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501 questions and answers for company directors and company secretaries - Roger Mason

Year 2009


IntroductionImportant note concerning termsCompany fundamentalsBasic questions1. What is a company?2. What are the different types of company?3. What are the differences between public companies and private companies limited by shares?4. Are there any more differences between public companies and private companies limited by shares?5. Can a company start trading (or operating) as soon as it has been registered?6. What exactly is meant when it is said that a company has a separate legal personality?7. Exactly what does limited liability mean?8. Would you please give me some figures to show the expansion in the number of registered companies?9. What are the alternatives to a company?Registration of companies10. How is a company registered?11. Is there a quick, cheap and easy way of getting my own company?12. Is it possible to change a company's form of registration?13. Can a company registered in England and Wales change its place of registration to Scotland?Companies limited by shares14. What are the essential features of a company limited by shares?Unlimited companies15. What are the essential features of an unlimited company?16. What sort of organisation might suit being an unlimited company?17. Why would anyone in their right mind agree to be a member of an unlimited company?Companies limited by guarantee18. What are the essential features of a company limited by guarantee?19. Are there minimum or maximum amounts for the guarantees in a company limited by guarantee?20. What sort of organisation might suit being a company limited by guarantee?Community interest companies21. What is a community interest company?22. Please tell me more about community interest companies?23. What sort of companies might be community interest companies?Shareholder agreements24. Is it possible to have a shareholder agreement separate from the articles?25. What is the point of shareholder agreements?26. What sort of things might be suitable for inclusion in a shareholder agreement?Execution of documents and the company seal27. What documents must be executed?28. How are documents executed?29. What is a suitable form of words when a company seal is not used?30. Is it compulsory for a company to have a company seal?31. Who may sign when the company seal is used?32. What records should be kept of the use of the company seal?Officers of the company33. Who is an officer of the company?34. What are the consequences of being an officer of the company?35. Can all officers commit all the offences?36. I am an officer of the company and it all sounds rather worrying. How worried should I be?Company registration and company constitutionCompany registration37. How is a company registered?38. What are the contents of Form IN01 to register a company?39. What is included in the Company details Part of the form 'Application to register a company'?40. What is included in the Proposed officers Part of the form 'Application to register a company'?41. What is included in the Statement of capital Part of the form 'Application to register a company'?42. What is included in the Statement of guarantee Part of the form 'Application to register a company'?43. What is the Statement of compliance in the form 'Application to register a company'?Company constitution44. What is the definition of a company's constitution?Memorandum of association45. What is in the memorandum of a company incorporated on or after 1st October 2009?46. What was in the memorandum of a company with a share capital registered before 1st October 2009?47. What was in the memorandum of a company limited by guarantee registered before 1st October 2009?48. What has happened to the memorandum of a company registered before 1st October 2009?49. Would you please explain what is meant by "entrenchment" as mentioned in the answer to the last question.Company name50. What are the requirements that the company name should correctly designate the type of company?51. Are there any exceptions to the requirement for a private company to include 'Limited' or 'Ltd' in its name?52. What stops a company having a name that is the same as, or similar to, the name of another company?53. Are there any other limitations on the choice of name?54. Can I apply to have a registered company ordered to change its name?55. How can I easily check all the requirements concerning company names?56. How can a company change its name?Place of registration and the registered office57. What are the options for the place of registration?58. Must the registered office always be in the territory of incorporation?59. What are the consequences of the location of the registered office?60. Are there any more consequences of the location of the registered office?61. Can a PO Box Number be used as the registered office?62. Must the registered office be an actual office of the company?63. How is the address of the registered office changed?64. What are the consequences if the company is registered in Wales?Objects clause and authorised share capital65. What is (or was) the objects clause of a company registered before 1st October 2009?66. What is the position concerning an objects clause for a company registered on or after 1st October 2009?67. Must companies that are registered charities have an objects clause in their constitution?68. Are directors (other than in a charitable company) totally free to pursue any object that they wish?69. What is (or was) authorised share capital?Basic questions about articles70. What are the articles of association?71. Are the articles of association