ACCAF4公司法与商法题库
ACCA考试F4公司法与商法Russia真题2011年6月_真题-无答案
ACCA考试F4公司法与商法（Russia）真题2011年6月(总分100,考试时间180分钟)ALL TEN questions **pulsory and MUST be attempted** relation to the Russian legal system:(a) Describe the role and structure of the courts of general jurisdiction. (7 marks)(b) Explain the circumstances that will make it appropriate for a case to be dealt with by the court of arbitration. (3 marks)** relation to means of securing obligations:(a) Define ‘surety’. (2 marks)(b) Explain the rights and responsibilities of a surety. (4 marks)(c) Explain how the responsibilities of a surety are terminated. (4 marks)** relation to employment law:(a) Explain the general reasons for termination of a labour contract under the provisions of the Labour Code. (6 marks)(b) Explain the circumstances under which an employer must dismiss an employee. (4 marks)** relation to voluntary representation:(a) Explain the purposes and effect of a power of attorney. (3 marks)(b) Describe the types of powers of attorney that may be granted and the form they must take. (3 marks)(c) Explain how a power of attorney may be terminated. (4 marks)** relation to capital and financing:(a) Explain the process through which a joint-**pany (company limited by shares) may: (i) increase its share capital. (3 marks) (ii) reduce its share capital. (3 marks)(b) Explain the circumstances under which a shareholder may demand the redemption of shares, and the procedure for redemption. (4 marks)** relation to management and administration:(a) Define a ‘transaction in which there is an interest’ and set out the criteria that determine whether a party is deemed to be an interested party. (6 marks)(b) Explain how a transaction in which there is an interest is approved. (2 marks)(c) Explain the consequences of a violation of the procedures required to approve a transaction in which there is an interest. (2 marks)** relation to company insolvency:(a) Explain the purposes of observation. (2 marks)(b) Explain the observation process and how this affects the operations of **pany while observation is in force. (4 marks)(c) Explain the alternative outcomes once the observation process has been concluded. (4 marks)8.ZAO Learnfast is a publisher of study materials for professional students. It entered into contracts with Anna and Yevgeni under which they would produce study texts, with each text to be divided into 12 chapters of approximately equal length.Shortly after beginning to write her study text, Anna discovered that the work was too demanding. She wrote to ZAO Learnfast explaining this, enclosing drafts of the three chapters she had managed to complete, together with her invoice for one-quarter of the fee.Three months after entering into the contract with Yevgeni, ZAO Learnfast was advised by the relevant professional body that the subject on which Yevgeni was writing his study text would be withdrawn within a year. ZAO Learnfast wrote to Yevgeni explaining that his study text would no longer be required. By this time, Yevgeni had written three chapters of the study text. ZAO Learnfast is prepared to pay Yevgeni one-quarter of the fee specified in the contract.The contracts between ZAO Learnfast and the two writers made no provision for these events.Required:(a) Discuss the consequences of Anna’s withdrawal from her cont ract with ZAO Learnfast. (5 marks)(b) Discuss the consequences of the withdrawal of ZAO Learnfast from its contract with Yevgeni.(5 marks)9. Boris and Maria are general partners in a limited (commandite) partnership. Oleg is the only investing partner. Oleg’s capital contribution was one million roubles. The partnership agreement confines the business of the partnership to buying and selling furniture. Any transaction in excess of 500.000 roubles must be sanctioned by both of the general partners.In dealing with his regular suppliers, Boris was offered an attractive contract subject to a minimum value of 750.000 roubles. Boris entered into a contract to purchase furniture from this supplier, committing the partnership to expenditure of 750.000 roubles.Although usually not actively involved in the business, Oleg entered into a contract on behalf of the partnership with a supplier of electrical fittings for the home, as he considered this to be an excellent diversification that would increase the potential profitability of the business.Required:Analyse the implications of these contracts for Boris, Maria and Oleg, and explain whether the contracts are binding on the partnership.(10 marks)10. The directors of OAO Hopeful have approached Yuri, a very successful businessman, to become the new general director of **pany. **pany has struggled to achieve growth in recent years and Yuri has already demonstrated his ability to revive the economic fortunes of other **panies.Yuri has stated that he is prepared to accept the position subject to several conditions.(i) He wants the directors of OAO Hopeful to give him absolute power to carry out any transaction on behalf of **pany without power of attorney, as he argues that **pany must respond rapidly to urgent business needs.(ii) He insists that he must have the authority to take decisions on the **position of the board of directors as well as the capital structure of **pany.(iii) Yuri wants **pany to agree that he will serve on the board of directors for a minimum term of five years, during which he will be guaranteed a specified minimum return on any shares he holds in **pany.Required:Advise the board of directors of OAO Hopeful in respect of Yuri’s demands. (10 marks)。
