2014年ACCA考试F4公司法与商法第十二章总汇5
2014年12月ACCA考试《F4公司法与商法》辅导要点十二
2014年12月ACCA考试《F4公司法与商法》辅导要点十二本文由高顿ACCA整理发布，转载请注明出处11 Discharge, breach of contract and remedies1 Discharge1.1 A contract can be discharged in a number of ways. The method of discharge may amount to a breach of contract and hence give rise to a claim for damages. However, there are other methods of discharging a contract that will not give rise to a breach of contract claim namely discharge by(a) Agreement(b) Performance.1.2 Agreement(a) Agreement means that both parties agree that the contract be discharged. Some contracts provide for discharge by agreement for example by expressly stating that the contract can be discharged by notice.Alternatively:(b) The contract can be discharged by a completely new agreement e.g. where one party agrees to accept a change in the other's performance (a 'variation' agreement). To be binding such agreements themselves must be supported by consideration.1.3 Performance(a) This is the most common way in which a contract is discharged. It is important that performance occurs as without it there will be a breach of contract. It would also be inequitable to allow one party to sue another for breach if he himself has not performed the terms of the contract exactly and completely. This is known as the rule in Cutter v Powell.(b) Sometimes the rule is Cutter v Powell can act harshly and hence some exceptions to the rule have developed for example where non-performance has been caused by the other party.1.4 Breach(a) Contracts can be discharged by fundamental breaches of contract.(b) Breach of condition:(i) Straightforward breach is easy enough to understand. One or both parties are not complying with the conditions of the contract. Remember the injured party may only bring the contract to an end if there has been a breach of condition.(ii) Anticipatory breach is where one party indicates that he does not intend to complete his part of the contract. The innocent party (the claimant) can sue on notice.But claimant can elect to ignore the breach, complete his part of the contract and then sue: White and Carter (Councils) Ltd v McGregorIf the claimant so elects he must complete his part properly or he himself will be liable for breach.Actions for anticipatory breach should be started at once otherwise factors may intervene which mean the contract is automatically discharged (e.g. on outbreak of war that would render the contract illegal).更多ACCA资讯请关注高顿ACCA官网：。
2014年6月ACCA《公司法与商法》真题及答案探究四
2014年6月ACCA《公司法与商法》真题及答案探究四本文由高顿ACCA整理发布，转载请注明出处Question:In the context of payment for shares issued by a company, explain the meaning and legal effect of the following:（a）capital maintenance;（b）issuing shares at a premium;（c）issuing shares at a discount.Answer:（a）Shareholders in limited liability companies enjoy the benefit of limited liability and usually cannot be required to pay more than the value of the shares they take in their company. However, that privilege is only extended to them on the basis that they fully subscribe to the company‘s capital. In turn, that capital is seen as a fund against which creditors can claim in the event of a dispute. Capital maintenance refers to the way in which the capital fund of limited liability companies can be used and, most essentially, reduced. The fundamental rule is that payments may not be improperly made out of capital to the detriment of the company‘s creditors. To that end, company law lays out rules as to what may be considered proper payment from capital and, in particular, establishes clear rules relating to the payment of dividends and the ways in which capital can be reduced.（b）It is possible, and not at all uncommon, for a company to require prospective subscribers to pay more than the nominal value of the shares they subscribe for. This is especially the case when the market value of the existing shares are trading at above the nominal value. In such circumstances the shares are said to be issued at a premium, the premium being the value received over and above the nominal value of the shares. Section 610 CA 2006 provides that any such premium received must be placed in a share premium account. The premium obtained is regarded as equivalent to capital and, as such, there are limitations on how the fund can be used. Section 610 provides that the share premium account can be used for the following limited purposes:更多ACCA资讯请关注高顿ACCA官网：。
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
2014年ACCA考试F4公司法与商法第二十五章总汇5
