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Questions and Answers
What is the earliest date a general meeting can be held if notice is emailed on Tuesday 5 January?
What is the earliest date a general meeting can be held if notice is emailed on Tuesday 5 January?
What percentage of shares is required for a majority consent to short notice?
What percentage of shares is required for a majority consent to short notice?
What qualifies as a substantial transaction according to the content?
What qualifies as a substantial transaction according to the content?
Who is considered connected to a director?
Who is considered connected to a director?
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What is needed for the board to enter into a substantial property transaction?
What is needed for the board to enter into a substantial property transaction?
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How can a company change its name?
How can a company change its name?
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What must be done after a company changes its registered name?
What must be done after a company changes its registered name?
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What percent of shares must a director or connected person own to fall under the definition of 'connected'?
What percent of shares must a director or connected person own to fall under the definition of 'connected'?
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What form must be sent to change a company's registered name?
What form must be sent to change a company's registered name?
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What is the time frame for sending the copy of the special resolution to the Registrar after amending the articles?
What is the time frame for sending the copy of the special resolution to the Registrar after amending the articles?
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What does a personal guarantee from a client imply?
What does a personal guarantee from a client imply?
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Which of the following is true regarding company secretaries?
Which of the following is true regarding company secretaries?
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What is true about a shareholder’s liability?
What is true about a shareholder’s liability?
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What can make directors personally liable for company debts?
What can make directors personally liable for company debts?
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What must be submitted with the application for registering a company?
What must be submitted with the application for registering a company?
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What must be done within 14 days of appointing a new director?
What must be done within 14 days of appointing a new director?
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Which statement is true regarding a director's personal interest in a resolution?
Which statement is true regarding a director's personal interest in a resolution?
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Which statement describes the legal personality of companies?
Which statement describes the legal personality of companies?
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What happens if a company does not adopt model articles?
What happens if a company does not adopt model articles?
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In a partnership where C retires, who remains liable for debts incurred before the retirement?
In a partnership where C retires, who remains liable for debts incurred before the retirement?
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Who owns a company’s assets in the context of legal personality?
Who owns a company’s assets in the context of legal personality?
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Under what circumstance can the provisions of MA 14 be disapplied?
Under what circumstance can the provisions of MA 14 be disapplied?
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What action is necessary when appointing a new director by board resolution?
What action is necessary when appointing a new director by board resolution?
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What happens if a partner acquires another partner's share without notifying suppliers?
What happens if a partner acquires another partner's share without notifying suppliers?
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If a supplier has been dealing with a partnership for several years, how does this affect liability after a partner retires?
If a supplier has been dealing with a partnership for several years, how does this affect liability after a partner retires?
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What does it mean if an action is ultra vires regarding a company employee's actions?
What does it mean if an action is ultra vires regarding a company employee's actions?
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What must be established for a partnership to be bound by a transaction entered into by a partner?
What must be established for a partnership to be bound by a transaction entered into by a partner?
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Under what condition can partners be held liable for debts incurred after their retirement?
Under what condition can partners be held liable for debts incurred after their retirement?
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What is required of the other party in the context of a partner's authority for the partnership to be bound?
What is required of the other party in the context of a partner's authority for the partnership to be bound?
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If a partner lacks actual authority but the other party believes they have it, what is the partnership's liability?
If a partner lacks actual authority but the other party believes they have it, what is the partnership's liability?
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Which of the following statements accurately reflects a principle of partnership liability?
Which of the following statements accurately reflects a principle of partnership liability?
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What is required for a partner to not be liable for debts incurred after retirement?
What is required for a partner to not be liable for debts incurred after retirement?
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What constitutes actual notice to a supplier regarding a partner's retirement?
What constitutes actual notice to a supplier regarding a partner's retirement?
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How are profits shared among partners in the absence of a specific agreement?
How are profits shared among partners in the absence of a specific agreement?
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What is one of the default provisions of the Partnership Act 1890 that partners can override?
What is one of the default provisions of the Partnership Act 1890 that partners can override?
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How do partners pay income tax on the partnership profits?
How do partners pay income tax on the partnership profits?
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What happens if actual notice is not given to a supplier regarding a retired partner?
What happens if actual notice is not given to a supplier regarding a retired partner?
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Which of the following statements about partners' tax obligations is true?
Which of the following statements about partners' tax obligations is true?
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What occurs if a partner knowingly continues to represent themselves as a partner after retirement?
What occurs if a partner knowingly continues to represent themselves as a partner after retirement?
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Study Notes
Company as a Business Medium
- Companies are separate legal entities meaning a shareholder is not liable for company debts, unless they are unpaid for their shares.
- Directors are not personally liable for company debts unless they have traded wrongfully.
- Directors may be personally liable for breaches of their director's duties, which can result in a court ordering a director to contribute to the company's assets.
- The memorandum of association must be submitted when registering a company.
- Companies may choose to adopt the model rules, otherwise articles of association must be submitted with the application for registering a company.
- Company assets are owned by the company itself.
Company Decision Making
- A general company meeting can be held no sooner than 22 days after directors email notice to all shareholders.
- A short notice meeting can be held on shorter notice if a majority in number of members, holding at least 90% of the shares, consent.
Substantial Property Transactions (SPT)
- An SPT involves a director, or someone connected to a director, buying or selling a property of substantial value (greater than £100,000 or greater than £5,000 and greater than 10% of company's net asset value) to or from the company in their personal capacity.
- A company can change its registered name through a special resolution or other methods outlined in its articles of association.
- A company can change its articles via a special resolution.
Conduct of Company Employee
- Conduct of a company employee may be ultra vires, but this conduct will still bind the company if the other party acted in good faith.
Appointing a Director
- A new director can be appointed by an ordinary resolution of the shareholders or by a board resolution.
- When a director is appointed, the relevant form AP01 must be sent to the Registrar of Companies within 14 days of the appointment
Director's Personal Interests
- A director with a personal interest in a transaction cannot be part of the quorum or vote on the transaction, even after declaring their interest.
- This rule can be disapplied by amending the Model Articles.
Partnerships
- If there is no partnership agreement, profits are shared equally among partners.
- Partners can agree to override the default provisions under the Partnership Act 1890.
- Partners pay income tax evenly on their total partnership income profits even if their share of capital and/or income is unequal.
- A partner will not generally be liable for debts incurred after their retirement unless they fail to give appropriate notice or knowingly hold themselves out as a partner after retirement.
- Partners are generally liable for debts and liabilities incurred after their retirement unless they have given appropriate notice as per the Partnership Act 1890.
- A partner who fails to give appropriate notice will remain liable even after their retirement.
- For a partnership to be bound by a transaction carried out by a partner, an objective test and subjective test must be met.
- The partner will still be liable for the debt if the objective and subjective tests are not met.
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Description
This quiz covers essential concepts of company law, focusing on the role of companies as separate legal entities and the implications for shareholders and directors. Understand the registration process, decision-making in meetings, and the liabilities incurred by directors. Test your knowledge on the key principles governing company operations.