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You’re very welcome Melinda and many congratulations on passing the Law paper
Here we go! Home at last 🙂
Sujin, I have copied Section 580 of Companies Act 2006. I think that this should help particularly the last 6 words of S580 (2)
“580 Shares not to be allotted at a discount
(1) A company’s shares must not be allotted at a discount.
(2) If shares are allotted in contravention of this section, the allottee is liable to pay the company an amount equal to the amount of the discount, with interest at the appropriate rate.”
OK now?
This second issue of shares is different from the first issue. In that first issue, Gus was always liable to pay the uncalled amount. However, in the second issue, the directors informed Gus that the total amount payable for each share would be 40c.
Issue 1 was an issue of $1 shares, 75c paid (and a further 25c payable when the directors called up that 25c balance)
Issue 2 is clearly an issue at a discount (” ….. he would only have to pay a total of 40 cents for each $1 share.”) and the balance of 60c is now payable together with interest at the appropriate rate as per Section 580
All clear?
Still stuck in England but hoping to get away later today, fingers crossed!
Nullu, you put me to shame. In my haste to answer you I failed to note the precise wording specifying the date for acceptance. It is not an option period as I have misread it.
Where an offer specifies a particular date, then that makes it irrevocable before that date.
OK?
Sujin, I am, sadly, as confused as you! My choice would have been $6,000 but no interest. I’m away fromome at the moment, stuck in eengland waiting for Heathrow to become fully operational again and hopefully arriving home early on Sunday morning. I’ll look at this issue re interest when I get home.
May I ask that you repost your question so that I shall see it on Sunday / Monday and am reminded that it needs attention?
I see no sign of irrevocable! I’m with you on this – unless Mildred has paid for the ‘option’ period then, in my book at least, Esme is entitled to withdraw the offer before Mildred accepts. Are you sure that you have given me the full question?
Appointment of company secretary – this is clearly not one of the 4 matters.
Reappointment of auditors should, technically have read ‘reappointment of the auditors and authorise the directors to fix the auditors’ remuneration’
The directors will propose / suggest the dividend to be approved and the members will (hopefully!) approve. But the actual PAYMENT of the dividend has nothing to do with the AGM.
Formal presentation of the financial statements includes the consideration of the directors’ report.
OK now?
I have a question for you!
Why? Why are you putting yourself through the pain / pleasure of Global Law when you have already earned an exemption? That’s none of my business so let’s move on.
If you’re looking to improve your knowledge generally then the simple answer I should give you is…. study both. You will learn matters from the hub that are not covered in Kaplan and vice versa.
If you’re simply looking for a quick revision of matters that you have theoretically covered in your degree, then the course notes and lectures could be sufficient.
Looking to improve yourself, then why seek to limit the extent of new matters to learn by choosing one source over another?
Has that helped?
Rija, in future could you please give me the entire question? Without knowing that Don is the promoter of a new company called Eden, it’s difficult to see where this question is going!
IF Don had entered into the contract in his own name (in preparation to sell it to the company after formation) yes, the contract would have been enforceable. The fact is that Don has no representative capacity in relation to a company that does not (by definition) exist. And, because the company does not exist at the date of Don’s actions in entering a contract, (Don entered into a contract in the company’s name), neither Don nor Eden can have any rights of enforcement.
Is that ok?
Same comment as for Archa in January! Are OpenTuition FREE materials together with a Revision Kit (eg from BPP) not sufficient? They have proved to be so for thousands of students since we started in 2008
Post on Ask ACCA Tutor if you have a problem with your studies
OK?
We are agreed on A and D! So it’s just B and C that we neem to consider.
A creditor may appoint, but only with the sanction of the court.
For option C the administrator is the agent of the company but they also have legal responsibilities to the creditors (FYI they are also an officer of the Court!)
Do you want chapter and verse references?
OK
May I point out that ‘Hello’ as the subject line is a long, long way from being a useful indicator of your question? Might I suggest that you re-post and use a different subject line? Maybe something like ‘WES Canada degree UK equivalent’?
That would certainly be more indicative for anybody that has the knowledge necessary to give you a sensible answer.
Good luck
Oh my! How you brighten up my life 🙂
Option A – naughty. But naughty at any time and not necessarily as a consequence of their company being insolvent
Option B – I think that we are agreed on this – making a false declaration of solvency is clearly a criminal offence and such a declaration is only required when a company is facing an insolvent position.
Option C – Let me come back to this one
Option D – Again, naughty. But not naughty only when connected with insolvency. The tie into insolvency is not a consequence of ‘action and reaction’.
So I’m eliminating options A and D as being not directly tied to insolvency.
Now then! Option C. Clearly tied inexorably to insolvency. But is it criminal? Section 214 of the Insolvency Act 1986 clearly sets out that wrongful trading is a civil wrong. Fraudulent Trading is a criminal offence but that’s not tied to insolvency.
I’ve checked the Insolvency Act and there doesn’t appear to be any relevant update / amendment. I visited a site for ‘company rescue’ (www.companyrescure.co.uk) and they reiterate the mantra that wrongful trading is a civil offence. But then they confuse me with this (I quote) “In some cases, they (directors) can also be disqualified from being a director, fined or even imprisoned.”
Getting back to the question … option B is clearly half of the answer and options A and D are clearly not.. That leaves option C as the other half … even though it’s civil and not criminal 🙁
Poor question? Where is this one from?
OK?