important? Why are there not more questions about them in this section of the book?72. How much freedom do the members have concerning the articles?73. Are there any requirements concerning format and presentation?74. I have heard of model articles. What does this mean?75. My company was registered before 1st July 1985. What difference does it make and does it matter?76. I notice that Table C is much shorter than Table A. Does this mean that it is easier to use and that there are fewer regulations governing a company limited by guarantee?77. What are the basic choices concerning articles?78. What does the term 'default provision' mean in relation to articles?79. Is the answer to the last question true for a company limited by guarantee?80. Can the articles override the provisions of the Companies Act or other Acts?Some key points from the model articles81. Do the model articles allow the directors as a whole to terminate the appointment of a director?82. Do the model articles allow a company to have a sole director?83. Do the model articles allow for partly paid shares?84. Do the model articles allow for alternate directors?85. Do the model articles give directors discretion to make further rules?Changes to the articles86. Can the articles be changed and if so how is it done?87. Is it possible to entrench the articles?Disclosure of statutory information88. Why is it necessary to disclose certain statutory information?89. What is the requirement to display the company name outside its business premises?90. What information must be given on company business letters and order forms?91. With reference to the last question - what exactly is meant by 'order form'?92. Are there other requirements concerning the disclosure of information on business letters?93. Must the company's registered name be given in other documents?94. Must the statutory information be given when the relevant information is communicated electronically?95. I have noticed that quite a few companies seem to not fully comply. Am I right and does it matter?Directors and company secretaryDirectors Basic questions96. What is meant by the terms executive director and non-executive director, and what are the differences?97. That's all very well but can you please give more details about the role of non-executive directors?98. What is meant by the term 'unified board' and do we have them in Britain?99. How are the chairman and managing director chosen and does a company have to have them?100. Does a managing director have any extra powers recognized by law?101. How can I find out if a particular person is banned from being a company director?102. In practice how does a company operate as a director of another company?103. Is there a prescribed minimum number of directors and is a sole director permitted?104. Is there a maximum number of directors permitted?105. The number of directors has dropped below the number needed for a quorum. What can be done?106. Are all directors officers of the company?Restrictions on who can be a director107. What groups of people are prevented by law from being a director?108. What groups of people may be prevented by the articles from being a director?109. Are there any age restrictions?110. Can a bankrupt be a company director?De facto and shadow directors111. What is a de facto director?112. I use the word 'director' as a courtesy title. What are the possible consequences?113. What is a shadow director?114. Can you give me some examples of when a person is or is not a shadow director?115. What are the consequences of a company having a shadow director?Alternate directors116. What is an alternate director and what are his powers and responsibilities?117. Who can be an alternate director and what are the formalities of appointment and removal?Nominee directors118. What is a nominee director?119. Are there any special dangers for nominee directors?120. Can you give a practical example of how a nominee director might get it wrong?Appointment121. How are directors appointed?122. How are the first directors appointed?123. What part does the law play in the appointment of directors?124. What part do the articles play in the appointment of directors?125. What do the new model articles say about how directors are appointed?126. How are directors appointed if the company has no living members or directors?127. What do the model articles say about the appointment of directors by the members?128. What does Table A say about notice to the members of a resolution to propose a director?129. Can the directors appoint a director?130. What steps should be taken on the appointment of a new director?131. We forgot to notify Companies House of my appointment as director. What should we do and am I a director?Resignation, retirement and removal132. What are the rules about a director's resignation?133. I have resigned as a director but the other directors refuse to accept my resignation and they have just included me as a director on the annual return. Am I a director?134. I have heard that a director must step down on reaching the age of 70. Is this correct?135. Today is 7th September. I resigned as a director on 30th June with effect from 31st December. What are my rights and responsibilities until 31st December?136. What are the rules about retirement by rotation?137. Does that mean that in most private companies directors do not retire?138. Does Table A specify events which lead to loss of office by a director?139. What do the new model articles say about events which lead to loss of office by a director?140. May company articles make other provisions for the removal of directors?141. Can a director be removed from office by a vote of the directors?142. What