英国特许公认会计师模拟试题F4

英国特许公认会计师模拟试题F4
4 In the context of company law explain:
(a) the doctrine of separate personality
and its consequences; (6 marks)
(b) the circumstances under which separate
personality will be ignored. (4 marks)
(10 marks)
答案：4 This question asks candidates
to consider the doctrine ofseparate personality,
one of the key concepts of company law. It also
requires some consideration of the occasions
when the doctrine will be ignored, and the veil
of incorporation pulled aside. This latter part
will demand consideration of
both statute and common law provisions.
(a) Separate personality
Whereas English law treats a partnership
as simply a group of individuals trading collectively,
the effect of incorporation is
that a company once formed has its own distinct legal personality, completely separate from its members.
The doctrine of separate or corporate personalityis
an ancient one, but the case usually cited in relation
to separate personality
is: Salomon v Salomon & Co (1897). Salomon had been in
the boot and leather business for some time. Together with other members of his family he formed a limited company
and sold his previous business to it. Payment
was in the form of cash,
shares and debentures. When the company
was eventually wound up it was argued that
Salomon and the company were
the same, and, as he could not be his own creditor,
his debentures should have no effect.
Although earlier courts had decided
against Salomon, the House of Lords
held that under the circumstances,
in the absence of fraud, his debentures were valid.
The company had been properly constituted and consequently it was, in law, a distinct legal person,
completely separate from
Salomon. Prior to the Companies Act 2006
(CA 2006) true single person limited companies,
with only one member, could
be formed but t。