Corporate and Business Law (CL) - ACCAspace | 特许公认会 …€¦ · · 2016-01-01C Pre-incorporation contracts can be ratified by the company if the ... The promoter and third

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ACCA F4 习题详解

Corporate and Business Law (CL)

公司法和商法第七讲

ACCA Lecturer: Carrie Ni

Copyright © ACCAspace.comACCAspace 中国ACCA特许公认会计师教育平台 2

1

2

Revision of Part D -The formation and

constitution of business organisations

Contents of Class 7

MCQ bank -Corporations and legal personality

&Company formation


Rivision –Corporations and legal personality

Corporations and legal personality

Incorporation Legal personality Lifting the veil

Company types

Public vs private

Salomon vs

Salomon Co

Consequences

Common law

Statute


MCQ Bank –Incorporation

1.Which type of company does not have share capital?

A An unlimited liability company

B A public company

C A company limited by guarantee


MCQ Bank –Incorporation

1. Answer C

补充知识： Types of Company

Limited Liability Unlimited Liability&Partnership

By Shares By Guarantee

Private(Ltd) Public(Plc)


MCQ Bank –Ltd VS Plc

2.How much is the minimum issued share capital of a public

company?

A £12,500

B £25,000

C £50,000


MCQ Bank –Ltd VS Plc

2. Answer C

补充知识：

Features Ltd Plc

Minimum number of directors 1 2

Minimum number of members 1 1

Minimum share capital £1 £50,000

Advertise shares/debentures to public No Yes

Time to hold accounting records 3 years 6 years

Annual general meeting Optional Compulsory

Company secretary Optional Compulsory

File accounts after year-end 9 months 6 months


MCQ Bank –Plc

Which two of the following are true regarding public companies?

1 A public company must have a minimum of two members

2 A public company must have a minimum of two directors

3 A public company cannot be an unlimited liability company

4 A public company must have 'ltd' at the end of its name

A1 and 2

B 2 and 3

C 2 and 4

D 3 and 4

3.


MCQ Bank –Plc

3.Answer B

A public company is required to have a minimum of one

member and two directors. Public companies cannot have

unlimited liability. Public company names must end with 'plc'


MCQ Bank –Separate Legal Personality

4.Which of the following is an effect of a company's separate legal

personality?

A Members and directors of a company are protected from the force

of the law

B The company is liable for its own debts

C Members have no liability in the event of the company being

insolvent



4. Answer B

Separate legal personality means that the company is

responsible for its own debts. Members and directors are not

protected from the force of the law because the veil of

incorporation can be lifted. Members are liable up to the

amount they have contributed in share capital if the company is

insolvent



5.Which of the following statements in regards to a company's legal

personality is correct?

A Separate legal personality exempts members from liability if the

company is liquidated

B Separate legal personality only applies to private limited

companies

C Separate legal personality does not apply to unlimited liability

companies

D Separate legal personality can be ignored in certain

circumstances



5.Answer D

Separate legal personality can be ignored in certain

circumstances (this is known as lifting the veil of incorporation).

补充知识：

The consequences of separate legal personality for the company

are as follows:

1.Members’ liability is limited

2.Perpetual succession arises as the company will need to be

formally wound-up

3.The company itself can own property

4.The company can sue, and be sued in its own name


MCQ Bank –Lifting the veil

6.In which of the following situations will the courts lift the veil of

incorporation?

A Where a director commits fraudulent trading

B Where a member of a solvent company fails to pay the company

what is outstanding on their share capital

C Where an employee commits a tort in the course of their

employment


MCQ Bank –Lifting the veil

6.Answer A

Out of all the options, the courts will only lift the veil of

incorporation with regard to fraudulent trading by a director.


补充知识–Lifting the veil

The common law exceptions are:

(a)Where a company is being used to evade legal duties

(b)To recognise the alien enemy character of a company

(c)To identify the controlling mind of a company in cases of corporate

manslaughter

(d)Recognising the breakdown of a quasi-partnership relationship

(e)Where a group of companies is operating as ‘a single economic entity’

Statute provides for the lifting of the veil in the following circumstances:

(a)Failing to correctly disclose the company’s full name on company documents

(b)Fraudulent trading – continuing to trade an insolvent company with intent to

defraud

(c)Wrongful trading – continuing to trade an insolvent company without taking all

reasonable steps to minimise the potential losses to creditors


Rivision –Company formation

Statutory Books

Company Formation

Formation Promoters

Registration Procedure

Additional Rules For Plc

Definition

Duties

Pre-incorporation Contracts

Records

Required


MCQ Bank –Promoter

7.Which of the following describes the general duty of a promoter?

A Reasonable skill and care

B Competence and accuracy

C Due diligence


MCQ Bank –Promoter

7.Answer A

The general duty of a promoter is reasonable skill and care.


MCQ Bank –Pre-incorporation Contracts

8.Which of the following statements concerning pre-incorporation

contracts is correct?

A Pre-incorporation contracts must be ratified by the company

B Pre-incorporation contracts cannot be ratified by the company

C Pre-incorporation contracts can be ratified by the company if the

third party agrees


MCQ Bank –Pre-incorporation Contracts

8.Answer B

Legally, pre-incorporation contracts cannot be ratified by the

company.


MCQ Bank –Pre-incorporation Contract

9.Which of the following parties is not liable on a pre-incorporation

contract?

A The company

B The promoter

C The third party



9.Answer A

The promoter and third party are liable on a pre-incorporation

contract. The company never is.



10. Which two of the following are methods that a promoter can use

to avoid liability on pre-incorporation contracts?

1 Signing the pre-incorporation contract 'on behalf of the company'

2 Executing the pre-incorporation contract as a deed

3 Buying an 'off-the-shelf' company

4 Novating the contract

A 1 and 2

B 1 and 3

C 2 and 3

D 3 and 4



10.Answer D

Buying an 'off-the-shelf' company and novating the contract are

two ways that a promoter can avoid liability on a pre-

incorporation contract. The other options will not prevent the

promoter from being liable.


MCQ Bank –Company Formation

11.Which of the following criteria must a public company meet

before it can trade?

A It must obtain a trading certificate from the Registrar of

Companies

B Its shares must be listed on a stock exchange

C It must have appointed an auditor



11.Answer A

Before it can trade, a public company must be issued with a

trading certificate from the Registrar of Companies. None of the

other options are criteria for obtaining a trading certificate.



12.The role of which of the following parties is to form a company?

A Subscriber

B Member

C Director

D Promoter



12.Answer D

The role of a promoter is to form a company.

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Provided byAcademy of Professional Accounting (APA)

Documents

Corporate and Business Law (CL) - ACCAspace | 特许公认会 …€¦ · · 2016-01-01C Pre-incorporation contracts can be ratified by the company if the ... The promoter and third