ACCA考试F4公司法与商法Global真题2007年12月_真题-无答案
ACCA考试F4公司法与商法（Global）真题2007年12月(总分100,考试时间180分钟)ALL TEN questions **pulsory and MUST be attempted** relation to legal systems distinguish between the following:(a) Criminal law; (3 marks)(b) Civil law; (3 marks)(c) Arbitration. (4 marks)2. Explain the seller’s obligations in respect of requirements as to the quality of goods supplied, under Article 35 of the UN Convention on Contracts for the International Sale of Goods. (10 marks)3. Within the context of the UN Convention on Contracts for the International Sale of Goods, explain the meaning of, and rules relating to, damages for breach of contract. (10 marks)** relation to a company’s memorandum of association, explain the following:(a) the registered office clause; (3 marks)(b) the capital clause; (3 marks)(c) the name clause. (4 marks)** relation to the rules governing the payment of company dividends explain:(a) how dividends may be properly funded; (4 marks)(b) the rules which apply to public **panies; (3 marks)(c) the consequences of any dividend being paid in breach of those rules. (3 marks)** the context of the UN Convention on International Bills of Exchange and International Promissory Notes:(a) Define an international bill of exchange. (4 marks)(b) Explain the different roles of the following parties: (i) the drawer; (ii) the drawee; (iii) the payee. (6 marks)7. In the context of corporate governance explain the role of the **pany auditors, paying particular regard to the following issues:(a) their qualifications;(b) their powers;(c) their duties.(10 marks)8. Ax, a Swedish manufacturer, contacted Bo, a German manufacturer, to enquire about Bo making special screws of a particularly high quality.Bo provided by return a list of prices and delivery periods.Ax then ordered 3,000 screws and also 3,000 specialised nuts and bolts, not mentioned before.Bo requested payment in advance or a letter of credit. Ax, in turn, asked for a pro-forma invoice.When Bo sent the invoice it listed screws of a lower quality than the original specification with their respective prices.Ax objected immediately and demanded delivery of the articles in the ‘ordered’ quality. Bo agreed to delivery of higherquality articles but insisted on a higher price than on the invoice. Ax insisted on delivery of the higher-quality items but for theprice listed in the invoice.Required:Advise the parties whether or not they have entered into a binding contractual agreement on the basis of the UN Convention on Contracts for the International Sale of Goods. (10 marks)9.Earl has been employed by Flash Co, for the past 20 years. During that time he has also invested in **pany in the form of shares and debentures. Earl owns 5,000 ordinary shares in Flash Co. The shares are of $1 nominal value and are paid up to the extent of 75%. The debentures, to the value of $5,000, are secured by a fixed charge against the land on which Flash Co’s factory is built.In April it was announced that Flash Co was going into immediate insolvent liquidation, owing considerable amounts of money to trade creditors (trade payables). As a result of the suddenness of the decision to liquidate **pany, none of the employees received their last month’s wages. In Earl’s case this amounted to $2,000.Req uired:Advise Earl as to his rights and liabilities in relation to Flash Co in regard to:(a) his unpaid wages; (3 marks)(b) his shareholding; (3 marks)(c) his debentures. (4 marks)10. Katch Co is a small private **pany. Although there are three members of its board of directors, the actual day-to-day running of the business is left to one of them, Len, who simply reports back to the board on the business he has transacted. Len refers to himself as the managing director of Katch Co, although he has never been officially appointed as such.Six months ago Len entered into a contract on Katch Co’s behalf with Mo to produce some advertising material for **pany. However Katch Co did not wish to proceed with the advertising campaign and the board of directors have refused to pay Mo, claiming that Len did not have the necessary authority to enter into the contract with him.Required:Analyse the situation with regard to the authority of Len to make contracts on behalf of Katch Co and in particular advise whether or not Katch Co is liable to Mo. (10 marks)。
ACCA考试F4公司法与商法Scots真题2009年6月_真题-无答案