2014年ACCA考试F4公司法与商法第二十五章总汇5本文由高顿ACCA整理发布，转载请注明出处5 Redemption/purchase of own shares – procedure available to private companies only (s.171)Introduction5.1 (a) Private companies are permitted to purchase/redeem their own shares without the need to maintain capital provided they have authority in their articles – Table A gives this.(b) As before, a transfer to CRR is required which will use up distributable profits.(c) The transfer need not compensate completely for the net reduction in share capital i.e.: the creditors’ buffer may be reduced. This reduction is known as the Permissible Capital Payment.(d) The practical effect is that a private company with low P&L reserves may purchase/redeem more shares than a public company in the same position.Conditions5.2 (a) Distributable profits must be determined(b) A statutory declaration by directors is also requiredThis specifies the amount of the P.C.P. and states that the directors have made full enquiries into the affairs and prospects of the company and are of the opinion that:?(i) the company will be able to meet its debts immediately after the payment out of capital and(ii) it will continue as a going concern for the next 12 months after the payment and will be able to pay its debts as they fall due.(c) An auditors' report must be attached to the Statutory Declaration:The auditors must state that:(i) They have enquired into the company’s state of affairs.(ii) The amount of the PCP has been correctly determined.(iii) They are not aware of anything to indicate that the directors' opinion is unreasonable.(d) A special resolution is required:(i) Voting is as before (vendors may not vote)(ii) The resolution must be passed within 1 week after the date of the statutory declaration.(iii) The payment out of capital must take place not earlier than 5 weeks and not later than 7 weeks after the date of the special resolution.(e) Publicity for proposed payment out of capital s.175:(i) Notice must be given within 1 week of resolution.(ii) Notice is required in a national newspaper OR written notice to each creditor.(iii) Notice must also be placed in the London Gazette.(f) The statutory declaration and auditors' report:(i) copies must be delivered to the Registrar not later than the date on which notice is first published/given.(ii) they must be available at the registered office during business hours for inspection by any member or creditor during the 5 week period after the date of the special resolution.(iii) they must be available for inspection by members at the meeting to pass the special resolution.(g) Objections by members or creditors s.176:(i) Any member (who did not vote in favour) or creditor may apply to the court within5 weeks of the special resolution for its cancellation.(ii) The company must give immediate notice of the application to the Registrar and deliver a copy of any court order to the Registrar within 15 days.Civil liability of past shareholders and directors5.3 (a) If the company starts winding up within 1 year of making a payment out of capital and it cannot meet its debts then the following are liable to contribute to the assets of the company:(i) the vendor shareholders.(ii) the directors (who signed the statutory declaration – unless they can show there were reasonable grounds for the opinion expressed).(b) Liability:(i) vendors are liable for the amount they were paid.(ii) directors are liable jointly and severally with each vendor shareholder.Criminal liability for contraventions5.4 If they had no reasonable grounds for their opinion in the statutory declaration –director(s) are liable to a fine and/or prison. s.173(6)Default5.5 Shareholders can apply for an order of specific performance if directors fail to redeem/purchase shares.更多ACCA资讯请关注高顿ACCA官网：。
2014年ACCA考试F4公司法与商法第二十四章总汇5
2014年ACCA考试F4公司法与商法第二十四章总汇5本文由高顿ACCA整理发布，转载请注明出处5 Payment for shares5.1 (a) The issue of shares at a discount is prohibited(b) In general, shares in ANY company (public or private) may be paid up in money OR money’s worth (including goodwill and "know,how").Private companies5.2 A private company may allot shares for inadequate consideration by acceptance of goods or services at an over value.Public companies5.3 (a) A public company may not allot shares unless at least 25% of their nominal value and the whole of any premium is paid up.(b) Any shares issued by a public company to the subscribers to the memorandum must be paid up in cash.(c) Shares in a public company may NOT be paid for by an "undertaking to do work or to perform services" .(d) Payment for shares by non-cash consideration:(i) Valuing the assetA public company may not allot shares (whether as fully or partly paid) for a non-cash consideration unless:(a) the non-cash consideration has been independently valued and(b) a report on the valuation has been made to the company within the 6 month period prior to the allotment and to the allottee.The valuation must be performed by the auditor or someone they consider to be suitably qualified.