are the powers of the courts to ban a person from being a director?143. Does the answer to the last question mean that some people convicted of very serious crimes cannot be banned from being a director?144. What is the procedure for the removal of a director by the members at a general meeting?145. Is it always one share one vote on an ordinary resolution of the members to remove a director?146. Can a director be removed by means of a written resolution of the members?147. Can the members be prevented from removing a director?148. I control 51 per cent of the votes at a general meeting of the company. I think that people who ride motorcycles should not be company directors and a director will not heed my request to stop riding motorcycles. Can I requisition an extraordinary meeting and vote him off the board?Payment, expenses and service contract149. Must a director be paid?150. Who determines the directors' fees (if any) and terms of their contracts (if any)?151. Does HMRC treat the remuneration of executive directors and non-executive directors in the same way?152. What part of a director's fee is payable to a director who resigns part-way through a year?153. I am a director and the sole shareholder. Can I take as much money out of the company as I like?154. As well as being a director I own all the shares. I want to pay out all the profits to myself as a salary or bonus. Will there be any problems if I do this rather than pay a dividend?155. My company faces financial difficulties. How much should this be a factor in setting directors' pay?156. I am a director. What are my rights concerning the reimbursement of expenses that I have incurred?157. Must a director have a service contract?158. I am an executive director and I do not have a service contract. Should I have one?159. I am a non-executive director and I do not have a service contract. Should I have one?160. Are there any limits on the directors' powers to agree the terms of directors' service contracts?161. What things should be covered by a director's service contract?162. I have heard that long periods of notice are frowned upon. Is this correct?163. Is there a maximum period for which a director's service contract can run?164. Who can inspect directors' service contracts?165. Can I get a copy of a director's service contract?166. Where must a director's service contract be kept?Company secretary. The position and the role167. Is it compulsory for every company to have a company secretary?168. Who decides whether or not there will be a company secretary of a private company?169. Is the last answer really true in all private companies?170. Who chooses the company secretary?171. Who can be the secretary of a public company?172. Are there any exceptions to the requirement for the secretary of a public company to be a member of one of the bodies specified in the answer to the last question?173. Who can be the secretary of a private company?174. How has the office of company secretary developed over the years?175. What is the relationship between the company secretary and the directors?176. Are joint secretaries permitted?177. Can the directors appoint a deputy or assistant secretary?178. Does a company secretary who is also a director have an enhanced role?179. May the company secretary vote at a board meeting?180. Can the company secretary insist on attending a board meeting?181. What should the company secretary be paid?182. What steps should be taken on the appointment of a new company secretary?183. We forgot to notify Companies House of my appointment as company secretary. What should we do and am I the company secretary?184. I have just taken over as company secretary and things were not in good order. What can I do to put things right?Rights and duties of directorsRights185. Can directors delegate some or all of their duties?186. Are there any limits to the number of directorships that I can hold?187. As a director am I entitled to access to all the company's statutory records, minute books and accounting records?188. What right does a director have to call a meeting of the members?189. As a director I want to take independent advice on my responsibilities. Can I insist that it be paid for by the company?190. Do directors have the right to be indemnified out of company assets?191. What does the Act say on the subject of indemnification?192. May directors have the benefit of directors' liability insurance?Directors' general duties193. How did directors' general duties develop?194. Have directors' general duties now been codified?195. Can members ratify a breach of duty?196. To whom are the directors' general duties owed?197. How are the duties enforced?198. Would you please explain what is meant by a derivative claim199. Derivative claims sound like a license for anarchy. Am I right?200. Are there criminal sanctions for breach of the general duties?201. What are the remedies if an action is successful?202. Can a director be exempted from the consequences of a claim for breach of duty?203. Do the general duties apply to shadow directors?204. What are the general duties?205. What are the powers that directors must act within?206. What is the main thrust of the duty to promote the success of the company?207. There is more to it than that isn't there?208. How can that possibly be enforced?209. How does Section 172 affect the directors of a company that is a charity?210. And how does Section 172 affect the directors of a company that is experiencing financial difficulties?211. What is meant by the duty to exercise independent judgment?212. What is meant by the duty to exercise reasonable care, skill and diligence?213. With reference to the last