CHAP 9

Question 1

Companies Act 2006

Answer 1

• Fail to display its name its places of business, official, registered office, on business letters and contracts, etc.
• Idv mem may initiate action to dir or any person in breach of duty to the company or acting negligently
• Groups of companies must prepare group accounts
• PLC trades without a statutory trading certificate directors bcm perso liable
• Mem askrelief from court unfairly prejudicial to their or its interests

Question 2

Disadvantages of incorporation include:

Answer 2

members loss of personal interest or overruling by majority (Rule in Foss v Harbottle);
formalities (e.g. external audit requirement);
expenses (e.g. filing fees);
publicity; and
taxation (may also be advantageous).

Question 3

Liftinng veil of incorpor

Answer 3

Members and directors can be liable if they personally guarantee company debts. Other exceptional circumstances for lifting the corporate veil include:
sham company (i.e. to avoid liabilities);
public interest;
members’ duty of care; and
quasi-partnerships