(ii) Acquiring the assetThe company must get the asset within 5 years from the date of allotment.Liability for contravention of previous sections5.4 (a) Allottees are liable for any shortfall plus interest at 5%.(b) The court can give exemption (if it appears just and equitable to do so).Share premium account5.5 (a) Where shares are issued at a premium whether for cash or otherwise, an amount equal to the premium must be transferred to a 'Share Premium Account'.(b) The account can be used for four purposes only:(i) writing off the preliminary expenses.(ii) writing off the expenses, commission or discount relating to any issue of shares or debentures (NB: Shares cannot be issued at a discount).(iii) providing the premium payable on the redemption of shares or debentures.(iv) issuing fully paid bonus shares to existing members.更多ACCA资讯请关注高顿ACCA官网：。
ACCA《F4公司法与商法》辅导讲义(19)
2014年ACCA《F4公司法与商法》辅导讲义(19)本文由高顿ACCA整理发布，转载请注明出处2014年ACCA《F4公司法与商法》辅导讲义(19)1 Introduction1.1 “Insider dealing is understood broadly to cover situations where a person buys or sells securities, when he, but not the other party to the transaction, is in possession of confidential information which affects the value of those securities ….” (The Conduct of Company Directors 1977).1.2 Insider dealing usually applies to individuals who have a connection with the company whose securities are to be dealt in eg. directors, employees, professional advisors but can also apply to a wide range of other individuals.1.3 An example would be the company director who, aware that his company is about to announce far better interim results than predicted, buys shares in his company before the announcement.2 The Criminal Justice Act 19932.1 The Act came into force in 1994 and replaced the old Companies Securities (Insider Dealing) Act of 1985. The 1993 Act reflects the European Insider Dealing Directive which harmonises Insider Dealing law throughout the European Union.2.2 The Act makes insider dealing a criminal offence.3 The offence3.1 The Defendant was an InsiderAn insider is defined as:(a) a director, employee or shareholder of the issuer of the securities(b) anyone else who has access to the information through his employment, office or profession(c) anyone who obtains information (directly or indirectly) from either of the above.The …insider‟ must be aware that the information comes from an inside source and that it is inside information.3.2 The Defendant had Inside InformationInside information is information which is …price sensitive‟, that is which:(a) has not yet been made public(b) if it was made public would be likely to have a significant effect on the price of any securities(c) is specific or precise (e.g. … … a take-over bid is about to be announced for X plc …‟ is specific, whereas a mere tip …buy X plc‟ would not be)(d) relates to particular securities or a particular issuer rather than to securities or issues generally. (In other words, information which suggests it is a good idea to sell X plc securities can be inside information but not information which would persuade the market to move out of equities generally and into gilts).3.3 The Defendant either:(a) deals (buys or sells relevant securities) or(b) encourages another person to deal, or(c) discloses the information (except in the proper performance of the functions of his employment, office or profession).3.4 The Securities involved are:Shares, debt securities, warrants, options, futures, depository receipts and contracts for differences dealt either on-exchange or off-exchange through a professional intermediary.4 Defences4.1 The Defences are that:(a) there was no expectation that the dealing would result in a profit or avoidance of loss.(b) reasonable belief that the information had been widely disclosed.(c) they would have dealt anyway even if the information had not been available.(d) they did not expect the person to whom they disclosed the information to deal, or they did expect them to deal, but not to make a profit or avoid a loss.(e) a Market Maker acting in good faith.(f) legitimate price stabilisation operations.5 Penalties5.1 On summary conviction a fine of up to ?5,000 and/or 6 months' imprisonment.5.2 On indictment an unlimited fine and/or 7 years imprisonment.NB: Contracts with third parties remain valid and enforceable at civil law.6 Prosecution6.1 Prosecutions are normally carried out by(a) LSE(b) DTI(c) Serious Fraud Office (SFO)6.2 As insider dealing is a criminal offence the standard of proof (beyond all reasonable doubt) is higher than for civil offences (balance of probabilities). It is therefore difficult to obtain a successful prosecution.更多ACCA资讯请关注高顿ACCA官网：。
ACCA考试F4公司法与商法真题2014年12月_真题-无答案
