A promise by a person to assume a debt obligation in the event of non payment by the borrower
2 of 28
What is the veil of incorporation
A veil drawn between the members and the company separating them for the purposes of liability and identification
3 of 28
When might the courts lift the veil
To produce a tax liability
To give entitlement to compensation
To prevent evasion of excise duty
To expose illegality
Quasi-Partnership
Where the company is a sham
4 of 28
When is the veil lifted by statute
Where a director is disqualified
Fraudulent or wrongful trading
Trading without a certificate
5 of 28
Who is liable for a companies debts if a director is disqualified
The director and the company will be jointly or severally liable
6 of 28
How can a company go from limited to unlimited
With consent of all member
7 of 28
How can a company go from unlimited to limited
By special resolution
8 of 28
Can a company limited by shares become limited by guarantee or vice versa
No
9 of 28
What is the minimum share capital
£50,000 for public companies, no minimum for private companies
10 of 28
How many directors must a company have
Public company - two
Private company - one
11 of 28
Which companies must hold an AGM
Public companies
12 of 28
What documents must be sent to the Registrar of Companies to form a company
Memorandum of association
Application form
Statement of capital
Statement of guarantee
Statement of proposed officers
Statement of compliance
13 of 28
If a public company does to obtain a trading certificate within what timeframe will they have to wind up
One year
14 of 28
What are the benefits of buying an 'off the self' company
It is quicker
It avoids any liability from pre-incorporation contracts
15 of 28
What is a promoter
A person who takes the procedural steps to get a company incorporated, including anyone who makes business preparations
16 of 28
Can a promotor keep any profits
They can keep legitimate profits if they disclose them and the company agrees
Any wrongful profits can be taken back by the company
17 of 28
Can a company ratify a pre-incorporation contract
No since the company did not exist at the time the contract was made
18 of 28
Can international be used in a companies name
Yes if approved by the Secretary of State but the size of the company must match its pretensions
19 of 28
How can a company change its name
By passing a special resolution and notifying the Registrar
20 of 28
Does a company have the produce its own articles
No model articles can be used if none are supplied
21 of 28
How may a company normally alter its articles
By special resolution
22 of 28
What company records must be kept
A register of members
A register of directors & company secretaries
A register of people with significant control
Directors residential addresses
Directors service contracts & indemnity provisions
Records of resolutions & minutes of meetings
Directors sta
23 of 28
What does the Registrar of Companies keep for every company
Certificate of incorporation
Trading certificate
Certificates of registration of charges
Documents delivered in accordance with any statutory provision e.g. annual accounts
24 of 28
How often must a confirmation statement be sent
Every twelve months
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What is a micro company
Turnover less than 632k
Balance sheet less than 316k
Employees less than 10
26 of 28
What is a small company
Turnover less than 10.2m
Balance sheet less than 5.1m
Employees less than 50
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What is a medium company
Turnover less than 36m
Balance sheet less than 18m
Employees less than 250
28 of 28
Other cards in this set
Card 2
Front
What is a personal guarantee
Back
A promise by a person to assume a debt obligation in the event of non payment by the borrower
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