Company Law Letterheads and Dividends Quiz

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Questions and Answers

Which element is mandatory on a company's letterhead according to UK regulations?

  • The logo of the company
  • The full names of all employees
  • The business telephone number
  • The registered number of the company (correct)

Which information must be included on a partnership's letterhead?

  • The partnership's financial statements
  • The name of the partnership (correct)
  • The registered name of each partner
  • The partnership's registered number

What is required if a company wants to change its name as per UK regulations?

  • A special resolution from its members (correct)
  • A simple agreement among partners
  • Approval from the director's board
  • A notice to the registered office

What must a sole trader include on their letterhead if their business name differs from their real name?

<p>Their real name (A)</p> Signup and view all the answers

In relation to company letterheads, which of the following statements is true?

<p>Every director must be listed if directors are included. (D)</p> Signup and view all the answers

Which of the following statements about shareholder dividends is true?

<p>Dividends must be paid from available profits. (C)</p> Signup and view all the answers

What is required for a company to lawfully distribute dividends?

<p>There must be sufficient accumulated realized profits. (B)</p> Signup and view all the answers

What is true about the voting process concerning dividend approval?

<p>A smaller dividend than recommended can be approved by shareholders. (D)</p> Signup and view all the answers

What is a characteristic of cumulative preferred shares?

<p>The accumulated preference is carried forward if not paid in a particular year. (C)</p> Signup and view all the answers

Which of the following scenarios would result in unlawful dividends?

<p>Distributing dividends from funds that are not accumulated realized profits. (C)</p> Signup and view all the answers

What is required for a court to accept a derivative claim against a director?

<p>A prima facie case must be established for the relief sought. (B)</p> Signup and view all the answers

Under what condition can minority shareholders seek a remedy for unfair prejudice?

<p>When they are excluded from decision-making processes. (D)</p> Signup and view all the answers

What may happen to damages recovered in a derivative claim?

<p>They belong to the company itself. (D)</p> Signup and view all the answers

What records can shareholders inspect related to their rights?

<p>Service contracts of directors and the register of members. (C)</p> Signup and view all the answers

Which statement about annual meetings is accurate?

<p>Public companies are mandated to hold annual shareholders' meetings. (C)</p> Signup and view all the answers

What is required for a company to change its name?

<p>A special resolution with a 75% vote (B)</p> Signup and view all the answers

When must a company file changes affecting information at Companies House?

<p>Within 14 days of the resolution (B)</p> Signup and view all the answers

What empowers directors to allot additional shares without restriction?

<p>Having only one class of shares and no restrictions in the articles (D)</p> Signup and view all the answers

What happens to the amount received above the nominal value of shares during allotment?

<p>It is added to the company's share capital as a premium. (C)</p> Signup and view all the answers

What constitutes part of a company's share capital?

<p>Money paid by subscribers for their agreed shares (A)</p> Signup and view all the answers

Which of the following statements correctly describes the pre-emption right during additional share issuance?

<p>Existing shareholders must be given a notice period of at least 14 days to accept the newly issued shares. (B)</p> Signup and view all the answers

What is required for directors to issue additional shares if restrictions exist?

<p>An ordinary resolution from existing shareholders (A)</p> Signup and view all the answers

What is a characteristic of the borrowing powers of directors under model articles?

<p>Directors' authority includes deciding on borrowing amounts on behalf of the company. (B)</p> Signup and view all the answers

In the context of share transfers, what limitation is generally imposed according to company articles?

<p>Share transfers are subject to the company's articles, which may impose specific conditions. (C)</p> Signup and view all the answers

Which statement about issuing shares for non-cash considerations is accurate?

<p>Pre-emption rights are not applicable in this scenario. (D)</p> Signup and view all the answers

What is the minimum duration for which minutes from all general shareholders' meetings must be kept?

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

Which of the following companies is required to submit an annual directors' report?

<p>A company with 60 employees and a turnover of £12 million (A)</p> Signup and view all the answers

How long after the relevant accounting period do private companies have to send their accounts to Companies House?

<p>9 months (C)</p> Signup and view all the answers

What must accompany the accounts submitted by companies to show a true and fair view?

<p>A balance sheet and a profit and loss statement (C)</p> Signup and view all the answers

What is the consequence of failing to submit an annual confirmation statement within the specified timeframe?

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

What is the main feature of a secured loan?

<p>The lender can take collateral if the loan is not repaid. (B)</p> Signup and view all the answers

Which statement accurately describes a fixed charge?

<p>It allows the charge holder to sell the asset if the loan is not repaid. (C)</p> Signup and view all the answers

In the context of charges and mortgages, which one takes priority over others?

<p>A fixed charge created first will take priority over a floating charge created later. (A)</p> Signup and view all the answers

What does a debt security represent for a company?