ACCA考试F4公司法与商法（Scots）真题2009年6月(总分100,考试时间180分钟)ALL 10 questions **pulsory and MUST be attempted** and distinguish between the following terms in relation to the doctrine of precedent in the Scottish legal system:(a) ratio decidendi and obiter dictum; (4 marks)(b) binding precedent and persuasive precedent. (6 marks)2.(a) Explain the circumstances in which a gratuitous promise may be binding in Scots law. (5 marks)(b) In relation to the law of contract, explain what is meant by an offer and distinguish it from an invitation to treat. (5 marks)** relation to the law of contract, distinguish between and explain the effect of:(a) a term and a mere representation; (3 marks)(b) express and implied terms, paying particular regard to the circumstances under which terms may be implied in contracts. (7 marks)** relation to company law, explain:(a) the limitations on the use of company names; (4 marks)(b) the delict of ‘passing off’; (4 marks)(c) the role of **pany names adjudicators under the Companies Act 2006. (2 marks)** relation to company law, explain:(a) the doctrine of capital maintenance; (4 marks)(b) the circumstances under which both a private and a **pany can reduce its capital and the procedure to be followed. (6 marks)6. Explain the grounds upon which a person may be disqualified under the Company Directors Disqualification Act 1986. (10 marks)7. In relation to employment law, explain the meaning of redundancy and the rules that govern it.(10 marks)8. In January 2008 Arti entered in a contractual agreement with Bee Ltd to write a study manual for an international accountancy body’s award. The manual was to cover the period from September 2008 till June 2009, and it was a term of the contract that the text be supplied by 30 June 2008 so that it could be printed in time for September. By 30 May, Arti had not yet started on the text and indeed he had written to Bee Ltd stating that he was too busy to write the text.Bee Ltd was extremely perturbed by the news, especially as it had acquired the contract to supply all of the accountancy body’s study manuals and had already entered into extensive preliminary expenses in relation to the publication of the new manual.Required:In the context of the law of contract, adviseBee Ltd whether they can take any action against Arti. (10 marks)9. Clean Ltd was established some five years ago to manufacture industrial solvents and cleaning solutions, and Des was appointed managing director.**pany’s main contract was with Dank plc a large industrial conglomerate.In the course of its research activity, Clean Ltd’s scientists developed a new super glue. Des was very keen to pursue the manufacture of the glue but the board of directors overruled him and decided that **pany should stick to its core business.The managing director of Dank plc is a friend of Des’s and has told him that Dank plc will not be renewing its contract with Clean Ltd as he is not happy with its performance. He also told Des that he would be happy to continue to deal with him, if only he was not linked to Clean Ltd.Following that discussion Des resigned from his position as managing director of Clean Ltd and set up his **pany, Flush Ltd which later entered into a contract with Dank plc to replace Clean Ltd. Flush Ltd also manufactures the new glue discovered by Clean Ltd’s scientists, which has proved to be very profitable.Required:In the context of company law, advise the board of Clean Ltd as to whether they can take any action against Des or Flush Ltd. (10 marks)10. Greg is a member of the board of directors of Huge plc. He also controls a private **pany Imp Ltd through which he operates a management consultancy business. He also owns all the shares in Jet Ltd through which he conducts an investment business.When Greg learns that Huge plc are going to make a take-over bid for Kop plc he arranges for Jet Ltd to buy a large number of shares in Kop plc on the London Stock Exchange on which it makes a large profit when it sells them after the takeover bid is announced. He then arranges for Jet Ltd to transfer the profit to Imp Ltd as the charge for supposed consultancy work. The money is then transferred to Greg through the declaration of dividends by Imp Ltd.Required:Analyse the above conduct from the perspective of criminal law paying particular attention to the issues of:(a) insider dealing; and (5 marks)(b) money laundering. (5 marks)。
ACCA《公司法与商法》练习试题
ACCA《公司法与商法》练习试题Question:In relation to company law:(a)explain the meaning of， and procedures involved in，voluntary liquidation; and(b)explain and distinguish between;(i)a members' voluntary liquidation;(ii)a creditors' voluntary liquidation.Answer:(a)This question requires candidates to explain the meaning and procedures involved in the course of a voluntary liquidation in company law. One of the many consequences of incorporation is that a registered company becomes a legal entity in its own right having existence apart from its member shareholders. One of the attributes of this legal personality is that the company has not only separate， but also perpetual， existence， in that it continues irrespective of changes in its membership. Indeed， the company can continue to exist where it has no members at all. Winding up， or liquidation， is the process whereby the life of the company is brought to an end and its assets realised and distributed to its members and/or creditors. The rules governing winding up are detailed in the provisions of the Insolvency Act (IA) 1986 and the exact nature of the procedure depends on the type of winding up involved and depends upon the solvency of the company at the time when liquidation commences. Winding up can be conducted on a voluntary basis， in which case the members of the company themselves determine that the time has come for it to come to an end， or alternatively， the court may make an order that the company‘s life should come to an end. This question refers to the first of these alternatives， voluntary winding up.Section 84 IA states that a company may be wound up voluntarily:(i)when any period fixed for the duration of the company by the articles expires， or any event occurs， which shall， according to thearticles， lead to its dissolution. Under such circumstances the winding up has to be approved by an ordinary resolution.