ACCA考试F4公司法与商法真题2014年12月(总分100,考试时间120分钟)Section A – ALL 45 questions **pulsory and MUST be attemptedPlease use the space provided on the inside cover of the Candidate Answer Booklet to indicate your chosen answer toeach multiple choice question.1. Which of of the following involves an offer which may only be accepted by performing an action?A. A collateral contractB. A unilateral contractC. A bilateral contract2. An agency relationship which is made retrospectively is referred to by which of thefollowing terms?A. Agency by estoppelB. Agency by ratificationC. Agency by necessity3. In contract law, the ‘market rule’ arises in relation to which of the following?A. OfferB. ConsiderationC. RemotenessD. Mitigation4. In relation to a debenture, which of the following is NOT true?A. It may be issued at a discountB. Interest on it may be paid from capitalC. It is paid after preference sharesD. It is freely transferable5. Tan writes to Yun stating that he will sell his car to him for £10,000. At the same time, Yun writes to Tan stating that he will buy his car for £10,000.Which of the following statements applies to this situation?A. There is a binding agreement due to the postal ruleB. There is a collateral contractC. There is neither an agreement nor a contract6. Which of the following statements about contracts of employment is true?A. They can be made either orally or in writingB. They must be made in writingC. They must be evidenced in writing7. Where directors make a false statement of solvency prior to a members’ voluntary liquidation, which of the following have **mitted under the relevant legislation?A. A breach of criminal law with criminal penaltiesB. A breach of civil law with criminal penaltiesC. A breach of civil law with civil liabilityD. A breach of both civil and criminal law with liabilities under both8. Which of the following is the consequence when a patient signs a medical consent form before an operation?A. The patient gives up any right of action for any injury sufferedB. Any action for any injury suffered during the operation is limited to negligenceC. The level of any potential payment for any injury suffered is reduced9. Where a contract states the sum to be paid in the event of a breach of contract, the stated sum is known as which of the following?A. Unliquidated damagesB. Liquidated damagesC. C Specific damagesD. Nominal damages10. Which of the following applies to the concept of enlightened shareholder value?A. It is the price shares can be expected to raise if they were to be soldB. It is the yardstick for assessing the performance of directors’ dutiesC. It is the standard of behaviour expected of shareholders in general meetings11. Which of the following involves a summary dismissal in relation to a contract of employment?A. Both parties agree to end the contract immediately without noticeB. The employee breaks the contract without noticeC. The employer terminates the contract without notice12. What qualification is **pany secretary of a private **pany required to have?A. An appropriate legal qualificationB. An appropriate professional qualification such as ACCAC. No qualification13. Statutory redundancy payment is calculated on the basis of which of the following?A. Length of service and pay onlyB. Age and length of service onlyC. Age, length of service and pay14. In relation to wrongful trading, the standard against which the conduct of directors will be assessed is which of the following?A. Purely subjective, depending on the actual skill of the directorB. Purely objective, depending on what is expected of a director in that positionC. A mixture of subjective and objective but only to increase potential liabilityD. A mixture of subjective and objective but only to reduce potential liability15. Which of the following statements as regards an acceptance of an offer ‘subject to contract’ is true?A. It binds the offerorB. It binds neither partyC. It binds both parties16. Su had just passed her driving test when she negligently drove into a pedestrian. What standard of care will Su be judged by?A. The objective standard of a newly qualified driver, lack of experience will be taken intoaccountB. The objective standard of a competent driver, lack of experience will not be taken into accountC. The subjective standard of actual ability17. Which of the following are ordinary partnerships UNABLE to create in relation to their property?A. MortgagesB. Fixed chargesC. Floating charges18. Which of the following courts deal with civil law matters ONL Y?A. The Crown CourtB. The magistrates’ courtC. The county court19. Jo promises to pay a reward for the return of her lost phone. Mia finds the phone and returns it to Jo.Which of the following types of consideration has Mia provided?A. Executed considerationB. Executory considerationC. Past consideration20. Which of the following requires court approval before the appointment of an administrator?A. CreditorsB. Holders of floating chargesC. The directors of **panyD. **pany itself21. Which of the following is an English court NORMALL Y bound to follow?A. An obiter statement of a higher courtB. A ratio of a lower courtC. A ratio of a court at the same levelD. An obiter statement of the Supreme Court22. Which of the following courts hear appeals from the magistrates’ court?