If you should happen to make further enquiries and find an explanation for the answer, I would greatly appreciate it if you would educate me with that explanation 🙂
Thanks in advance
Hmmm. Maybe. But that would be a very strange question! Sorry that I can’t help further 🙁
Hmmm. Maybe. But that would be a very strange question! Sorry that I cant help further 🙁
When, in lectures, I exhort my students always to RTFQ, I insist that, no matter what they initially thought, the F in RTFQ stands for ‘FULL’. 🙂
Apparently Ian is now an active participant in the actual laundering process. Unless there is more to the question that you are again teasing me by its omission, then I must agree with you that Ian is equally liable as Jet under money laundering legislation.
Strange that the printed solution says ‘Not guilty’
Where’s the question from? And is there no further justification for the ‘not guilty’ answer?
Hi Iniss
This is a strange one, indeed.
The three offences under money laundering legislation are:
Laundering, Failure to report and Tipping off.
That second one, failure to report, occurs when an individual fails to report knowledge or suspicion of money laundering.
Given the scenario of Ian and Jet as set out in the question, it would seem easy to answer that ‘Yes, it IS an offence’.
However, so far, Jet has not been involved in laundering – he’s only considering it! And the offence is where there is knowledge or suspicion of laundering … and so far no laundering has yet taken place.
Now, when Jet takes Ian’s suggestion to heart and invests in Kickers and starts to launder, that’s when Ian then has to throw Jet under the metaphorical bus and report him. Imagine what’s next … Jet’s in court and his defence revolves around the assertion that he was only acting on Ian’s advice.
That would certainly make an interesting exchange.
OK?
We have two separate contracts here.
Firstly, we have the coal merchant contracting with Scotson to deliver and unload coal at Pegg’s premises.
Secondly, unbeknownst to Pegg that Scotson was already bound to deliver and unload, Pegg told Scotson that “in consideration” of Scotson delivering coal to them, Pegg will unload it.The two contracts have to be read in isolation, unaffected by each other. So far as Pegg was concerned, Pegg received the benefit of having the coal delivered and, in exchange, Pegg unloaded it.
Your post says: ‘but I still believe that had Pegg not contracted with Scotson, Scotson still has to deliver anyway’ Quite right. But Pegg didn’t know that – so Pegg believes that he is receiving a benefit and Scotson is therefore able to sue successfully in his attempt to get the money from Pegg.
You also ask, intriguingly (!), ‘if Scotson fails to deliver, can both Pegg and X sue him?’
WOW!!! Not only does Scotson stand to be paid by the coal merchant AND Pegg, you’re suggesting that there’s some possibility that he may choose to breach both contracts! IF, for some outrageous reason, Scotson were to breach this super-lucrative situation in which he finds himself, then, Yes, both the merchant AND Pegg would have just grounds to sue for breach of two separate contracts.
OK?
72 hours notice of when she will be required to turn up for work? Is she OBLIGED to turn up? Or can she say that ‘Sorry, I’m doing something else that day’? Is there any supervision over the quality of her work? Is she controlled by Belle as to the beauty treatment that she provides to the client or is Anita working to the client’s instructions?
Do we have a situation of supervision, direction and control?
This question of employee / independent contractor is determined by the weighing of factors that do indicate employment against factors that suggest independence. And, in my view, the 3 day notice requirement and the provision of a uniform are far outweighed by Anita’s availability to work elsewhere when not required to attend at Belle’s as well as the ability to turn down Belle’s work and, probably, determine which days she wishes to take as holidays.
I think that it’s a tricky question to answer definitively given that there is a strong argument for option B as well as the indicated option A. I would find it difficult to persuade you why option B was incorrect 🙁
OK?
Hi
Here is Section 81 of Companies Act 2006:
81
Change of name: effect
(1)A change of a company’s name has effect from the date on which the new certificate of incorporation is issued.(2)The change does not affect any rights or obligations of the company or render defective any legal proceedings by or against it.
(3)Any legal proceedings that might have been continued or commenced against it by its former name may be continued or commenced against it by its new name.
However, let me remind you that there is NO NEED FOR YOU TO KNOW or learn case names, section numbers, titles of Acts and so on. I have merely quoted the Act and Section number to show you the authority behind the printed solution 🙂
OK?
Yes, I believe that ‘battle of the forms’ adequately describes the situation. There’s a bit of an issue with ‘as the offeree already accepts, the contract will be governed by terms of the offeror?’
Acceptance is only effective where it is made ‘complete and unconditional’ Where the offer contains proposed clauses which are not to the liking of the offeree, that’s when battle commences. As to whose terms will apply to the final agreement, well, that depends. But that’s surely why there is the battle – each side wishing to impose their own preferences. And only when battle ceases (because there are no further contentious issues to resolve) will we determine the precise negotiated discussed terms that are present in the final contract.
OK?
Think of this as reading ‘Must there be a formal written contract of guarantee’ and place emphasis in your mind of the requirement for ‘formal’
No – there is no need for a formal contract. However, there must be sufficient written EVIDENCE to support the claim that a guarantee arrangement exists. Without that evidence in writing, it would be available for any aggrieved person facing bankruptcy to claim that “I had an agreement with Elon Musk that he would guarantee all my debts incurred as a result of my business activities failing”.
If there were no requirement for the contract itself to be in writing nor even a requirement for there to be sufficient written evidence, imagine what a circus that would result in!
And don’t be so dismissive of the silliness of your questions! They aren’t silly and they’re taking me quite some time to get my head round them so that I may explain the situation with sufficient clarity 🙂
OK?
