ACCA December 2003

Explain the liability of members of partnerships formed under the following Acts: (a) (b) (c) Partnership Act 1890; Limited Partnership Act 1907; Limited Liability Partnership Act 2000. (3 marks) (3 marks) (4 marks) (10 marks)

ACCA June 2002

Distinguish between: (a) (b) (c) unlimited companies; companies limited by guarantee; companies limited by shares. (3 marks) (3 marks) (4 marks) (10 marks)

ACCA June 2005 (adapted)

Don was instrumental in forming Eden plc, which was registered and received its trading certificate in December last year. It has subsequently come to the attention of the board of directors that the following events had taken place prior to the incorporation of the company: (i) (ii) (iii) Don had sold the premises in which Eden plc was to conduct its business to the company without declaring his interest in the contract; Don entered into a contract in the companys name to buy computer equipment, which the board of directors do not wish to honour; Don entered into a contract in the companys name to develop a particular patent, which the board of directors of Eden wish to pursue but in relation to which the other party does not wish to proceed.

Required: Analyse the situation from the perspective of the law relating to company promoters and in particular advise the parties involved in the transactions detailed. (10 marks)

ACCA December 2001

With regard to payment for shares explain the meaning and effect of the following: (a) (b) Issuing shares at a discount; The share premium account. (6 marks) (4 marks) (10 marks)

Nell & Downturn

Nell is a director of Downturn plc. It has an issued capital of 100,000 shares at a nominal value of 1. It, however, has not traded profitably and has consistently lost capital for a number of years. Although the company has shown a profit on its current years trading its accounts still show a deficit of 50,000 between assets and liabilities. The board of directors thinks it would be beneficial if the company were to write off its previous losses and to that end are looking to reduce its issued capital by 50,000. Required: Advise Nell as to the procedure involved in reducing Downturn plcs issued capital. (10 marks)

ACCA June 2004

In relation to companies' loan capital explain the following terms: (a) (b) (c) Debenture; Fixed charge; Floating charge. (3 marks) (3 marks) (4 marks) (10 marks)

ACCA December 2003

In company law explain: (a) (b) How a director of a company may be appointed; How a director may be removed from his position. (3 marks) (7 marks) (10 marks)

CBL Pilot Paper

Explain the rules relating to the appointment, duties and powers of a company secretary in a public limited company. (10 marks)

ACCA December 2002

King Ltd is a property development company. Although there are five members of its board of directors, the actual day to day running of the business is left to one of them Lex, who simply reports back to the board on the business he has transacted. Lex refers to himself as the Managing Director of King Ltd, although he has never been officially appointed as such. Lex is assisted in the running of the business by Mary, King Ltds company secretary. Six months ago Lex entered into a contract on King Ltds behalf with Nat to produce plans for the redevelopment of a particular site that it hoped to acquire. However King Ltd did not acquire the site and due to its current precarious financial position, the board of directors have refused to pay Nat, claiming that Lex did not have the necessary authority to enter into the contract with him. The board are also refusing to complete a contract with Owen for the supply of new office furniture that Mary had ordered on King Ltds behalf. They have also learned that Mary has entered into a contract on King Ltds behalf to have an extension built onto her own house. Required: Analyse the situation with regard to the authority of both Lex and Mary to make contracts on behalf of King Ltd and in particular advise the board of directors if the company is liable for each of the contracts. (20 marks)

ACCA June 2004

In relation to company law explain: (a) (b) The meaning of winding up; The procedures involved in: (i) (ii) a members' voluntary winding up; a creditors' voluntary winding up. (3 marks) (4 marks) (10 marks) (3 marks)

Ken, Los & Mel

Ken is involved in illegal activity, from which he makes a considerable amount of money. In order to conceal his gain from the illegal activity, he bought a bookshop intending to pass off his illegally gained money as profits from the legitimate bookshop business. Ken employs Los to act as manager of the bookshop and Mel as his accountant to produce false business accounts for the bookshop business. Required: Analyse the above scenario from the perspective of the law relating to money laundering. In particular, explain which criminal offences may have been committed by the various parties. (10 marks)