2014年ACCA考试F4公司法与商法第二十三章总汇2

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2014年12月ACCA考试《F4公司法与商法》辅导要点十二

2014年12月ACCA考试《F4公司法与商法》辅导要点十二本文由高顿ACCA整理发布，转载请注明出处11 Discharge, breach of contract and remedies1 Discharge1.1 A contract can be discharged in a number of ways. The method of discharge may amount to a breach of contract and hence give rise to a claim for damages. However, there are other methods of discharging a contract that will not give rise to a breach of contract claim namely discharge by(a) Agreement(b) Performance.1.2 Agreement(a) Agreement means that both parties agree that the contract be discharged. Some contracts provide for discharge by agreement for example by expressly stating that the contract can be discharged by notice.Alternatively:(b) The contract can be discharged by a completely new agreement e.g. where one party agrees to accept a change in the other's performance (a 'variation' agreement). To be binding such agreements themselves must be supported by consideration.1.3 Performance(a) This is the most common way in which a contract is discharged. It is important that performance occurs as without it there will be a breach of contract. It would also be inequitable to allow one party to sue another for breach if he himself has not performed the terms of the contract exactly and completely. This is known as the rule in Cutter v Powell.(b) Sometimes the rule is Cutter v Powell can act harshly and hence some exceptions to the rule have developed for example where non-performance has been caused by the other party.1.4 Breach(a) Contracts can be discharged by fundamental breaches of contract.(b) Breach of condition:(i) Straightforward breach is easy enough to understand. One or both parties are not complying with the conditions of the contract. Remember the injured party may only bring the contract to an end if there has been a breach of condition.(ii) Anticipatory breach is where one party indicates that he does not intend to complete his part of the contract. The innocent party (the claimant) can sue on notice.But claimant can elect to ignore the breach, complete his part of the contract and then sue: White and Carter (Councils) Ltd v McGregorIf the claimant so elects he must complete his part properly or he himself will be liable for breach.Actions for anticipatory breach should be started at once otherwise factors may intervene which mean the contract is automatically discharged (e.g. on outbreak of war that would render the contract illegal).更多ACCA资讯请关注高顿ACCA官网：。

acca各科考试大纲

acca各科考试大纲ACCA各科考试大纲是ACCA考试的重要参考，它详细说明了每门考试科目的内容、考试形式和评分标准。

以下是一些ACCA主要科目的考试大纲概述：1.F1《商业与科技》：本科目涵盖了商业组织、管理、营销、信息技术等方面的知识，旨在测试考生对商业运营和科技应用的理解能力。

2.F2《管理会计》：本科目主要涉及管理会计的基本概念、成本分类、预算编制、差异分析等内容，旨在培养考生的管理会计技能和决策能力。

3.F3《财务会计》：本科目主要考察财务会计的基本原则、财务报表的编制和解读、会计政策的选择等方面，旨在培养考生的财务会计技能和财务报告分析能力。

4.F4《公司法与商法》：本科目主要涉及公司法、合同法、商法等法律领域的基本概念和原则，旨在培养考生的法律意识和商业法律应用能力。

5.F5《业绩管理》：本科目涵盖了业绩评估、成本管理、预算控制等方面的内容，旨在培养考生的业绩管理技能和成本控制能力。

6.F6《税务》：本科目主要涉及税务法规、税务筹划、税务申报等方面的知识，旨在培养考生的税务处理能力和税务筹划能力。

7.F7《财务报告》：本科目是F3的延伸，更深入地探讨了财务报告的编制和分析，包括合并报表、财务分析等内容，旨在培养考生的高级财务报告技能和分析能力。

8.F8《审计与认证业务》：本科目主要涉及审计程序、内部控制评估、风险管理等方面的知识，旨在培养考生的审计技能和风险管理能力。

9.F9《财务管理》：本科目涵盖了投资决策、融资决策、资本结构管理等方面的内容，旨在培养考生的财务管理技能和资本运作能力。

10.P级科目（P1-P7）：这些科目是ACCA的高级阶段课程，涵盖了更专业、更深入的领域，如高级业绩管理（P1/P3）、高级财务管理（P2）、高级税务（P6）、高级审计与鉴证（P7）等。

