ACCAF4公司法与商法题库.docx

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 companys 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 companys separate legal personality?所选答案：The company is liable for its own debts and the members liability is limited to its capital contribution.正确答案：The company is liable for its own debts and the members 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 companys 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 share capital 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 20In a company limited by shares, what is the limit of a members 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 companys 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 companys 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 companys liquidator正确答案：A case of wrongful trading is brought by a companys 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 companys 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 companys 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 companys 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 51In an administration, if a moratorium over the companys 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 companys 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 companys 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 companys 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 companys 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 companys 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 companys 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 companys assets generally. The assets may be traded freely.The charge attaches to specific assets when crystallises.问题 61There 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 companys 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 companys is void unless approved by the court.The employees of the company are automatically dismissed.Floating charges crystallize问题 62A companys articles of association deal mainly with matters including:所选答案：DividendsThe companys aims and purposeThe convening and conduct of general meetingsThe issue and transfer of shares and class rights正确答案：DividendsThe companys 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 defin