(ii)for any other reason whatsoever. Under these circumstances a special resolution is required to approve the winding up.This is the procedure the members would follow if the company is insolvent.In any case the winding up is deemed to have started on the date that the appropriate resolution was passed.(b)(i)A members‘ voluntary liquidation takes place when the directors of the company are of the opinion that the company is solvent and is capable of paying off its creditors. The directors are required to make a formal declaration to the effect that they have investigated the affairs of the company and that in their opinion it will be able to pay its debts within 12 months of the start of liquidation. It is a criminal offence for directors to make a false declaration without reasonable grounds. On appointment， by an ordinary resolution of the company， the job of the liquidator is to wind up the affairs of the company， to realise the assets and distribute the proceeds to its creditors. On completion of this task， the liquidator must present a report of the process to a final meeting of the shareholders. The liquidator then informs the Registrar of the holding of the final meeting and submits a copy of their report to them. The Registrar formally registers these reports and the company is deemed to be dissolved three months after that registration.(ii)A creditors‘ v oluntary liquidation takes place when the company is insolvent when it is decided to wind it up. The essential difference between this and the former type of liquidation is that， as the name implies， the creditors have an active role to play in overseeing the liquidation of the company and there is no declaration of solvency. First， a meeting of the creditors must be called within 14 days of the resolution to liquidate the company at which the directors must submit a statement of the company‘s affairs. The creditors have the final say in who should be appointed as liquidator。
ACCAF4公司法与商法题库.doc
Special resolution
正确答案：
Special resolution
问题22
Which of the followi ng is the n ame given to compa nies that are created by directors of in solve nt companies in order to continue their business illegally?
问题1
Which of the following must be proved to win a case of fraudule nt trading un der the In solve ncy Act 1986?
所选答案：The fraud wasintended正确答案：
The fraud was intended
问题2
Which of the following parties has their interest paid last out of a liquidated company's assets?所选答案：
Members
正确答案：
Members
问题3
At which point before its payme nt does a divide nd become a debt of the compa ny?
21
止确答案：
21
问题25
Which of the following statements concerning wrongful trading is correct?
所选答案：
A case of wrongful trading is brought by a company's liquidator
ACCAF4考试-公司法与商法(基础阶段)历年真题精选及详细解析1109-38
1. Ashraf was employed by Theta Ltd. In the last few weeks Theta Ltd has asked Ashraf to take abnormal risks in the way he works in order to be more efficient. In every situation, Ashraf has refused and relations with the management have deteriorated to such an extent that Ashraf has now resigned. In what manner has Ashraf left his employment?
A. The director has committed the offence of providing misleading information to an auditor
B. This is an example of fraudulent trading on behalf of the director
A. He has been unfairly dismissed
B. He has been constructively dismissed
C. He has been summarily dismissed
D. He has not bee following would be used as a method ofdetermining if an individual was an employee or self employed?
ACCAF4考试-公司法与商法(基础阶段)历年真题精选及详细解析1109-50
4 (a) According to the Enterprise Bankruptcy Law, where a creditor is indebted with their debtor before the bankruptcy application is accepted by the court, they may claim for debts’ offset to the bankruptcy administrator. Since the rental for the year of 2014 was due and the two quarters of service fees occurred before the acceptance of the application by the court, Stine’s debt might be offset from his credit.
In June 2014, Mering was declared bankrupt by a court which designated a bankruptcy administrator responsible for the liquidation. The bankruptcy administrator found that Mering had failed to pay the rental for 2014. Stine claimed the rental due for the year of 2014 as his credit and requested to offset the meal service fees for the first and second quarters of 2014. Stine also declared dissolution of the leasing agreement between the two parties.
