SQE 1 crib sheet Flashcards
initial investment amount for PLC?
(i.e. authorised minimum allotted share capital)
£50,000
at what point is LLP formed?
when CH issues certificate of incorporation
filing charge at Companies House, how many days to file?
21 days from creation of charge
filing charge at Companies House, what to file?
statement of particulars
certified copy of instrument creating charge
fee
CVA/ IVA: who needs to approve and what %?
75% unsecured creditors by value must approve
rate of VAT?
20%
SBTs: threshold for substantial value?
under £5000 not substantial
£5000- £100K; if over 10% of net assets = substantial
over 100% always substantial
SBT: test for ‘interested person’ / person connected with a director
Interested person/ person connected with the director is someone with more than 20% of shares/ voting power
i.e. ‘person connected with director’
SBT: what family members count as person connected with director?
child, spouse, co-habiting partner, co-habiting partner/ co-habiting partner’s minor children, parents
Substantial property transaction: what are the four components?
1) a director, in their personal capacity, or someone connected with a director
2) buys from or sells to the company
3) a non-cash asset
4) of substantial value.
amending the articles: what must be filed at the Registrar of Companies following adoption of new articles(s) and what are relevant time limits
- Copy of the amended article(s) within 15 days
- Copy of the special resolution to amend the articles within 15 days of the resolution being passed.
corporation tax rates from 1 April 2023?
Taxable profits up to £50,000 is 19%
Taxable profits between 50%,000 and £250,000 is marginal rate
More than £250,000 is 25% on ALL taxable profits
Individual bankruptcy: what are the 3 tests?
- statutory demand for liquidated sum of £5000 plus wait 3 weeks to see if debtor pays or applies to court to set aside
- statutory demand for future liability of £5000 and wait three weeks to see if debtor shows reasonable prospect paying OR applies to court to set aside
- obtain court judgement for debt of £5000 or more, and attempt execution of judgement without success
Company insolvency: 4 tests?
- creditor served statutory demand for £750 and company has not paid within 21 days
- creditor obtains judgement against company, has tried to enforce but debt still not paid in full/part
- cash flow test
- balance sheet test
Criteria for calling a poll vote under the Model Articles?
(4 options)
Under MA 44(2), a poll vote may be demanded by:
1) the chair of the meeting;
2) the directors;
3) two or more persons having the right to vote on the resolution; or
4) person/persons representing not less than 10% of the total voting rights of all the shareholders having the right to vote on the resolution.
relief on replacement of business assets ‘rollover relief’– when does it apply?
asset owned by:
-a sole trader/partnership/individual partner if use the asset in their trade
OR
- individual shareholder AND asset used in the trade of the company AND company is ‘personal company’ i.e. 5% voting shares in the company.
rollover relief on incorporation of business: conditions for relief to apply?
1) The business must be transferred as a going concern
2) ALL shares issued by the company. E.g. if consideration only 25%, then only 25% of the gain could be rolled over.
3) business transferred with ALL its assets (except cash)
what you can NOT deduct to reduce the size of a capital gain?
Cannot deduct insurance costs, maintenance or repair costs
are shares a qualifying asset for rollover relief of business assets?
no
Patent Court jurisdiction to hear claim over what value?
£500,000
judicial review: when is the time limit six weeks?
Planning Act / planning permission
business asset disposal relief: three requirements
- over 5% shares
- currently officer/ employee
- 2 years prior to disposal
Young v Bristol Aeroplane rule– when can CoA (or High Court in its function as an appellate court) depart from its previous decision?
(3 ways)
- conflicts with another decision; or
- has been implicitly overruled by the Supreme Court; or
- was made per incuriam, ie through carelessness.
Takeover exclusion rules
1) shares are 50% of the voting shares in the body corporate AND
2) the acquisition or disposal is between parties each of whom is a body corporate, a partnership, a single individual or a group of connected individuals.
*for the 50% can add together shares already owned and the ones to be acquired
Now that we’ve left the EU, the European Union (Withdrawal) Act 2018 excludes what principle?
principle of state liability
rules for trustee exclusion?
cannot be remunerated in addition to the remuneration ordinarily received as a trustee
does NOT apply to contracts of insurance/ taking up or pursuing insurance distribution
have to be acting AS trustee, not FOR a trustee (but does still apply if a member of a firm is trustee but activity is carried out by other members of the firm)
For managing and safeguarding, the exclusion is also not available if the solicitor holds themselves out as providing a service comprising managing or safeguarding.
ECHR: Primary and secondary legislation must be interpreted in accordance with Convention rights in what way?
‘in so far as is possible to do so’
applies to legislation passed both before/ after coming into force of the HRA 1998
are UK counts bound by judgements of the ECtHR?
they must ‘take into account’ ECtHR judgements but are not bound by them.
what resolution is required to disapply pre-emption rights?
special resolution
what kind of contracts bind minors?
Contracts for necessaries: this includes
necessary goods/services AND contracts of service for the minor’s benefit
another phrase for debt action?
action for an agreed sum
how to calculate net current assets?
(current assets) minus (current liabilities)
how to calculate net assets?
(fixed and current assets) minus (current and long-term liabilities)
short notice for general meeting? requirements
90% of voting rights for private company + majority of the no. of shareholders e.g. 3 out of 4
95% voting rights for public company (except for AGM which required unanimity) + majority of number of shareholders.
business asset disposal relief (different from business property relief that’s for IHT)
3 conditions
- 5% shares
- officer/ employee
- 2 years
what does limited liability mean?
Each shareholder’s liability for the company’s debts is limited to the amount (if any) unpaid on his shares.
what kind of resolution to remove director, and what kind of notice?
on receipt of a notice of an intended resolution to remove a director, what should happen?
ordinary resolution; special notice
copy of the notice be sent to the director forthwith
what does AIA apply to?
new, second-hand and refurbished plant and machinery, cap of 1 million; companies AND unincorporated businesses
what kind of businesses can full expensing apply to?
companies only
can you claim damages for innocent misrepresentation?
no
may be able to rescind contract if rescission not barred
how does a poll vote work?
one vote per share but out of the people who turn up at the general meeting
who can order poll vote
can be requested by:
chair of meeting
directors
person(s) having 10% or more of total voting rights
when can shareholder NOT vote at shareholders’ meeting?
only when they’re also a director and the vote is about ratification of a breach they did as director
otherwise, shareholder CAN vote in their own interest
can a director vote in board meeting re their own interest?
Unless MA14 is misapplied, no they cannot vote or count in the quorum.