(1) County court(2) Crown Court(3) High CourtA. (1) and (2) onlyB. (2) and (3) onlyC. (1) and (3) onlyD. (1), (2) and (3)23. Which of the following is NOT an automatic consequence of a compulsory winding up order against a public **pany?A. Transfers of shareholdings are suspendedB. Liquidation is deemed to start on the date of the issuing of the orderC. Directors cease to exercise any management powerD. Employees are immediately dismissed24. Which TWO of the following apply to shares of companies whose names end in ‘Ltd’?(1) They may not be issued to non-members(2) They may not be offered to the public (3) They may not be transferred (4) They may not be traded on the stock exchangeA. (1) and (2)B. (2) and (3)C. (1) and (4)D. (2) and (4)25. Which of the following statements regarding the age limits for serving as a director in a public **pany is true?A. Minimum age 16 years and no maximum ageB. Minimum age 21 years and no maximum ageC. Minimum age 21 years and maximum age 75 yearsD. Minimum age 16 years and maximum age 75 years26. Which TWO of the following are private law actions?(1) Those between individuals(2) Those between business organisations(3) Those between individuals and the stateA. (1) and (2)B. (1) and (3)C. (2) and (3)27. In which procedure does a **mittee operate?(1) Compulsory liquidation (2) A members’ voluntary liquidation (3) A creditors’ voluntary liquidation (4) AdministrationA. (1) and (2)B. (2) and (4)C. (1) and (3)D. (3) and (4)28. The category of treasury **es into existence under which of the following circumstances?A. They are issued as such by a **panyB. They are issued as such by a **panyC. They are purchased as such by the exchequerD. They are purchased as such by a private or **pany29. Which of the following is NOT a source of English law?A. CustomB. EquityC. Public law30. Which of the following are owed a duty of care by auditors when preparing a company’s audit report?A. A potential investor with no current holdingB. An existing shareholder looking to increase their holdingC. A company looking to make a takeover bid for **panyD. **pany and the existing shareholders in **pany as a body31. In a potential redundancy situation, an employee may lose the right to payment if they reject an offer of alternative employment within the business.Which of the following will allow the employee to reject the employment offered and claim redundancy?A. The alternative was suitable but the employee reasonably felt that it was not of the same statusB. The alternative was suitable but the employee refused to consider itC. The alternative was suitable but the employee’s grounds for refusing to acc ept it were unreasonable32. hich TWO of the following are reasons for dismissal which must be justified as FAIR?(1) Capability or qualifications of the employee (2) Legal prohibitions relating to the employee (3) Refusal of the employee to join a trade union(4) Taking part in unofficial industrial actionA. (1) and (2)B. (1) and (3)C. (2) and (3)D. (2) and (4)33. What type of contract does an employee have?A. A contract for serviceB. A contract of serviceC. A contract for servicesD. A contract of services34. Which of the following describes a pre-contractual statement which does NOT form a term ofa contract but induces the contract?A. A conditionB. A warrantyC. A representationD. An innominate term35. Which of the following exists as a separate legal entity from its members?A. An ordinary partnershipB. A limited partnershipC. A limited liability partnership36. Which of the following must a **pany ALWAYS have?A. SharesB. Limited liabilityC. A company secretaryD. A registration certificate37. A breach of a contractual warranty enables the injured party to do which of the following?A. To sue for damages onlyB. To sue for damages or terminate the contractC. To sue for damages and terminate the contractD. To terminate the contract only38. n relation to the tort of negligence, which TWO of the following criteria are required to establish the existence of a duty of care?