ACCA F4《公司法与商法》知识点讲解(4)
ACCA F4《公司法与商法》知识点讲解（4）1 Human Rights ACT 19981.1 The Human Rights Act imposes a duty in "public authorities" to comply with the European Convention on Human Rights, and allows us to take action in the UK courts for violations of Convention rights.1.2 Prior to the Act conventions rights could only be enforced in the European Court of Human Rights in Strasbourg which could be time consuming, expensive and daunting.1.3 Now that the convention is part of UK law (HRA98) those rights can now be enforced in UK courts.2 The rights (articles)2.1 The main rights are:2.1.1 the right to life (A.2)2.1.2 prohibition of torture (A.3)2.1.3 no slavery or forced labour (A.4)2.1.4 right to liberty and security (A.5)2.1.5 right to a fair trial (A.6)2.1.6 no punishment without law (A.7) (generally therefore criminal offences should not be retrospective)2.1.7 right to respect for privacy, family life (A.8)2.1.8 freedom of thought, conscience and religion (A.9)2.1.9 freedom of expression, assembly and association (A.10/A.11)2.1.10 right to marry (A.12)2.1.11 no discrimination in rights (A.14)2.1.14 right to free elections.(Note that the Articles are set out in full in your Study Text).3 Impact on interpretation of statutes3.1 As a 'public authority' the courts are required to construe legislation so that – as far as possible – it is compatible with the rights contained within the convention and apply existing common law in a manner that is compatible with convention rights. S2 of the Act requires future courts to take account of previous decisions of the ECHR.If reconciliation with an Act of Parliament is not possible the existing legislation prevails although that may trigger a fast track procedure in the Act requiring Parliament to change existing laws. In such circumstances the court issues a declaration of incompatibility, it is then for the legislature to remedy the situation through new legislation. If the fast track procedure is used this gives ministers the power to alter incompatible parts of any primary legislation by way of statutory instrument.If a court cannot reconcile 'delegated' legislation with the convention it can decide that the legislation does not apply.It may no longer be appropriate for the courts to follow some precedents on the interpretation of statutes which pre date the Act. These may now be reviewed in light of the Act.4 Impact on new legislation4.1 Before the Second Reading of the Bill the Minister responsible must make a statement either that the legislation is compatible with Convention rights, or such a statement cannot be made but the government still wants to proceed. Not all of the Articles can be derogated from. Articles 2,3,4,7 and 14 are absolute rights and cannot be interfered with. In exercising the right of derogation however the member state must be both convinced of the need for derogation and that the response is proportionate to any perceived problem.5 Impact on public authorities5.1 Public authorities are Courts and tribunals and any other person whose functions are of a public nature eg Registrar of Companies and government departments such as the DTI.5.2 It is unlawful for public authorities to act in a way which is incompatible with a convention right. A person who considers he has beena victim of an unlawful act by that authority may bring proceedings within12 months of the act occurring.5.3 The court has power to do as it thinks fit.6 European Court of Human Rights (ECHR)6.1 The final source of appeal (after the House of Lords) on human rights issues is the European Court of Human Rights. There is no appeal from the European Court of Human Rights to the European Court of Justice. Decisions of the ECHR must be taken into account when deciding interpretation.NB. Note that new cases on the HRA98 are being decided all the time. The examiner plans to write an article to consider these cases. Keep checking your student accountant for developments.7 Examinability of HRA 98This is an area that the examiner has expressed to be important so be aware of developments that may be referred to in the press.Make sure that you have an appreciation of how HRA 98 may impact on other syllabus areas. For example:。
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问题1Which of the following must be proved to win a case of fraudulent trading under the Insolvency Act 1986?所选答案：The fraud was intended正确答案：The fraud was intended问题2Which of the following parties has their interest paid last out of a liquidated company's assets?所选答案：Members正确答案：Members问题3At which point before its payment does a dividend become a debt of the company?所选答案：When it is declared by the company in general meeting正确答案：When it is declared by the company in general meeting问题4Which of the following types of director is expressly appointed as such?所选答案：De jure正确答案：De jure问题5Subsequent fixed charges will rank behind the floating charge if a clause of ( ) has been registered.所选答案：negative pledge clause正确答案：negative pledge clause问题6Which of the following criteria must a private company meet before it can trade?所选答案：It must have obtained a certificate of incorporation from the Registrar of Companies正确答案：It must have obtained a certificate of incorporation from the Registrar of Companies问题7Which is the disadvantage by incorporating the business into a private limited company?所选答案：Cannot offer its shares to the public正确答案：Cannot offer its shares to the public问题8Which of the following is an effect of a company's separate legal personality?