这些科目旨在培养考生在专业领域的高级技能和知识应用能力。

2014年6月ACCA《公司法与商法》真题及答案探究四

2014年6月ACCA《公司法与商法》真题及答案探究四本文由高顿ACCA整理发布，转载请注明出处Question:In the context of payment for shares issued by a company, explain the meaning and legal effect of the following:（a）capital maintenance;（b）issuing shares at a premium;（c）issuing shares at a discount.Answer:（a）Shareholders in limited liability companies enjoy the benefit of limited liability and usually cannot be required to pay more than the value of the shares they take in their company. However, that privilege is only extended to them on the basis that they fully subscribe to the company‘s capital. In turn, that capital is seen as a fund against which creditors can claim in the event of a dispute. Capital maintenance refers to the way in which the capital fund of limited liability companies can be used and, most essentially, reduced. The fundamental rule is that payments may not be improperly made out of capital to the detriment of the company‘s creditors. To that end, company law lays out rules as to what may be considered proper payment from capital and, in particular, establishes clear rules relating to the payment of dividends and the ways in which capital can be reduced.（b）It is possible, and not at all uncommon, for a company to require prospective subscribers to pay more than the nominal value of the shares they subscribe for. This is especially the case when the market value of the existing shares are trading at above the nominal value. In such circumstances the shares are said to be issued at a premium, the premium being the value received over and above the nominal value of the shares. Section 610 CA 2006 provides that any such premium received must be placed in a share premium account. The premium obtained is regarded as equivalent to capital and, as such, there are limitations on how the fund can be used. Section 610 provides that the share premium account can be used for the following limited purposes:更多ACCA资讯请关注高顿ACCA官网：。

2014年ACCA考试F4公司法与商法第十六章总汇2

2014年ACCA考试F4公司法与商法第十六章总汇2本文由高顿ACCA整理发布，转载请注明出处2 Name clause2.1 This obviously sets out the company's name.Refusal to register2.2 By the Registrar may refuse to register a name which is:(a) offensive (in the opinion of the Secretary of State)(b) constitutes an offence (ie, prohibited by statute: Banks must be registered under the Banking Acts)(c) the same as an existing corporation (although a person can use his/her own name)(d) where the words require permission and this has not been provided. There are two types of such words:(i) those which imply a connection with the government or civil service.(ii) those mentioned in the list in the Business Names Act 1985 and The Company and Business Names (Amendments) Regulations 1992.Passing or Off2.3 (a) There is a tort (called passing?off) where a person carries on a business undera name that would mislead the public into believing the business is conducted by another person.(b) The most common method is to trade under a similar name.(c) The injured party must prove that there is a genuine possibility of confusion.(d) Remedies:(i) an injunction to prevent further violation.(ii) damages.(e) The court tends to allow the use of a person's name who is directly involved with the company.Changes of name2.4 (a) The name clause can be changed by special resolution.(b) The Secretary of State can order a company to change its name(i) Within 12 months if the company has been inadvertently issued with a name similar to that of an existing company.(ii) Within 5 years if misleading information was supplied.(iii) At any time if the use of the name is likely to cause harm to the public.(c) Action of company (whether acting voluntarily or by direction).A copy of the special resolution and the revised memorandum must be sent to the Registrar within 15 days.(d) Action of Registrar:(i) He alters the register.(ii) He issues a new certificate of incorporation.(iii) He advertises issue of the certificate of incorporation in the London Gazette.(e) Two further points:(i) The change of name does not affect rights or obligations under the old name.(ii) The change of name takes effect from the date of issue of the new certificate.Publication of the name2.5 (a) The name must appear legibly and conspicuously:?(i) outside the registered office and all place of business.(ii) on the common seal. s.350 (if the company has one).(iii) on all business letters, notices and official publications.(iv) on all bills of exchange, cheques, promissory notes, orders, receipts and invoices signed or issued on the company's behalf.(b) Penalties:(i) a fine for every officer wilfully authorising or permitting it.(ii) personal liability for any person issuing any bill of exchange, promissory note, cheque or order for money/goods without the company name: Penrose v Martyr Limited Liability2.6 (a) The name of a private company limited by shares must end with 'Limited' or Ltd'.(b) The name of a public company must end with the words 'public limited company' or p.l.c.(c) 'Limited', 'Ltd', 'public limited company' or 'plc' must not appear anywhere except at the end of the name.更多ACCA资讯请关注高顿ACCA官网：。