<p>A document that proves a loan made to the company. (B)</p> Signup and view all the answers

Under the Companies Act 2006, what is a requirement for company registers?

<p>They must be available for public inspection for a fee. (A)</p> Signup and view all the answers

When is corporation tax applied to a company's profits?

<p>As soon as the profits are earned, irrespective of distribution. (A)</p> Signup and view all the answers

What is the main difference between a fixed charge and a floating charge?

<p>Fixed charges apply to assets that remain constant while floating charges apply to assets that change. (D)</p> Signup and view all the answers

What is a notable feature of a mortgage as a secured loan?

<p>It requires that the asset title is transferred to the lender. (B)</p> Signup and view all the answers

What is the maximum time frame within which directors must call a meeting requested by shareholders representing at least 5% of the paid-up voting capital shares?

<p>21 days (D)</p> Signup and view all the answers

Which of the following is NOT a requirement for the notice given for a general meeting of shareholders?

<p>Company financial statement summary (B)</p> Signup and view all the answers

How many extra days are added for deemed delivery when notice is posted to shareholders?

<p>2 days (A)</p> Signup and view all the answers

To hold a general meeting of a public company with shorter notice than required, what percentage of shareholders must agree?

<p>90% (A)</p> Signup and view all the answers

How many clear days must a company provide notice before holding a general meeting?

<p>14 clear days (B)</p> Signup and view all the answers

What is the correct sequence of procedures requiring both director and shareholder approval?

<p>Board resolution, call meeting or written resolution, shareholders vote. (D)</p> Signup and view all the answers

Which of the following matters does NOT require shareholder approval by ordinary resolution?

<p>Approval of legal restructuring. (D)</p> Signup and view all the answers

In what circumstance is a board resolution needed following shareholder approval?

<p>To approve entering into a contract related to the approved resolution. (D)</p> Signup and view all the answers

Which situation would require shareholder approval due to the director's personal interest?

<p>Transacting substantial property involving a director's personal assets exceeding £100,000. (C)</p> Signup and view all the answers

Which statement accurately describes a written resolution?

<p>It is simply an ordinary or special resolution passed outside a meeting. (D)</p> Signup and view all the answers

What is the minimum number of shareholders required to establish a quorum at a shareholder meeting?

<p>Two shareholders are needed unless there is only one shareholder. (A)</p> Signup and view all the answers

Which type of resolution requires approval from 75% or more of the members present at the meeting?

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

What voting method can be requested by a group of five or more shareholders?

<p>Poll Vote (D)</p> Signup and view all the answers

Under what condition can written resolutions be utilized?

<p>For both ordinary and special resolutions. (D)</p> Signup and view all the answers

What is the maximum time frame for a written resolution to remain valid after circulation?

<p>28 days (A)</p> Signup and view all the answers

What voting basis is used for passing written resolutions?

<p>Based on all shareholders entitled to vote. (C)</p> Signup and view all the answers

Who can require the directors to circulate a resolution?

<p>Shareholders holding at least 5% of voting rights. (C)</p> Signup and view all the answers

What is the standard voting method employed in shareholder meetings?

<p>Show of hands with one vote per shareholder. (A)</p> Signup and view all the answers

Flashcards

Shareholders

Individuals who invest in a company by purchasing shares and are entitled to a share of the company's profits.

Dividends

Payments made to shareholders from the company's profits.

Preference Shares

Shares that guarantee a fixed dividend payment before dividends are paid to common shareholders.

Cumulative Preferred Shares

Dividends that accumulate if they are not paid in a particular year and must be paid in the future, even if there are no current profits.

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Auditing

A process where an independent auditor reviews a company's financial records to ensure their accuracy and compliance with legal requirements.

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Company Letterhead

A legally registered company's formal stationery, essential for business communications. It must include the company's name, registered address, UK registration location, and registered number.

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Partnership Letterhead

A partnership's letterhead must include the partnership name, the names of all partners, and the partnership's business address.

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Sole Trader Letterhead

A sole trader's letterhead must display their business name, real name if different, and the business address.

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Change of Company Name

A legal change involving a new name for a registered company. This requires a specific formal vote, showing a majority agreement from the company's shareholders.

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Listing Company Directors on Letterhead

Every director of a company must be listed on the company's letterhead if the company chooses to include directors.

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Full Value Payment

The amount shareholders must pay per share when they are initially issued by the company.

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Nominal/Par Value

The minimum value assigned to a share, which is recorded as part of the company's capital.

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Premium

The amount paid for a share exceeding the nominal value, recorded separately as a surplus.

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Pre-emption Right

The right of existing shareholders to buy new shares proportionally to their existing holdings before they are offered to the public.