(1) The claimant suffered a financial loss (2) The harm suffered was reasonably foreseeable (3) A relationship of proximity existed between the parties(4) The claimant did not consent to cause the injury sufferedA. (1) and (2)B. (1) and (3)C. (2) and (3)D. (2) and (4)39. In relation to defences to the tort of negligence, which of the following is the consequence of a finding of volentinon fit injuria?A. It removes the requirement to pay damagesB. It reverses the burden of proof as to who can claim damagesC. It increases the level of damagesD. It decreases the level of damages40. Which of the following actions is open to a party who has only partly performed work under a contract?A. Quantum meruitB. Action for the priceC. DamagesD. Restitution41. Which of the following is an example of the purposive approach to statutory interpretation?A. The mischief ruleB. The literal ruleC. The golden rule42. Which is the correct minimum period of notice an employee is entitled to after five years’ service?A. One calendar monthB. Five weeksC. Ten weeksD. Five calendar months43. In relation to agency law, ‘warrant of authority’ is provided by which of the following?A. The agentB. The principalC. The third party44. Which of the following correctly applies to the burden of proof in a criminal case?A. It must be proved beyond reasonable doubtB. It must be proved on the balance of probabilitiesC. It lies with the prosecutionD. It lies with the defence45. Where a business includes a term in a contract which excludes liability for death and personal injuries through negligence, which of the following states the effect of the term?A. It is invalidB. It is invalid unless it is reasonable in the circumstances of the caseC. It is valid only if specifically brought to the attention of the other partyD. It is valid if it is clearly included in the contract termsSection B – ALL FIVE questions **pulsory and MUST be attemptedPlease write your answers to all parts of these questions on the lined pages within the Candidate Answer Booklet.1.Ann owns a shop selling prints. She placed an advertisement in the Friday edition of her local paper stating: ‘Unique opportunity to own a Bell print for £500 cash. Offer valid for one day only –tomorrow Saturday.’When Con saw the advert, he immediately posted a letter of acceptance.On Saturday, Di asked Ann if she would take a cheque for £500, but she refused to accept the cheque and told hershe could not have the print. Later that day Ann sold the print to Evi.On Monday morning Con’s letter arrived.Requir ed:In the context of the rules governing the creation of contracts:(a) Describe the precise legal nature of Ann’s advertisement; (2 marks)(b) Explain whether Con has any right of action against Ann; (2 marks)(c) Explain whether Di has any right of action against Ann. (2 marks)2.Fred is a member of Glad Ltd, a small **pany, holding 100 of its 500 shares. The other 400 shares are held by four other members.It has recently become apparent that Fred has set up a rival business to Glad Ltd and the other members have decided that he should be expelled from **pany. To that end they propose to alter the articles of association to include a new power to ‘require any member to transfer their shares for fair value to the other members upon the passing ofa resolution so to do’. Required:(a) State the procedure which Glad Ltd must follow to alter its articles of association.(2 marks)(b) Explain the effect of the requirement that any alteration to a company’s articles of association must be for the benefit of **pany as a whole. (2 marks)(c) Explain whether or not the articles of association of Glad Ltd can be altered as proposed.(2 marks)3.Three years ago Ho subscribed for shares in **panies: Ice Ltd and Jet plc. In relation to the shares in Ice Ltd,Ho was only required to pay 50 pence per £1 share when he took the shares and was assured that he would not be required to make any further payment on them to IceLtd and **pany passed a resolution to that effect.Unfortunately, Ice Ltd has gone into insolvent liquidation owing a substantial sum of money to its creditors. In relation to the shares in Jet plc, Ho was required to pay a premium of 50 pence per £1 share. The shares are currently trading at 75 pence per share.Required:(a) Describe any potential liability Ho may have with regard to the shares he holds in Ice Ltd and to whom any such liability would be owed.(2 marks)(b) Explain the meaning and purposes of a share premium account.(2 marks)(c) Explain whether Ho can gain access to the premium paid on the shares in Jet plc.(2 marks)4.Kut Ltd is a small **pany. Although there are three members of its board of directors, the actual day-to-day running of the business is left to Leo, who simply reports back to the board on the business he has carried out. Leo refers to himself as the chief executive officer of Kut Ltd, although he has never been officially appointed as such.In October 2014, Leo entered into a normal business contract on Kut Ltd’s behalf with Max. However, the other members of the board have subsequently lost confidence in Leo and have refused to pay Max, claiming that Leo did not have the necessary authority to enter into the contract with him. Required:(a) State the usual authority of individual directors to enter into binding contracts on ehalf of **pany.