial to the interests of the members generally or some part of its members
Characteristic of floating charge
Charge over class of assets present and future, which in the ordinary course of business of the company will change
Yes
When are shares transferrable on a recognised stock exchange
public company if the company is listed
Schedule B one or more of a set of three objectives have to be met for administration application to be successful does that include
put reduce plan into place if it is possible to rescue the company in whole or in part as GC
YES
Schedule B one or more of a set of three objectives have to be met for administration application to be successful does that include
If corporate rescue is not possible, to maximise returns to creditors over and above what would be achieved had the company not gone into administration first
Yes
Insolvency Act 1986 = petition to have company compulsorily would up successful
where there has been a fraud on the minority
No
Insolvency Act 1986 = petition to have company compulsorily would up successful
Where the court is of the opinion that it is just and equitable that the company should be wound up
Yes
For LLP
Incorporation document must state the name of the LLP which must end with the words LLP
Yes
maximum penalty for fraudulent trainign
up to 10 years imprionsment and or unlimited fine
what is fraudulent tradign
criminal offence, requiring element of dishonesty, not sufficient if suspected company may not be able to pay all its debts
ML
what is integration
usually final movement of money where it is invested in what appears to be a legitimate business
ML
What is placement
usually where the money is first hidden
Is the below implied in common law
duty to protect against reasonably foreseeable risks to health, safety and welfare
yes
Can wrongful dismissal occur where
A fixed term contract is terminated by the employer before the date it was due to expire
Yes
Can wrongful dismissal occur where
Employer terminates the employment without notice, or with less notice than the employee is entitled to receive
Yes (termination with no or insufficient notice constitutes dismissal)
To claim statutory redundancy payment, how many years continuous service needed
two years
T/F
A data subject has a right to access data held about them unless it is held in an encoded form when access requires a court order
False
T/F
a data subject whose rights have been infringed in that inaccurate data about them has been held can take action to rectify the inaccurate data
True
What interest is protected when the amount awarded as damages is what is needed to put C in position they would have been had the contract been performed
Expectation
Can a valid agency relationship be created by ratification
Yes
T/F
The duties of an agent are limited to what was agreed and incorporated into the agency contract between the agent and principal
False
An agents incidental and usual authority are part of their apparent authority
False
An angels incidental and usual authority are implied because they are not expressly stated, but are still part of actual authroity
True
T/F
If res ipsa loquitur is successfully argued by the claimant, the burden of proof shifts onto defendant to show they were not negligent
True
T/F
In the event of there being a capital deficiency, the remaining partners of the firm will bear the loss equally in the absence of an express agreement to the contrary
False
Is an LLP liable to tax along same lines as a registered company
No
T/F
A member cannot bind the LLP by their actions unless they act within their actual express or implied authority
False
Of the following options, which are applicable to an LLP
Voluntary arrangement
administration
voluntary liquidation
compulsory liquidation
All
T/F
Under partnership act, a partner can be expelled by the other partners for any reason
False - must be in good faith and for a good reason
Will the corporate veil be lifted in the following scenario
where the creditors of a subsidiary company are unlikely to receive settlement of their debts even though the holding company is financially very secure
No
T/F
a company is always liable without limit for its own debts
True
Can a company commence trading once incorporated provided a trading certificate is obtained within 12 months following incorporation
No
T/F
When a company applies for registration, copy of proposed articles must be submitted to registrar
False - none provided, model articles apply
T/F
A certificate of incorporation is conclusive evidence a company is registered in accordance with the companies act 2006
True
T/F
Articles of association can be altered by passing ordinary resolution unless there is a provision for entrenchment in which case a special resolution is required
False - special resolution
What is required to alter a provision for entrenchment
unanimous agreement or court order
T/F
a company may provide that a provision for entrenchment cannot be repealed
False
nor can it provide the provision cannot be amnded
T/F
A member is bound by an alternation made after becoming a member that requires them to purchase more shares or increase their liability in any way
No
what kind of company provides directors remuneration reports
Quoted companies
A confirmation statement must include details of resolutions passed by the company
No
Does the memorandum require a statement that they wish to form a company
Yes
What kind of company requires a trading certificate
Public
T/F
Micro entities do not have to file a profit and loss account with the registrar
True
T/F
Microentities do not have to file notes to the accounts with the registrar
False
two compulsory notes included advances to directors and financial commitmentes
What can LLP not do
apply for bankruptchy
How long does company have to report to IC after data breach
72 hours
Are credit control department’s opinions concerning creditworthiness of commercial customers covered by the DPA 2018
No - individuals not organisation
Can a data controller be either an individual or a compnay
Yes
On Carriage included, when does risk of loss or damage pass sellter to buyer
when goods rech place indicated in the contract
Is the word international in a company name prohibited
No - but the approval of secretary fo state is required
T/F
public companies must publish the results of polls at general meetings
False - quoted companies must
How long must a debt remain unsatisifed for before the creditor may petition for bankruptcy
21 days
Within how many weeks must an appointed administrator hold a creditors meeting
10 weeks
when is creditors meeting unecessary
administrator considers there to be insufficient property to make a distribution to unsecured creditors over and above ‘ring fenced asset distribution’ and 10% of creditors do not require one
What time period must a private company give notice of refusal to register a requested transfer of shares
2 months
What are phishing emails an example of - fraud by
representation
If someone works on an ‘as and when’ basis, what are they likley to be classed as
independent contractor - mutuality of obligations not present
Penalties for breach of health and safety legisltaion
unlimited fine and up to 2 years imprisonment
1 month - 2 year continuous employment, notice required
not less than 1 week
Minimum notice period employment rights act
1 week per year of continuous employment
claim for unfair dismissal must be
3 months after termination
When must an employer provided a written statement of dismissal
wif employee requests one within 14 days of their dismissal
Minimum employment period for wrongful dismissal
N/A - No minimum
What period of time followign a breach of employment contract can action for wrongful dismissal be bought?
six years
How long must employee have been employed to claim statutory redundancy payment
continuous employment of 2 years
Can a compnay be a data controller
Yes
Can a company be a data subject
No - only individuals can be data subjects
