BARQ LTD Company Incorporation

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Questions and Answers

Under the Companies Act 2006, what type of company is BARQ LTD incorporated as?

  • Private limited company (correct)
  • Public limited company
  • Limited liability partnership
  • Private company limited by guarantee

According to the document, where is the registered office of BARQ LTD located?

  • 71-75 Shelton Street, Covent Garden, London (correct)
  • Covent Garden, United Arab Emirates
  • 71-75 Shelton Street, Cardiff
  • Companies House, London

What does the document state regarding the liability of the shareholders of BARQ LTD?

  • Shareholders have unlimited liability.
  • Shareholders' liability is limited to a fixed amount as stated in the articles of association.
  • Shareholders' liability is limited to the amount unpaid on their shares. (correct)
  • Shareholders have no liability once the company is incorporated.

According to the 'Statement of Capital,' what is the currency of the shares of BARQ LTD?

<p>GBP (B)</p> Signup and view all the answers

According to the document, what is the nominal value of each share in BARQ LTD?

<p>£1 (D)</p> Signup and view all the answers

Based on the 'Persons with Significant Control (PSC)' statement, what can be inferred about the control of BARQ LTD at the time of incorporation?

<p>There is at least one person who counts as a Person with Significant Control. (D)</p> Signup and view all the answers

According to the document, what is Amged Elhag's nationality?

<p>Sudanese (A)</p> Signup and view all the answers

What is the stated purpose for which the subscribers confirm the company has been formed?

<p>For lawful purposes. (A)</p> Signup and view all the answers

What confirmation is made in the 'Statement of Compliance'?

<p>That the requirements of the Companies Act 2006 as to registration have been complied with. (B)</p> Signup and view all the answers

According to the 'Memorandum of Association', what does each subscriber agree to?

<p>To form a company under the Companies Act 2006 and become a member of the company, taking at least one share. (A)</p> Signup and view all the answers

According to the Articles of Association, unless the context requires otherwise, what does the term 'articles' refer to?

<p>The Company's articles of association (C)</p> Signup and view all the answers

According to the Articles of Association, under which circumstance the shareholders of the company, may direct the directors to take or refrain from taking, specified action?

<p>By special resolution (A)</p> Signup and view all the answers

According to the Articles, what is the general rule regarding decisions made by the directors?

<p>Decisions must be either a majority decision at a meeting or a unanimous decision. (D)</p> Signup and view all the answers

According to the Articles of Association, what is required for a director to participate in a director's meeting?

<p>The meeting must be called in accordance with the articles, and they can communicate any information or opinions on any particular item of the business of the meeting. (D)</p> Signup and view all the answers

According to the document, if the chairman is not participating within ten minutes of the start time of a directors' meeting, what should happen?

<p>The participating directors must appoint one of themselves to chair it. (C)</p> Signup and view all the answers

According to the article about conflicts of interest, under what condition is a director, who is interested in an actual or proposed transaction with the Company, counted as participating in the decision-making process for quorum or voting purposes?

<p>When the director's interest cannot reasonably be regarded as likely to give rise to a conflict of interest (D)</p> Signup and view all the answers

How long must the directors ensure that the Company keeps a record of every unanimous or majority decision taken by the directors?

<p>10 years (B)</p> Signup and view all the answers

According to the Articles of Association, what is the minimum number of directors that BARQ LTD must have?

<p>1 (C)</p> Signup and view all the answers

According to the Articles of Association, under what condition may a person cease to be a director?

<p>If a bankruptcy order is made against that person (D)</p> Signup and view all the answers

What does the document state regarding the restriction on the issuance of shares?

<p>No share is to be issued for less than the aggregate of its nominal value and any premium to be paid to the Company in consideration for its issue. (D)</p> Signup and view all the answers

Subject to the Articles of Association, which of the following is true regarding the redemption of company shares?

<p>The company may issue shares which are to be redeemed, or are liable to be redeemed at the option of the Company or the holder, and the directors may determine the terms, conditions and manner of redemption of any such shares. (A)</p> Signup and view all the answers

In the Articles, what determines whether a vote at a general meeting is decided on a show of hands or by poll?

<p>Whether a poll is duly demanded and acted upon. (C)</p> Signup and view all the answers

What condition apply to Proxy notices to validly appoint proxies?

<p>All of the above (D)</p> Signup and view all the answers

According to the Articles, what should the company do if it wants to conduct non-cash distribution?

<p>Decide to pay all or part of a dividend or other distribution payable in respect of a share by transferring non-cash assets of equivalent value. (C)</p> Signup and view all the answers

How a poll is requested or demanded at a general meeting:

<p>All of the above (D)</p> Signup and view all the answers

According to the Articles, how can a director's appointment be terminated?

<p>If a doctor states that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months; or notification is received from the director. (B)</p> Signup and view all the answers

According to the document, can a shareholder or any person to an ordinary resolution propose an amendment during a general meeting?

<p>A shareholder or any person can propose an ordinary resolution to be proposed at a general meeting, if notice of the proposed amendment is given to the Company in writing by a person entitled to vote (D)</p> Signup and view all the answers

Flashcards

Certificate of Incorporation

A document certifying the legal creation of a company.

Private Limited Company

A company where the liability of members is restricted to the amount unpaid on shares.

Company Number

The official registration number assigned to each company.

Registered Office

The office where official company documents can be served.