(2 marks)(b) Explain whether or not Kut Ltd is liable to pay Max.(4 marks)5.Nit is involved in illegal activity, from which he makes a large amount of money. He also owns a legitimate **pany and passes off his illegally gained money as profits of that business. Nit employs Owen, who is aware of the illegal source of the money, to act as the manager of the **pany, and Pat as his accountant to produce false business accounts for the taxi business.Required:In the context of the law relating to money laundering:(a)Explain the meaning of layering.(2 marks)(b) Explain whether any criminal offences relating to money laundering may have **mitted by Nit, Owen and Pat.(4 marks)。
一文看懂ACCA各科目内容、特点、题型、分值、通过率、难度、彼此关系·····
ACCA考试共有15个考试科目，其中AB(F1)、MA(F2)、FA(F3)、LW(F4)、PM(F5)、TX(F6)、FR(F7)、AA(F8)、FM(F9)为F阶段课程，共9个科目，SBL、SBR、AFM(P4)、APM(P5)、ATX(P6)、AAA(P7)为P阶段课程，共6个科目。
ACCA课程中，F阶段科目全部为必修课，P阶段科目中SBL、SBR为必修课，其他为选修课(4选2参加考试)，ACCA考试一共考过13科即可变成ACCA准会员。
考试之前一定要对ACCA有全面的了解，知己知彼方能百战不殆。
AB (F1)1英文名：Accountant in Business2中文名：会计师与企业3课程内容：主要是帮助无任何商业背景知识的学员初步建立人力资源、企业组织、商业环境及相互之间影响关系的相关知识内容。
内容涵盖：企业组织，公司管理，会计和报告体系，内部财务控制，人力资源管理，会计职业道徳。
4科目联系：AB(F1)是SBL课程中《公司治理，风险管理与职业道德》和《商务分析》的基础。
5考试时间：2小时(机考)6考试分值：A部分一一30道单选题(每题2分，共计60分)一一16道单选题(每题1分，共计16分)B部分一一情景为基础的6道多任务题(由单选、多选、判断题构成，每题4分，共计24分)7课程难度：☆☆8时间花费：☆☆☆2019年全球平均通过率：82.50%MA (F2)1英文名：Management Accounting2中文名：管理会计3课程内容：主要向学员介绍了管理会计体系的主要元素以及管理会计如何发挥支持企业决策, 制定企业决策的作用。
内容涵盖：管理会计，管理信息，成本会计，预算和标准成本，业绩衡量，短期决策方法。
4科目联系：MA(F2)《管理会计》是PM(F5)《业绩管理》和APM(P5)《高级业绩管理》的基础。
5考试时间：2小时(机考)6考试分值：A部分一一35道单选题(每题2分，共计70分)B部分一一3道多任务题(由计算、简单、论述题构成，每题10分，共计30分)7课程难度：☆☆8时间花费：☆☆☆2019年全球平均通过率：65.00%FA (F3)1英文名：Financial Accounting2中文名：财务会计3课程内容：主要向学员介绍了财务会计准则、相关会计科目账户建立以及准确财务信息的提供。
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2014年ACCA考试F4公司法与商法第十二章总汇5
本文由高顿ACCA整理发布，转载请注明出处
8 Partnership law
Definition and formation
8.1 (a) Most of partnership law is contained in Partnership Act 1890 (PA 1890).
(b) Partners can agree that their internal arrangements need not necessarily comply with the provisions of the Act, but certain principles cannot be overridden.
(c) The Act states that:
Partnership is the relation which subsists between persons carrying on a business in common with a view of profit.
(d) The business must be carried on with a view to making a profit, i.e. the partners must intend that they will realise a profit, and be entitled to share in net (not just gross) profits.
(e) Any arrangements falling within the definition will be treated as a partnership regardless of how the people concerned expressly or implicitly consider their status. Conversely, merely calling an arrangement a partnership does not necessarily mean it is one.
(f) In most cases there will be a written agreement, but there is no obligation on partners to set down their arrangements in writing.
Dealings with outsiders
8.2 (a) As a general principle, partners have unlimited, joint and several liability to outsiders ie. an outsider can sue only one or can sue all of the partners.
(b) If a partner bears a liability in this way, he is entitled to claim a contribution from the other partners.
(c) A partner is generally in the same position as a sole trader i.e. his liability is unlimited.
(d) However, a partner will only be liable for debts of the partnership whilst he is, or is held out to be, a partner.
(e) A new partner will therefore only be liable for debts incurred after he has become a partner unless:
(i) he agrees otherwise; or
(ii) he has been held out as a partner e.g. on the notepaper.
(f) A retired partner will be liable for debts incurred before his retirement unless released by creditors and former partners.
(g) A retired partner will be liable for debts incurred after his retirement if:
(i) the creditor has dealt with the partnership before and after the retirement and does not have actual notice of the retirement (so change notepaper etc.);
(ii) the creditor has dealt with the partnership only after the retirement but knew the person was a partner, unless no tice has been given in “the Gazette”;
(iii) in any other case where the partner is held out as such e.g. on the notepaper.
Agency in general
8.3 In general, a partner is an agent of the firm and the other partners i.e. may bind them.
(a) He does not as a matter of fact have the authority in a particular type of transaction; and
(b) The third party knows that such authority is absent, or does not know that he is a partner.
Tort
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