所选答案：The company is liable for its own debts and the member's liability is limited to its capital contribution.正确答案：The company is liable for its own debts and the member's liability is limited to its capital contribution.问题9Which of the following parties appoints the company secretary?所选答案：The directors正确答案：The directors问题10得0 分，满分1 分Which of the following is a characteristic of a non-executive director?所选答案：They are individuals whose instructions concerning running the company are followed正确答案：They are not involved in the day-to-day running of the company问题11Which of the following is correct concerning the market value of a company's shares?所选答案："Market value may be equal, greater or lower than nominal value"正确答案："Market value may be equal, greater or lower than nominal value"问题12Which of the following is required to permit a public company to reduce its share capital?所选答案：A special resolution and court approval正确答案：A special resolution and court approval问题13Which of the following parties may apply to the court for the compulsory winding-up of a company?所选答案：A creditor who is owed more than £750 and who sent the company a written demand for it over three weeks ago and has not had a reply正确答案：A creditor who is owed more than £750 and who sent the company a written demand for it over three weeks ago and has not had a reply问题14Distributable profits are defined as所选答案：Accumulated realised profits less accumulated realised losses.正确答案：Accumulated realised profits less accumulated realised losses.问题15Which of the following contracts does a company secretary have the power to bind their company in?所选答案：Car hire for transporting customers to meetings with the directors正确答案：Car hire for transporting customers to meetings with the directors问题16Which of the following statements regarding the differences between loan capital and sharecapital is correct?所选答案："Unlike loan capital, share capital does not have to be repaid within fix period"正确答案："Unlike loan capital, share capital does not have to be repaid within fix period"问题17How many days' notice is required for a meeting where a resolution requires special notice?所选答案：28正确答案：28问题18得0 分，满分1 分Which of the following auditors are deemed automatically reappointed each year unless specific circumstances dictate otherwise?所选答案：Auditors of quoted companies正确答案：Auditors of private limited companies问题19Which of the following may NOT be achieved by written resolution?所选答案：Removal of an auditor or a director正确答案：Removal of an auditor or a director问题20"In a company limited by shares, what is the limit of a member's liability?"所选答案："The amount of share capital they have purchased, including any amounts outstanding on the shares that they own"正确答案："The amount of share capital they have purchased, including any amounts outstanding on the shares that they own"问题21A company’s articles of association may be altered by the company by passing ( ) to that effect in general meeting.所选答案：Special resolution正确答案：Special resolution问题22Which of the following is the name given to companies that are created by directors of insolvent companies in order to continue their business illegally?所选答案：Phoenix companies正确答案：Phoenix companies问题23What is the name given to dividends that are paid part of the way through a company's financial year?所选答案：Interim dividends正确答案：Interim dividends问题24How many days after creation must a charge be registered in order for it to be valid and enforceable?所选答案：21正确答案：21问题25Which of the following statements concerning wrongful trading is correct?所选答案：A case of wrongful trading is brought by a company's liquidator正确答案：A case of wrongful trading is brought by a company's liquidator问题26A company may have restricted objects and therefore it may not be permitted to enter into certain contracts.Which of the following statements describes the position of third parties whose contract with a company is outside the scope of its objects?所选答案：The contract will be binding on the company and the third party正确答案：The contract will be binding on the company and the third party问题27Which of the following is the title of the liquidator involved in a compulsory liquidation?所选答案：Official receiver正确答案：Official receiver问题28Which of the following is true concerning issuing shares?所选答案："Where a shareholder did not pay the full nominal value of their share on issue, the debt transfers to the new shareholder if the share is sold"正确答案："Where a shareholder did not pay the full nominal value of their share on issue, the debt transfers to the new shareholder if the share is sold"问题29Which of the following is an undistributable reserve for the payment of a dividend?所选答案：Capital redemption reserve正确答案：Capital redemption reserve问题30A promoter sent the documents needed to register a company to the Registrar of Companies on 1/1/X1. The Registrar received the documents on 4/1/X1. The certificate of incorporation is dated 6/1/X1 and it is received by the promoter on 8/1/X1.所选答案：6/1/X1正确答案：6/1/X1问题31Which of the following describes the correct way that directors should use their powers?所选答案：For a proper purpose that is honestly believed to be in the best interests of the company正确答案：For a proper purpose that is honestly believed to be in the best interests of the company问题32How many directors are required to retire at the first annual general meeting of a public company?所选答案：All of the directors正确答案：All of the directors问题33Which of the following resolutions is required to remove a director from office?