Company Law W1

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Which ONE of the following correctly represents the characteristics of an LLP?

The LLP is a separate legal entity and enters into contracts on its own behalf. All partners have limited liability. An LLP is a better structure for investment than a traditional partnership as it can issue shares and therefore attract investment.

The LLP is a separate legal entity and enters into contracts on its own behalf. All partners have limited liability. Only professional firms such as law firms and accountancy firms may become LLPs.

The LLP is a separate legal entity and enters into contracts on its own behalf. All partners have limited liability. LLPs must be registered at Companies House and must submit annual accounts. (correct)

The LLP is a separate legal entity and enters into contracts on its own behalf. All partners have limited liability. Although LLPs must be registered at Companies House there are no further filing requirements for LLPs.

Which ONE of the following is correct in relation to a traditional partnership?

A partnership is formed when two or more persons sign a Partnership Agreement.

In the absence of an express written Partnership Agreement, the Partnership Act 1890 provides that all profits are shared equally, partners are jointly and severally liable for debts of the partnership and all partners can participate in management.

Under the Partnership Act 1890, in the absence of express agreement, partners will cease to be liable for debts incurred by the partnership at a time when they were partners once they leave the partnership.

In the absence of express agreement, the Partnership Act 1890 provides that all profits are shared equally, partners are jointly and severally liable for debts of the partnership and all partners can participate in management. (correct)

Which ONE of the following is correct?

A partnership can be described as two or more people forming an intention to work together with a view to profit.

A sole trader requires a certificate of incorporation to start trading.

LLPs are required to file annual accounts at Companies House. (correct)

A limited partnership can be formed without any required formalities.

Which ONE of the following is correct?

Directors of a company can also be shareholders in the same company. Signup and view all the answers

Jason, Kim and Sophia have set up a brand consultancy business (Branded). The business is doing well and they now are looking to expand. They have a number of family members and friends who are willing to invest in the business. They seek your advice as to whether to incorporate the business as a private limited company. Which of the following is correct?

A key advantage of incorporation is that shareholders are able to invest in shares in the company with their liability being limited to the amount unpaid on their shares (if any). Signup and view all the answers

Which ONE of the following is correct in relation to a listed company?

A listed company is a public limited company whose shares are listed on a regulated investment exchange such as the London Stock Exchange. Signup and view all the answers

Which ONE of the following is correct in relation to the company's articles of association?

The articles take effect as a contract between the company and its members and between the members themselves. Signup and view all the answers

Which one of the following correctly states the position with regards to provisions in the Memorandum restricting the objects of companies formed under the Companies Act 1985?

Any restrictions in the Memorandum of companies incorporated under the 1985 Act take effect as if they were contained in the Articles and are binding until the Articles are amended or new Articles adopted. Signup and view all the answers

Which one of the following correctly describes the position of the objects clause (the clause setting out the purposes for which the company was formed) of companies incorporated under the Companies Act 2006?

Companies formed under CA 2006 have unrestricted objects, unless a specific restriction is inserted into the company's articles. Signup and view all the answers

When incorporating a company from scratch, which one of the following correctly states the documents that must be filed at Companies House?

The Memorandum, Articles of Association (unless Model Articles are used without amendment), fee and form IN01. Signup and view all the answers

When does a company become a legal entity?

From the date of incorporation as set out on the certificate of incorporation. Signup and view all the answers

Your client has purchased a shelf company which has been incorporated with Model Articles and seeks your advice as to how to effect a change of name of the company. Which one of the following is correct in relation to the procedure required to change the name of the company?

A special resolution of the shareholders is required. Signup and view all the answers

What is the 'nominal value' of a share?

The minimum subscription price for that share. Signup and view all the answers

What is the 'issued share capital' of a company?

The total amount in value (nominal and premium) of all shares in issue at that time. Signup and view all the answers

Which one of the following would be a Person with Significant Control in relation to a company?

A shareholder who holds 30% of the voting share capital of the company. Signup and view all the answers

What is the meaning of “quorum” for a board or general meeting?

The minimum number of people that must be present for the meeting to be valid. Signup and view all the answers

Which of the following correctly sets out the thresholds for ordinary and special resolutions of the shareholders?

An ordinary resolution is passed by more than 50% of the votes. A special resolution is passed by 75% or more of the votes. Signup and view all the answers

Which ONE of the following is correct ?

The chairman has a casting vote under MA 13, but this may be removed. The chairman is chosen by the board of directors. Signup and view all the answers

Bill, Paul, Simon and Ben are all shareholders of Magic Music Limited (‘Magic’). They have recently decided to rebrand Magic as they feel that the company’s name is outdated. As part of the rebranding they will need to change Magic’s name. They each hold the following number of shares in Magic:

Bill - 28 shares

Paul - 48 shares

Simon - 20 shares

Ben - 4 shares

Magic’s Articles of Association do not deal with changes to Magic’s name and Magic intends to deal with the change of name at a forthcoming GM. Which ONE of the following statements is correct?

On a poll the resolution could be passed if only Bill and Paul voted in favour of it. Signup and view all the answers

Major decisions affecting the company (such as the power to remove a director and the power to change the company’s name) will be taken by which ONE of the following?

The shareholders Signup and view all the answers

Which of the following correctly represents the documents that must be filed at Companies House when a company votes to amend its articles?

Copy of a special resolution, copy of the amended articles. Signup and view all the answers

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Questions and Answers

Which ONE of the following correctly represents the characteristics of an LLP?

Which ONE of the following is correct in relation to a traditional partnership?

Which ONE of the following is correct?

Which ONE of the following is correct?

Which ONE of the following is correct in relation to a listed company?

Which ONE of the following is correct in relation to the company's articles of association?

Which one of the following correctly states the position with regards to provisions in the Memorandum restricting the objects of companies formed under the Companies Act 1985?

Which one of the following correctly describes the position of the objects clause (the clause setting out the purposes for which the company was formed) of companies incorporated under the Companies Act 2006?

When incorporating a company from scratch, which one of the following correctly states the documents that must be filed at Companies House?

When does a company become a legal entity?

Your client has purchased a shelf company which has been incorporated with Model Articles and seeks your advice as to how to effect a change of name of the company. Which one of the following is correct in relation to the procedure required to change the name of the company?

What is the 'nominal value' of a share?

What is the 'issued share capital' of a company?

Which one of the following would be a Person with Significant Control in relation to a company?

What is the meaning of “quorum” for a board or general meeting?

Which of the following correctly sets out the thresholds for ordinary and special resolutions of the shareholders?

Which ONE of the following is correct ?

Major decisions affecting the company (such as the power to remove a director and the power to change the company’s name) will be taken by which ONE of the following?

Which of the following correctly represents the documents that must be filed at Companies House when a company votes to amend its articles?

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