answer, is the same standard required of all directors in all companies?214. Will you give an example of an old case concerning a director's duty of care?215. The Dorchester Finance Case is often quoted in connection with the duty of care. What happened?216. I am an unpaid non-executive director so presumably all this nonsense about the duty of care does not apply to me. I am right aren't I?217. What is the duty to avoid conflicts of interest?218. Does it make a difference if the conflict of interest is trivial?219. Can a director's conflict of interest be authorised by the directors?220. What is the duty not to accept benefits from third parties?221. Does it make a difference if the benefit is trivial?222. Can the directors authorise a director to accept a benefit from a third party?223. What is the duty to declare interest in proposed transaction or arrangement?224. Is an action for 'Unfair Prejudice' connected with directors' general duties?Substantial property transactions225. I have heard that the Act restricts substantial property transactions with directors. What does this mean?226. Who and what are 'connected persons' in connection with substantial property transactions?227. My company has breached the rules concerning substantial property transactions. What are the possible consequences and remedies?228. Substantial property transactions sound rather complicated. Can you give some practical examples?229. Is it allowed for directors to borrow company assets?Loans230. Can a company loan money to a director?231. Are there ways round the restrictions on a company making a loan to a director?232. What disclosure must a company make of loans to directors and connected persons?233. Are there any restrictions on a director lending money to his company?Statutory registers and Companies HouseStatutory registers. General (including location and inspection)234. How many statutory registers are there and what are they called?235. In what form may the statutory registers be kept and, in particular, may they be computerised?236. Must the company be supplied with information for the registers or is there an obligation to seek it out?237. Are there any requirements concerning where the statutory registers must be kept?238. Do nearly all companies strictly follow the rules about the location of the statutory registers?239. What are the rules about inspection of the registers?240. Are there measures in place to prevent improper use of the register of members?241. I think that the rules about access to the registers and provision of copies and extracts amount to a charter for nosey-parkers. Why cannot people get the information from Companies House?Register of members242. What details must be kept in the register of members?243. Are there any other requirements concerning the content of the register of members?244. What should I know about joint names appearing in the register of members and what about nominee names?Register of directors245. What information must be recorded in the register of directors if the director is an individual?246. How much freedom do I have in nominating my service address?247. I do not want to disclose my date of birth. Must I really do so?248. What information must be recorded in the register of directors if the director is a corporate director or a firm?Register of directors' residential addresses249. What information must be recorded in the register of directors' residential addresses?Register of secretaries250. What information must be recorded in the register of secretaries if the secretary is an individual?251. What information must be recorded in the register of secretaries if the secretary is a corporate director or firm?Register of charges252. What should I know about the register of charges?Register of interests disclosed253. What should I know about the register of interests disclosed?Companies House General254. What is the purpose of Companies House?255. What types of organisation must register information at Companies House?256. What does Companies House say that it does?257. What is the precise meaning of 'deliver to Companies House'?258. Is Companies House efficient and does it give value for money?259. I am a director who failed to file on time at Companies House. Will I be prosecuted?260. I am not too worried about filing late at Companies House. Should I be?261. What are the compliance rates for filing on time at Companies House?262. Our accountant looks after most things. Is it his responsibility to get everything necessary to Companies House?263. To what extent does Companies House verify information supplied to it?264. What is the relationship between the Registrar of Companies and Companies House?265. Which are the most commonly used forms?266. What is the logic of the numbering system of the Companies House forms?267. How can I contact Companies House?Filing268. What are the different ways of filing at Companies House?269. Please give a summary of everything that a company must file at Companies House.270. What are the time limits for filing at Companies House?271. Please give details of how electronic filing works.272. How is consent to act evidenced when a document is filed electronically?273. The answer to the last question seems bizarre. Are you serious?274. Will electronic filing become compulsory?275. I hate filling in forms so I plan to send all notifications to Companies House by letter. Is this acceptable?276. Companies House forms include a box for contact details. Is it essential that this information be given?277. How can I get hold of blank Companies House forms?278. Exactly how are resolutions registered at Companies House?279. What is the requirement to give details