所选答案：Ordinary resolution with special notice正确答案：Ordinary resolution with special notice问题34Which of the following statements regarding members wishing to amend a company's articles of association is correct?所选答案：The change must be bona fide for the benefit of the company as a whole正确答案：The change must be bona fide for the benefit of the company as a whole问题35The powers of a company's directors are defined in which company document?所选答案：Articles of Association正确答案：Articles of Association问题36Which of the following statements in relation to the offence of bribery is correct?所选答案：It is an offence for a corporation to fail to prevent bribery正确答案：It is an offence for a corporation to fail to prevent bribery问题37Which of the following is the statutory duty of an auditor?所选答案：To report to the members that the accounts give a true and fair view and have been properly prepared in accordance with the Companies Act正确答案：To report to the members that the accounts give a true and fair view and have been properly prepared in accordance with the Companies Act问题38What is not a company’s loan capital?所选答案：Allotment of shares at a premium正确答案：Allotment of shares at a premium问题39Which of the following determines whether a voluntary winding-up is a members' or creditors' voluntary winding-up?所选答案：The solvency of the company正确答案：The solvency of the company问题40Which of the following must an auditor of a company provide if they are removed from office at a general meeting?所选答案：A statement to members and creditors of whether there are circumstances that the auditor believes should be brought to their attention正确答案：A statement to members and creditors of whether there are circumstances that the auditor believes should be brought to their attention问题41As soon as a public company obtains a certificate of incorporation, they can commence trading.所选答案：错正确答案：错问题42得0 分，满分2 分In a limited liability partnership, there are two types of partners: general partners and limited partners.所选答案：对正确答案：错问题43Fraudulent trading is not only a civil offence but also a criminal offence. It is the ground for a disqualification order against the directors in default.所选答案：对正确答案：对问题44Debenture is a written acknowledgment of a debt. Secured debentures take the priority in payment over unsecured debentures.所选答案：对正确答案：对问题45得0 分，满分2 分Dividend is tax-deductible.所选答案：对正确答案：错问题46得0 分，满分2 分Case law is a kind of judge made law and it consists of the decisions of all courts.所选答案：对正确答案：错问题47The aim of damages remedy is to place the innocent party (or claimant) in the same position as if the contract had been performed.所选答案：对正确答案：对问题48According to the principle of measure of damages, one can only claim for actual loss suffered and the claimant need not take steps to mitigate loss.所选答案：错正确答案：错问题49Dividends can only be paid out of company profits or other distributable reserves.所选答案：对正确答案：对问题50“Damages”is the most common remedy for breach of contract in common law.所选答案：对正确答案：对问题51"In an administration, if a moratorium over the company's debts commences. The following conducts are forbiddened, without the permission from the court:"所选答案：Commencement/continuation of any legal process against the company.Security over company property to be enfored;Goods held under hire purchase to be enforeced;A landlord to conduct forfeiture by peaceable entry;正确答案：Commencement/continuation of any legal process against the company.Security over company property to be enfored;Goods held under hire purchase to be enforeced;A landlord to conduct forfeiture by peaceable entry;问题52Which TWO of the following terms are associated with criminal law?所选答案：PunishmentPublic law正确答案：PunishmentPublic law问题53Which TWO of the following are criminal offences that directors of a company may commit as a consequence of their company being insolvent?所选答案：Making a false declaration of solvencyFraudulent trading正确答案：Making a false declaration of solvencyFraudulent trading问题54Which of the following are included in the content of a company's model articles of association?所选答案：Payment of dividendsAppointment of directors正确答案：Payment of dividendsAppointment of directors问题55In which of the following circumstances may the veil of incorporation be lifted?所选答案：To allow directors of insolvent companies to be found liable for the debts of the companyTo treat a group company as a single economic entity正确答案：To allow directors of insolvent companies to be found liable for the debts of the companyTo treat a group company as a single economic entity问题56Which TWO of the following are valid uses of a share premium account?所选答案：To issue fully paid shares under a bonus issueTo pay issue costs and expenses in respect of a new share issue正确答案：To issue fully paid shares under a bonus issueTo pay issue costs and expenses in respect of a new share issue问题57Which of the following are advantages of using a debenture trust deed?所选答案：The deed creates a charge or charges over the company's assets which creates securityA single trustee of the debentureholders is appointed so the company only has to deal with one person正确答案：The deed creates a charge or charges over the company's assets which creates securityA single trustee of the debentureholders is appointed so the company only has to deal with one person问题58Payment for shares in public companies must satisfy the following requirements:所选答案：Shares issued by a public company may be paid up in cash or non-cash form."Shares in a public company may NOT be paid for by an ""undertaking to do work or to perform services"" in the future."A public company may not allot shares unless at least 25% of their nominal value and the whole of any premium is paid up.Payment for shares by non-cash consideration must be independently valued.