Skip to contentSkip to search

Ask the Tutor ACCA LW

Veil of incorporation

AAynur1mo ago

Hi Sir, could you please help me find the correct answer? I thought the correct option was A, but I’m not sure.

At common law, which of the following situations will cause the veil of incorporation to be lifted?

○ A disqualified director participates in the management of the company

○ A public company commences trade without a trading certificate

○ A company is set up for a clearly fraudulent purpose

MikeLittleMikeLittleTutor1mo ago#1

Hi

Lifting the veil is an option where, for example, it is believed that the true purpose of a company's formation differs from the declared purpose on incorporation.

A disqualified director participating in management is a statutory offence (not common law) and could result in that 'director' being held personally liable.

Similarly, a public company trading without a trading certificate is also a statutory offence (not common law) and opens the directors to the prospect of personal liability.

I struggled with the wording of option (c). If a company is set up for a 'clearly fraudulent purpose', I had to ask myself 'Why was it registered?' For example 'The company is set up for the purpose of increasing the number of opportunities for the directors to indulge in money laundering' - that would be for a 'clearly fraudulent purpose'. I don't like the wording of the option!

But, given that the other two options are statutory offences rather than common law matters, the correct option has to be the 'clearly fraudulent purpose' option.

OK?

AAynur1mo ago#2

You helped me understand this part completely and really made it click for me. The answer is clear now. Thank you so much, Sir!

MikeLittleMikeLittleTutor1mo ago#3

You're very welcome. Post again whenever you feel the need

OK?

AAynur1mo ago#4

Okay of course :)

MikeLittleMikeLittleTutor1mo ago#5

:-)

Sign into reply to this topic.