of members with the annual return?280. What are the rules about the quality of paper documents to be registered at Companies House?281. Must the existence of a shadow director be reported to Companies House?282. Are machine-generated or facsimile signatures on documents accepted by Companies House?283. How can I be certain that Companies House has received something that I have sent to it by post?284. What is the Companies House Anti-Hijacking Service (PROOF)?Access to information285. How can I use Companies House to obtain information?286. What are the advantages of the monitor service?287. Is on-line access expensive?288. I am interested in a company registered in the Channel Islands. Can I get a copy of its accounts from Companies House?Shares, debentures and dividendsShares289. My company is limited by guarantee. Can I safely ignore the questions about share capital and dividends?290. What is the significance of different classes of share?291. How do preference shares differ from ordinary shares?292. What is the difference between cumulative preference shares and non-cumulative preference shares?293. What is meant by the term 'partly paid shares'?294. Can I buy shares using a nominee name?295. What is meant by the term 'pre-emption rights'?296. Are there some circumstances in which pre-emption rights do not apply?297. May shares be issued at a premium and may they be issued at a discount?298. What must happen in the event of a serious loss of capital by a public company?299. In what circumstances may shares be forfeited or surrendered?300. Is interest payable if calls are paid late?301. Can stock be converted into shares?302. Can a minor own shares in his own name?Debentures303. What is the essential difference between shares and debentures?304. What charges must be registered?305. What is the position if a charge is not registered?Dividends306. Out of what funds may dividends be paid?307. Do the same restrictions apply to the payment of interest on loan stock and debentures?308. What is the procedure for declaring and paying an interim dividend?309. What is the procedure for declaring and paying a final dividend?310. Please give me examples of resolutions for the declaration of an interim dividend and a final dividend.311. My private company no longer holds annual general meetings. How can dividends be paid?312. Shareholder A sold shares to Shareholder B at about the time that the dividend was declared. Which one gets the dividend?313. Is it necessary to pass a resolution to pay a dividend on preference shares?314. What is a scrip dividend?315. Is it compulsory to provide a tax voucher?316. Is the issue of a duplicate tax voucher permitted?317. The shareholders want bigger dividends than the directors are willing to recommend. What happens?318. Can a shareholder waive a dividend?319. How should we respond to a request to issue a duplicate dividend warrant?320. A dividend warrant has not been presented for payment. What should we do?321. Do the owners of partly paid shares rank for the payment of a full dividend?Listed companies and corporate governanceListed companies322. What is UKLA and who is responsible for it?323. Can UKLA impose financial penalties?324. What is the status of AIM?325. How many quoted companies are there?326. What is the SETS system of trading?Corporate governance327. How have corporate governance codes developed since 1992?328. Does the Combined Code apply to all companies?329. Are smaller listed companies exempted from some of the requirements of the Combined Code?330. Does the Combined Code have the force of law behind it?331. How is the Combined Code laid out?332. What are the subject areas covered by the Combined Code?333. How must a listed company disclose how it has complied with the Combined Code?334. What exactly is meant by comply or explain?335. I invest in a company that does not comply with all the detailed provisions of the Combined Code. Am I right to be desperately worried?336. I have looked at the Combined Code and some of its provisions seem bland and obvious. Do others think this?337. What does the Combined Code say about combining the role of chairman and chief executive?338. What does the Combined Code say about the balance on the board between executive and non-executive directors?339. How does the Combined Code define an independent nonexecutive director?340. Does the Combined Code allow directors to have lengthy periods of notice?341. What does the Combined Code say about directors' remuneration?342. The guidance in the Combined Code seems sensible but somehow directors' remuneration in listed companies goes up year after year. Why is this and is it "fat cattery"?Resolutions and noticeResolutions343. What determines what type of resolution is required for a vote by the members?344. How is a special resolution passed?345. What types of business must be the subject of special resolutions?346. Do we still have extraordinary resolutions?347. What is an ordinary resolution and when is one needed?348. When is special notice of an ordinary resolution required and what are the procedures?349. Can a resolution of the members be passed as a written resolution?350. What are the rules for a written resolution of the members in a private company?351. I have heard that a decision may be taken as an informal corporate act rather than by passing a resolution. How does this happen?352. Would you please summarise the required notice periods for the different resolutions and also the majority of votes cast in each?353. Would you please explain what is meant by 'clear days'?354. What resolutions must be registered with the Registrar of Companies?Notice General355. Who has the authority