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Unsecured Loan

A loan where the lender relies only on the borrower's promise (contract) to repay the money.

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Derivative Claim

A legal action brought by a shareholder on behalf of the company against its directors for breach of duty.

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Best Interest of the Corporation

The court will only allow a derivative claim if the shareholder proves the action is in the best interest of the company.

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Shareholder Right to Inspect Records

Shareholders have the right to inspect company records relevant to their interests, like service contracts of directors or the register of members.

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Annual Shareholders' Meeting (Public Companies)

Public companies are legally required to hold an annual meeting for shareholders to discuss company matters.

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Meetings in Private Companies

Private companies are not required to hold annual meetings, but can hold general meetings as needed.

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Mortgage

A type of secured loan taken over high-value assets (e.g., land, buildings, machinery). Title to the asset securing the loan is transferred to the lender (mortgagee), who is granted the right to take possession in case of default.

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Fixed Charge

A loan secured by an interest in an asset the company will hold for a long time (e.g., machinery, shares). This allows the charge holder to sell the asset if the company defaults on the loan.

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Floating Charge

A loan secured by an interest in a group of assets that change regularly (e.g., inventory). The charge crystallizes on the assets on hand if the company defaults on the secured loan.

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Registration of Charges and Mortgages

Charges and mortgages against company assets must be registered at Companies House within 21 days of their creation.

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Priority Rules for Charges and Mortgages

Fixed charges over the same asset take priority in date order of their creation. Floating charges over the same assets also take priority in date order of their creation. A registered floating charge will take priority over an unregistered fixed charge. A fixed charge will take priority over a floating charge even if the floating charge was created before the fixed charge.

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Debt Security

A document evidencing a loan made to a company; conceptually, an IOU. It is not secured.

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Corporation Tax

A company pays corporation tax on its profits.

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Annual Confirmation Statement

A legal document that confirms the information about a company held by Companies House is up-to-date.

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Register of People with Significant Control (PSC)

A record that must be kept by companies to provide details of individuals who have significant control over the company's operations.

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Strategic Report

A report that must be filed by companies with a turnover of £10 million or more detailing the company's performance and the directors' performance.

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Special Resolution

A shareholder resolution that needs at least a 75% majority vote to be approved. These resolutions are critical for major company decisions.

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Company Subscribers

These are the people who agree to buy shares when the company forms, providing the initial capital. They become the company's first shareholders.

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Company Share Capital

The funds raised from selling shares initially or during future issues. It's a core part of the company's financial structure and can't be returned to shareholders.

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Allotting Additional Shares

Shares issued to raise additional funds beyond the initial capital. Directors usually need shareholder approval to allot these shares.

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Resolving to Allot Additional Shares

The process of directors resolving to issue additional shares. This involves determining the price and quantity of shares to be allotted.

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Double Approval Resolution

A resolution that has been approved by both the board of directors and the shareholders of a company.

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Substantial Property Transaction (SPT)

A transaction involving significant assets of a company, requiring approval from shareholders if a director has a personal interest.

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Ordinary Resolution

A type of shareholder resolution that requires a simple majority vote.

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Who can call a shareholder meeting?

Directors can call a meeting on their own, or shareholders representing at least 5% of the voting shares can request one.

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How soon must a shareholders' requested meeting be held?

If shareholders request a meeting, directors must call it within 21 days, and the meeting must be held within 28 days.

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Who needs to be notified about a shareholder meeting?

Notices must be given to all shareholders, representatives of deceased shareholders, and trustees of bankrupt shareholders.

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What information must be included in a shareholder meeting notice?

The notice must include the company name, time, date, place of the meeting, general business, proxy appointment rights, and full text of special resolutions.

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How many days' notice is required for a shareholder meeting?

Notice must be given at least 14 clear days before the meeting. This includes 2 extra days for deemed (not in-person) delivery: meeting date minus 15 for hand delivery, minus 17 for posted delivery.

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Shareholder Meeting

A meeting of a company's shareholders where they vote on important matters, such as electing directors or approving changes to the company's articles.

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Quorum

The minimum number of shareholders required to be present at a meeting for it to be valid and for decisions to be made.

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Normal Voting

A voting method where each shareholder is entitled to one vote, regardless of the number of shares they hold.

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Poll Vote

A voting method where each share is entitled to one vote, allowing shareholders with more shares to have more influence.

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Written Resolution

A resolution that can be passed in writing, without the need for a formal shareholder meeting.

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Written Resolution Voting

The percentage of votes needed to pass a written resolution is the same as required for a general meeting. It's based on all shareholders entitled to vote, not just those who are present.

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Study Notes

Business Law and Practice - Companies - Members

  • All companies must prepare accounts.
  • Large companies (more than £10 million annual turnover and 50 employees) must hire an auditor.

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