2014年ACCA考试F4公司法与商法第十一章总汇2

2014年ACCA考试F4公司法与商法第十一章总汇2本文由高顿ACCA整理发布，转载请注明出处3 DAMAGES – Available only if the injured party has completed his contractual obligationsDoctrine of restitution3.1 Aim is to place the innocent party (or claimant) in the same position as if the contract had been performed.3.2 The intention is not punishment, but compensation. This reflects the fact that a breach of contract claim is on the basis that something should have been done, but wasn’t.Remoteness of damages3.3 (a) Damages are awarded to compensate for loss of bargain or to extent of contractual expectations. Some limit is placed on the nature and scope of loss recoverable.Rule in Hadley v Baxendale make losses compensatable if:(i) they arise naturally; and(ii) they are within the reasonable contemplation of the parties at time of contract.(b) See also: Victoria Laundry v Newman IndustriesMeasure of damages3.4 (a) Assessed with reference to doctrine of restitution.(b) One can only claim for actual loss suffered. Note however that nominal damages can be available.(c) Non financial loss may be recoverable where contract is one for provision of enjoyment or peace of mind: Jarvis v Swan Tours. Also the courts may award damages for distress and loss of amenity where the cost of curing a defect is excessive: Ruxley Electronics v Forsyth.(d) Claimant must take reasonable steps to mitigate loss: Payzu v Sanders.(e) Penalty clauses in contract will not be upheld. The exception is where the clause is a genuine pre-estimate of loss: Dunlop v New Garage: Liquidated damages clauses.更多ACCA资讯请关注高顿ACCA官网：。

ACCA-F4知识要点汇总(精简版)