to issue a notice convening a meeting of members?356. To whom should notices be sent?357. What is the consequence if a notice is not sent to someone entitled to receive a notice?358. What is the position if there is an accidental failure in giving notice of a resolution or a meeting?359. Is the notice that convenes a meeting relevant to establishing whether or not it is an annual general meeting?Notice periods360. What are the required periods of notice for the different types of meeting?361. In what circumstances is short notice possible?Content of notices362. What must be included in a notice convening a meeting?363. Are there any particular requirements concerning the date, place and time of a meeting?364. What exactly is meant by the requirement that a notice should give a general description of the business to be transacted?365. What information about the right to appoint a proxy (or proxies) must be included in the notice?366. Is it essential that proxy forms accompany notices?MeetingsMembers' meetings General367. Can the members insist that a general meeting be held?368. Who has the right to attend a members' meeting?369. Is it possible to amend special resolutions or ordinary resolutions requiring special notice?370. Is it necessary to give notice of an adjourned meeting?371. What business can be conducted at an adjourned meeting?372. What rights does a proxy have at a members' meeting?373. My company has 100 shares registered in joint names and the joint shareholders disagree about how the votes should be cast. Does each shareholder cast 50 votes as they wish?Quorum374. What is the quorum for a members' meeting?375. What happens if a quorum is not present or if a quorum ceases to be present?376. What happens if it is not possible to obtain a quorum?Annual general meeting377. Must a company hold annual general meetings and, if so, what are the laws concerning timing?378. We are getting close to the last permitted date for the annual general meeting and the accounts are not ready. What can we do?379. Must certain business be conducted at an AGM and is there some business that cannot be conducted at an AGM?380. What is the normal business of an annual general meeting?381. Is it lawful to hold an annual general meeting at which no business is transacted?382. Can the members require that a resolution be circulated in connection with a forthcoming annual general meeting?Chairman and conduct of meetings383. Who will be the chairman of a members' meeting?384. Does the chairman have a casting vote?385. Must the chairman's casting vote be exercised in a particular way?386. From what does the chairman derive his powers?387. What are the duties of the chairman?388. Must the chairman allow everyone to speak, to say exactly what they want and to take as long as they wish?389. What are the chairman's powers to adjourn the meeting?Voting390. In what circumstances is voting conducted by a show of hands?391. Who can vote on a show of hands?392. How is voting on a show of hands conducted?393. How is a poll demanded?394. Can articles require that all resolutions proceed directly to a poll without a show of hands first?395. How long is allowed before a poll is taken?396. How is voting on a poll conducted?Board meetings General397. Are matters at a board meeting settled by a majority vote?398. Who is the chairman of the board of directors?399. Does the chairman have a casting vote at a board meeting?400. What are the chairman's powers and duties at a board meeting?401. Who or what determines the rules for the conduct of board meetings?402. What number is a quorum for a board meeting?403. What happens when the number of directors falls below the number needed for a quorum?404. Can a board operate entirely by means of written resolutions?405. What matters can a board delegate to a committee?406. Can any director call a board meeting?407. What period of notice is required for a board meeting and in what form must the notice be given?408. May a person who is not a director be allowed to attend a board meeting?409. Can a valid board meeting be held without all the directors being in the same place?410. Can a board meeting be held without all the directors being informed?411. How frequently should the board meet?412. Can a formal board meeting ratify the business done at an informal meeting?413. I am sure that there have been many interesting cases about board meetings. Would you tell me about one of them?414. I have read the questions and answers in this section about board meetings and in many respects my board does not operate in the required way. Does it matter?Good board meetings415. Can you suggest a good system for the scheduling of a board meeting and preparation for it?416. Have you any other suggestions that may help facilitate good board meetings?417. We hardly ever have a formal vote at our board meetings. Have we got it wrong?Minutes. General418. Must minutes of meetings be taken?419. For how long must minutes be kept?420. Who has responsibility for the minutes?421. What does Table A say about minutes?422. What should be recorded in the minutes?423. How can a mistake in the minutes be corrected after they have been signed?424. Is it a requirement that minutes be kept in a bound book?425. Is it necessary to enter written resolutions of the members or directors in the minute book? And is it necessary to record informal corporate acts by the members in the minute book.426. What are the legal requirements when there is a sole director or sole member?Approval and afterwards427. What is the correct system for approving the minutes?428. Are duly signed minutes conclusive evidence of what happened at a meeting?429. Is it necessary