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Directors' General Authority

A director's responsibility to manage a company's business.

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Shareholders' Reserve Power

Powers retained by shareholders to direct directors' actions.

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Directors May Delegate

Allowing directors to delegate their powers to others.

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Unanimous Decisions

A decision where all eligible directors agree on a matter.

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Quorum for Directors’ Meetings

The minimum number of directors required to make decisions at a meeting.

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Fully Paid Shares

Shares where the nominal value and premium have been fully paid.

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Transmittee

A person entitled shares due to death or bankruptcy of a shareholder.

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Capitalisation of Profits

The process of converting profits into capital.

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General Meeting

A meeting where all members of a company are invited to participate.

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Quorum for General Meeting

The number of members that must be present for a general meeting to proceed.

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Proxy

Authorizing someone to represent you and vote on your behalf at a meeting.

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Proxy Notice

A document granting someone authority to represent you at a meeting.

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Revoking a Proxy

An act to cancel or revoke a proxy notice.

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Amendments to Resolution

The ability to modify resolutions at a general meeting.

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Means of Communication

Specifies how communications should be delivered

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Company Seal

A distinctive emblem used by a company for authentication.

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Indemnity

Indemnifying a relevant director out of the Company's assets

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Insurance

Purchasing and maintaining insurance for the benefit of any relevant director

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Study Notes

  • The Registrar of Companies for England and Wales certifies the incorporation of BARQ LTD.
  • BARQ LTD is incorporated under the Companies Act 2006 as a private company limited by shares, with its registered office in England and Wales
  • The company was incorporated on June 14, 2024, at Companies House, Cardiff.
  • The company number for BARQ LTD is 15777868.

Key Dates

  • Received for filing in electronic format on: 11/06/2024
  • Date of incorporation: 14th June 2024

Company Details

  • Company Name in full: BARQ LTD
  • Company Type: Private company limited by shares
  • Situation of Registered Office: England and Wales
  • Proposed Registered Office Address: 71-75 SHELTON STREET, COVENT GARDEN, LONDON, UNITED KINGDOM WC2H 9JQ

SIC Codes

  • 62012
  • 62020
  • 62090
  • 63120

Proposed Officers

  • Company Director: MR AMGED ELHAG
  • Type: Person
  • Service Address: 71-75 SHELTON STREET, COVENT GARDEN, LONDON, UNITED KINGDOM WC2H 9JQ
  • Country/State Usually Resident: UNITED ARAB EMIRATES
  • Date of Birth: Month and day hidden /09/2004
  • Nationality: SUDANESE
  • Occupation: DIRECTOR

Statement of Capital (Share Capital)

  • Class of Shares: ORDINARY
  • Currency: GBP
  • Number Allotted: 10
  • Aggregate Nominal Value: 10
  • Full rights to receive notice of, attend and vote at general meetings with one share carrying one vote, and full rights to dividends and capital distributions.

Statement of Capital (Totals)

  • Total Number of Shares: 10
  • Total Aggregate Nominal Value: 10
  • Total Aggregate Unpaid: 10

Initial Shareholdings

  • Name: AMGED ELHAG
  • Address: 71-75 SHELTON STREET, COVENT GARDEN, LONDON, UNITED KINGDOM, WC2H 9JQ
  • Class of Shares: ORDINARY
  • Number of Shares: 10
  • Currency: GBP
  • Nominal Value of Each Share: 1
  • Amount Unpaid: 1
  • Amount Paid: 0

Person with Significant Control

  • Statement of initial significant control: someone will count as a Person with Significant Control in relation to the company upon incorporation.
  • Name: AMGED ELHAG
  • Country/State Usually Resident: UNITED ARAB EMIRATES
  • Date of Birth: Month and day hidden /09/2004
  • Nationality: SUDANESE
  • Service Address: 71-75 SHELTON STREET, COVENT GARDEN, LONDON, UNITED KINGDOM WC2H 9JQ
  • Nature of control: The person holds, directly or indirectly, 75% or more of the shares and voting rights in the company and has the right to appoint or remove a majority of the board of directors.

Compliance

  • Subscribers confirm the company has been formed for lawful purposes and the requirements of the Companies Act 2006 have been compiled with.
  • Memorandum of Association of BARQ LTD: Each subscriber wishes to form a company under the Companies Act 2006 and agrees to become a member and take at least one share.

Articles of Association of the company

  • Regulations contained in the Model Articles for Private Companies Limited by set out in Schedule 1 of The Companies (Model Articles) Regulations 2008 (SI 3229/2008), do not apply to the Company.
  • The liability of shareholders is limited to the amount, if any, unpaid on the shares held by them.
  • The general rule about decision-making by directors is that any decision of the directors must be either a majority decision at a meeting or a decision taken in accordance with article 8.

Directors

  • Subject to the articles, directors participate in a directors' meeting, or part of a directors' meeting, when:
  • the meeting has been called and takes place in accordance with the articles, and
  • they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting.
  • At a directors' meeting, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting.
  • There shall be no maximum number of directors and the minimum number of directors shall be one. Whenever the Company has two or more directors, at least one of them shall be a natural person

Shares

  • Shares may be transferred by means of an instrument of transfer in any usual form or any other form approved by the directors, which is executed by or on behalf of the transferor.
  • Company may purchase its own shares with cash amount in a financial year not exceeding the lower of: £15,000 or the value of 5% of the Company's share capital

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