ACCA-F4知识要点汇总(精简版)1. 公司法律结构及管理公司的法律结构包括公司章程、股东协议、公司登记簿、董事会、股东大会、公司秘书等。

管理层需要遵守法律法规，同时也应该关注公司的社会责任和企业道德。

2. 公司财务及税务公司的财务部门需要负责编制财务报表、管理公司资金、进行预算和决策分析等。

税务部门需要负责申报税务、缴纳税款以及规划税务策略。

3. 合同法律框架合同是商业交易的基础，具有法律约束力。

合同的成立需要满足合同要素、合同内容的充分和明确、合同手续正确等条件。

合同的违约应该依法承担相应的法律责任。

4. 卖方和买方的权利与义务在商品的交易中，卖方需要履行交货、履行义务、提供货物信息等职责；买方需要履行付款、接收货物、检验货物、通知卖方等职责。

同时，卖方和买方也有权利保护自己的利益。

5. 银行融资银行融资是常见的企业融资方式，包括贷款、信用证、保函等。

企业在申请银行融资时需提供充分的资料和合理的担保措施，并在合同履行期内按期还款。

6. 国际贸易国际贸易的主体包括进出口商、代理商、货代、保险公司等。

在国际贸易中，涉及到的问题有贸易商信用、运输保险、海关手续等。

企业需要制定适应国际贸易的商业策略。

7. 合并与收购合并与收购是企业快速扩张的一种方式。

在进行合并与收购时，需要考虑战略目标、财务风险、员工合法权益等问题，并进行充分的财务、法律尽职调查。

8. 会计和审计会计和审计是公司财务管理的重要组成部分。

会计部门需要负责制定会计政策、编制财务报表等。

审计部门需要进行内部审核、外部审核等工作，并对财务报表的真实性和准确性进行评估。

ACCA考试F阶段、P阶段大纲全解析

本文由高顿ACCA整理发布，转载请注明出处
课程类别
课程序号
课程名称(中)
课程名称(英)
知识课程
F1
会计师与企业
Accountant in Business (AB/FAB)
F2
管理会计
Management Accounting (MA/FMA)
F3
财务会计
Financial Accounting (FA/FFA)
本文由高顿ACCA整理发布，转载请注明出处，更多ACCA资讯请关注高顿ACCA官网：
选修课程
（4选2）
P4
高级财务管理
Advanced Financial Management (AFM)
P5
高级业绩管理
Advanced Performance Management (APM)
P6
高级税务
Advanced Taxation (ATX)
P7
高级审计与认证业务
Advanced Audit and Assurance (AAA)
技能课程
F4
公司法与商法
Corporate and Business Law (CL)
F5
业绩管理
Performance Management (PM)
F6
税务
Taxation (TX)
F7
财务报告
Financial Reporting (FR)
F8
审计与认证业务
Audit and Assurance (AA)
F9
财务管理
Financial Management (FM)
课程类别
课程序号
课程名称(中)

acca公司法与商法

acca公司法与商法ACCA（注册会计师）公司法与商法是在ACCA“基础证书（F1-F3）”的基础上，进一步深化和扩展企业法律知识的一门课程。

公司法与商法研究的是商业法律中的重要主题，包括公司注册，公司治理，股东权益，公司债务和利润分配等方面。

因此，本文将围绕这些主题，介绍ACCA公司法与商法的相关内容。

公司注册公司注册是公司法与商法的重要内容之一，它是指将一家公司纳入法律框架，使其成为一名合法的法律实体。

在这个过程中，公司必须遵守一些法律规定，如成立文件必须包括公司章程等。

此外，公司的注册也需要遵守公司法的规定，包括注册公司的名称、类型、最大股东人数等。

考虑到公司注册的重要性，ACCA公司法与商法课程还会涉及如何申请公司名称注册，如何准备注册文件，以及如何提供合适的股权分配计划等问题。

公司治理公司治理也是ACCA公司法与商法的一个重点。

公司治理是指公司如何被管理和监督的一种模式。

公司治理的目标是确保公司的利益与股东的利益保持一致，并且遵守法律和道德规范。

治理的关键元素包括董事会、股东会和监事会等。

在ACCA公司法与商法中，公司治理也是课程的一个基本点。

ACCA公司法与商法将介绍公司治理的基本概念以及权力与责任的分配等。

此外，该课程还将讨论公司治理的不足，并提出一些改进公司治理结构的方法。

股东权益在ACCA公司法与商法中，股东权益也是一个非常重要的议题。

股东权益指股东拥有的公司所有权和控制权等。

这些权益可能包括股票、投票权和股息等。

ACCA公司法与商法还将探讨股东权益的各种类型和形式、股东权益的行使方式及公司对这些权益的管理方式等。

对于企业来说，掌握这些内容对于扩大公司的股东基础和增加投资回报是非常重要的。

公司债务公司债务也是ACCA公司法与商法中的重要议题之一。

公司债务是指公司向债权人借贷若干资金所负的责任。

一般来说，公司要负责偿还债务，否则将会承受经济损失或者法律责任。

ACCA公司法与商法将介绍公司债务的各种形式，包括长期债务、短期债务及其它形式的债务等。

ACCA《F4公司法与商法》辅导讲义(19)