to keep the minutes of directors' meetings separate from the minutes of members' meetings?Accounts and auditAccounts430. Whose responsibility is it to prepare, lay (if required) and deliver the accounts?431. What are the procedures for approving, signing, laying and delivering the accounts?432. What are the requirements for a dormant company?433. What is the composition of a set of accounts?434. What are the special rules for the period of a company's first accounts?435. Is it compulsory that accounts comply with accounting standards?436. What are the definitions of small and medium-sized companies?437. What are the benefits of being a small or medium-sized company?438. What exemptions are available for abbreviated accounts?439. What is the accounting reference date and what is its significance?440. Can the accounting reference date be changed?441. Is there a way round the restrictions on changing the accounting reference date?442. What are the time limits for laying and delivering the accounts?443. Is it possible for the time limits to be extended?444. What are the penalties for late delivery of the accounts to Companies House?445. For how long must accounting records be kept?Audit446. What is the requirement to have accounts audited?447. Is the requirement different for companies that are charitable companies?448. Can the members insist on having an audit?449. What are the main duties of an auditor?450. Does the auditor have any other duties?451. Who and what can audit companies?452. How are auditors of public companies appointed and how is their remuneration fixed?453. How are the auditors of private companies appointed and how is their remuneration fixed?454. Can the directors remove an auditor?455. What rights does an auditor have in connection with members' meetings?456. What rights do auditors have to see documents and have their questions answered?457. Who is required to co-operate with an auditor?458. What are the obligations of the directors to draw relevant matters to the attention of auditors?459. What are the obligations of a resigning auditor?460. How may an auditor be removed before the expiry of his term of office?Financial difficulties, winding-up and striking-offFinancial difficulties The position of the directors461. What should the directors do when they believe that their company may have financial difficulties?462. What should directors not do when they believe that their company may have financial difficulties?463. What action might directors take after receiving suitable professional advice?464. What personal risks might directors run when a company faces financial difficulties?Administration465. Why was the concept of administration introduced in 1986?466. Yes - but just what is administration?467. What is a Licensed Insolvency Practitioner?468. What are the permitted purposes of administration?469. Who can apply to have a company put into administration?470. Is it true that a company can only go into administration if it is unable to pay its debts?471. What does 'unable to pay its debts' mean?472. What powers does an administrator have?473. What are the consequences of a company going into administration?474. I am a director of a company that is going to go into administration. What will my powers be?475. I am a director of a company in administration. Can I be dismissed by the administrator?476. One of our customers is in administration. What powers do we have?477. Is an administrator personally liable for contracts that he makes on behalf of the company?478. What is a pre-pack administration?Receivership479. What is receivership?480. Would you please define an administrative receiver?481. What is the essential difference between administration and receivership?482. I have heard that there are more administrations and less receiverships. Why is this?Winding-up. General483. What are the three ways in which a company may be wound up?484. What are the stages in a winding-up?485. What is the difference between a members' voluntary winding-up and a creditors' voluntary winding-up?486. What are acceptable reasons for a members' voluntary winding-up?487. In what circumstances can a company be wound up by the court?488. In what circumstances might the court decide that it is just and equitable for a company to be wound up?Order of priority in the distribution of funds489. My company is insolvent and is being wound up. Who will get what money there is?490. If a company is insolvent, what part of its money is ring-fenced for ordinary creditors?491. Which debts rank as preferential?Striking-off. Following application by the directors492. We want to end the registration of a dormant company. Is there an alternative to a members' voluntary winding-up?493. What are the steps leading to the voluntary striking-off of a company?494. What are the possible pitfalls of a voluntary striking-off?495. My company has been the subject of a voluntary striking-off. Could it be restored to the register?At the instigation of the registrar496. Can a company be struck-off without the knowledge of the members or directors?497. What steps does the Registrar take before deciding to strike-off a company?498. I am a director of an active company that has just been struck-off by the Registrar. Am I right to be angry?499. I am (or was) a director of a company that was struck-off even though it is still trading. What should I do?500. During what period may an application be made to have a company restored to the register that was struck-off at the instigation of the Registrar?501. My company has been struck-off. Are officers of the company released from their liabilities?
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