BLP
Terms
undefined, object
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- What must a private company's name end with? What is the authority?
- Must end with Limited or Ltd (s. 59(1) CA 06)
- What must a public company's name end with? What is the authority?
- Must end with Public limited company or Plc (s. 58(1) CA 06).
- What is the minimum number of shareholders for a private limited company and public limited company? What is the authority?
- 1 (one) - ss. 7(1) and 8(1)
- What is the minimum number of directors for a private limited company? What is the authority?
- 1 (one) - s. 154(1)
- What is the minimum number of directors for a public limited company? What is the authority?
- 2 (two) - s. 154(2)
- Does a private limited company have to have a company secretary? What is the authority?
- No - s. 270(1) CA 06
- Must a public limit company have a company secretary? What is the authority?
- Yes - s. 271 CA 06
- What certificate is required before a company (private or public) can commence trading? What is the authority?
- Certificate of incorporation (s. 15(4) CA 06)
- When can a private limited company commence trading?
- As soon as it is incorporated
- When can a public company commence business? What is the authority?
- Cannot commence business until a trading certificate is issued by the Registrar showing that the company's allotted share capital is not less than the minimum (s. 761(1)(2))
- What is the minimum share capital to be issued by a private limited company?
- Must have at least one share
- What is the minimum share capital that must be issued by a public limited company? What is the authority?
- Minimum of £50,000 (or prescribed euro amount) (s. 763(1)(a) and (b))
- Can shares be offered to the public by a private limited company? What is the authority?
- No this is prohibited (s. 755(1) CA 06)
- Can shares in a public limited company be offered to the public?
- Permitted under CA 06, however, FSMA imposes considerable other restrictions.
- What is the threshold required to pass an ordinary resolution?
- More than 50% of members present and voting
- What does s. 31 Companies Act 2006 say about a company's objects?
- They are unrestricted unless specifically restricted in the company's articles of association.
- Who owns a company?
-
The shareholders are the owners of a company whilst the directors manage the
company on a day-to-day basis. - What does limited liability mean?
- The liability of the shareholders for the liabilities of the company is limited, not that the liability of the company is limited.
- What does the doctrine of maintenance of share capital mean?
- The money paid for shares by the shareholders should be a fund of last resort available to creditors
- Generally, what does the CA 2006 set out? How does this interact with the company's articles?
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The CA 2006 sets out minimum rules.
The company’s articles can then apply more rigid or detailed systems of management to the extent allowed by the CA 2006. - How must directors exercise their powers?
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In accordance with their statutory duties
under ss. 171 – 177 CA 06 - Who does a director owe his or her duties to?
- The company
- Can a public limited company pass shareholder resolutions using the written resolution procedure?
-
No. Only private
companies are able to. - What statute regulates the provision of financial services in the UK?
- The Financial Services and Markets Act 2000 (‘FSMA’) and the Financial Services Act 2012 (‘FSA’)
- What section of FSMA provides that it is a criminal offence to engage in regulated activities?
- s. 19 FSMA
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What section of FSMA provides that it is a criminal offence to engage in financial
promotions? - s. 21 FSMA
- What section of the Criminal Justice Act provides that it is an offence to engage in insider dealing?
- s. 52 CJA
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What section of the Financial Services Act provides that it is an offence to make misleading statements or impressions in
connection with a sale of shares? - s. 89 FSA
- What section of FSMA provides that it is a civil offence to engage in market abuse?
- s. 118 FSMA
- For the purpose of debt finance, do you calculate a company's gearing?
- Total long term debt divided by Total shareholder funds (equity) X 100