正确答案：Shares issued by a public company may be paid up in cash or non-cash form."Shares in a public company may NOT be paid for by an ""undertaking to do work or to perform services"" in the future."A public company may not allot shares unless at least 25% of their nominal value and the whole of any premium is paid up.Payment for shares by non-cash consideration must be independently valued.问题59得0 分，满分2 分"The auditors are given certain legal rights to enable them to carry out their duties, such as:"所选答案：A right to attend general meetings of the companyA right of access to the books and records of the companyA right to require such information and explanations from the company’s officers正确答案：A right to receive notice of any written resolution proposed.A right to attend general meetings of the companyA right of access to the books and records of the companyA right to require such information and explanations from the company’s officers问题60得0 分，满分2 分"About floating charge, which of the following statements are correct?"所选答案：This relates to a specific asset as soon as created.This charge is secured on the company's assets generally. The assets may be traded freely.The charge attaches to specific assets when crystallises.正确答案：This charge is secured on the company's assets generally. The assets may be traded freely.The charge attaches to specific assets when crystallises.问题61"There are some specific effects of compulsory liquidation, such as:"所选答案：Any legal proceedings in progress against the company are halted.Any transfer of the company’s is void unless approved by the court.The employees of the company are automatically dismissed.Floating charges crystallize正确答案：Any legal proceedings in progress against the company are halted.Any transfer of the company’s is void unless approved by the court.The employees of the company are automatically dismissed.Floating charges crystallize问题62A company’s articles of association deal mainly with matters including:所选答案：DividendsThe company’s aims and purposeThe convening and conduct of general meetingsThe issue and transfer of shares and class rights正确答案：DividendsThe company’s aims and purposeThe convening and conduct of general meetingsThe issue and transfer of shares and class rights问题63Grounds for Disqualification of a director are:所选答案："who is convicted of an indictable criminal offence in connection with the promotion, formation management or liquidation of a company or with the receivership or management of company property."who has persistently defaulted in file documents or notify the Registrar of Companies as required by CA2006.the person used to be a director of a bankrupt company and his conduct/general capability makes him unfit to be a director in a new company.who is guilty of an offence of fraudulent trading or wrongful trading.正确答案："who is convicted of an indictable criminal offence in connection with the promotion, formation management or liquidation of a company or with the receivership or management of company property."who has persistently defaulted in file documents or notify the Registrar of Companies as required by CA2006.the person used to be a director of a bankrupt company and his conduct/general capability makes him unfit to be a director in a new company.who is guilty of an offence of fraudulent trading or wrongful trading.问题64Undistributable reserves are:所选答案：revaluation reserve;capital redemption reserve;share premium account;any other controlled reserve (this could be defined in the memorandum or articles or come from statute).正确答案：revaluation reserve;capital redemption reserve;share premium account;any other controlled reserve (this could be defined in the memorandum or articles or come from statute).问题65Which of the following are offences related to money laundering?所选答案：launderingFailure to reportTipping off正确答案：launderingFailure to reportTipping off问题66The key points for the definition of shares are:所选答案：It is a form of bargain between such principles as majority control and minority protection.The shares must be paid for.(liability)"It gives a proportionate entitlement to dividends, votes and return of capital.(interest)"正确答案：It is a form of bargain between such principles as majority control and minority protection.The shares must be paid for.(liability)"It gives a proportionate entitlement to dividends, votes and return of capital.(interest)"问题67"LT is an accountant who works for Tapa Ltd, a company owned by SP. LT has devised a scheme where Tapa Ltd can illegally disguise certain revenues so that the company's tax charge is reduced. Any tax that the scheme saves is paid to SP as a dividend.Which offences has LT committed?"所选答案：Tipping offFailure to reportLaundering正确答案：Tipping offFailure to reportLaundering问题68The money laundaring process usually involves the following phases:所选答案：IntegrationLayeringPlacement正确答案：IntegrationLayeringPlacement问题69Which of the following will end an administration period?所选答案：After 12 months have elapsed since the administration commenced The success of the administration正确答案：After 12 months have elapsed since the administration commenced The success of the administration问题70Which of the following are true regarding public companies?所选答案：A public company's issued share capital must more than 50000 pounds A public company must have a minimum of two directors正确答案：A public company's issued share capital must more than 50000 pounds A public company must have a minimum of two directors。