2014年ACCA《F4公司法与商法》辅导讲义(19)本文由高顿ACCA整理发布，转载请注明出处2014年ACCA《F4公司法与商法》辅导讲义(19)1 Introduction1.1 “Insider dealing is understood broadly to cover situations where a person buys or sells securities, when he, but not the other party to the transaction, is in possession of confidential information which affects the value of those securities ….” (The Conduct of Company Directors 1977).1.2 Insider dealing usually applies to individuals who have a connection with the company whose securities are to be dealt in eg. directors, employees, professional advisors but can also apply to a wide range of other individuals.1.3 An example would be the company director who, aware that his company is about to announce far better interim results than predicted, buys shares in his company before the announcement.2 The Criminal Justice Act 19932.1 The Act came into force in 1994 and replaced the old Companies Securities (Insider Dealing) Act of 1985. The 1993 Act reflects the European Insider Dealing Directive which harmonises Insider Dealing law throughout the European Union.2.2 The Act makes insider dealing a criminal offence.3 The offence3.1 The Defendant was an InsiderAn insider is defined as:(a) a director, employee or shareholder of the issuer of the securities(b) anyone else who has access to the information through his employment, office or profession(c) anyone who obtains information (directly or indirectly) from either of the above.The …insider‟ must be aware that the information comes from an inside source and that it is inside information.3.2 The Defendant had Inside InformationInside information is information which is …price sensitive‟, that is which:(a) has not yet been made public(b) if it was made public would be likely to have a significant effect on the price of any securities(c) is specific or precise (e.g. … … a take-over bid is about to be announced for X plc …‟ is specific, whereas a mere tip …buy X plc‟ would not be)(d) relates to particular securities or a particular issuer rather than to securities or issues generally. (In other words, information which suggests it is a good idea to sell X plc securities can be inside information but not information which would persuade the market to move out of equities generally and into gilts).3.3 The Defendant either:(a) deals (buys or sells relevant securities) or(b) encourages another person to deal, or(c) discloses the information (except in the proper performance of the functions of his employment, office or profession).3.4 The Securities involved are:Shares, debt securities, warrants, options, futures, depository receipts and contracts for differences dealt either on-exchange or off-exchange through a professional intermediary.4 Defences4.1 The Defences are that:(a) there was no expectation that the dealing would result in a profit or avoidance of loss.(b) reasonable belief that the information had been widely disclosed.(c) they would have dealt anyway even if the information had not been available.(d) they did not expect the person to whom they disclosed the information to deal, or they did expect them to deal, but not to make a profit or avoid a loss.(e) a Market Maker acting in good faith.(f) legitimate price stabilisation operations.5 Penalties5.1 On summary conviction a fine of up to ?5,000 and/or 6 months' imprisonment.5.2 On indictment an unlimited fine and/or 7 years imprisonment.NB: Contracts with third parties remain valid and enforceable at civil law.6 Prosecution6.1 Prosecutions are normally carried out by(a) LSE(b) DTI(c) Serious Fraud Office (SFO)6.2 As insider dealing is a criminal offence the standard of proof (beyond all reasonable doubt) is higher than for civil offences (balance of probabilities). It is therefore difficult to obtain a successful prosecution.更多ACCA资讯请关注高顿ACCA官网：。

ACCA考试F4公司法与商法真题2014年12月_真题-无答案

ACCA考试F4公司法与商法真题2014年12月(总分100,考试时间120分钟)Section A – ALL 45 questions **pulsory and MUST be attemptedPlease use the space provided on the inside cover of the Candidate Answer Booklet to indicate your chosen answer toeach multiple choice question.1. Which of of the following involves an offer which may only be accepted by performing an action?A. A collateral contractB. A unilateral contractC. A bilateral contract2. An agency relationship which is made retrospectively is referred to by which of thefollowing terms?A. Agency by estoppelB. Agency by ratificationC. Agency by necessity3. In contract law, the ‘market rule’ arises in relation to which of the following?A. OfferB. ConsiderationC. RemotenessD. Mitigation4. In relation to a debenture, which of the following is NOT true?A. It may be issued at a discountB. Interest on it may be paid from capitalC. It is paid after preference sharesD. It is freely transferable5. Tan writes to Yun stating that he will sell his car to him for £10,000. At the same time, Yun writes to Tan stating that he will buy his car for £10,000.Which of the following statements applies to this situation?A. There is a binding agreement due to the postal ruleB. There is a collateral contractC. There is neither an agreement nor a contract6. Which of the following statements about contracts of employment is true?A. They can be made either orally or in writingB. They must be made in writingC. They must be evidenced in writing7. Where directors make a false statement of solvency prior to a members’ voluntary liquidation, which of the following have **mitted under the relevant legislation?A. A breach of criminal law with criminal penaltiesB. A breach of civil law with criminal penaltiesC. A breach of civil law with civil liabilityD. A breach of both civil and criminal law with liabilities under both8. Which of the following is the consequence when a patient signs a medical consent form before an operation?A. The patient gives up any right of action for any injury sufferedB. Any action for any injury suffered during the operation is limited to negligenceC. The level of any potential payment for any injury suffered is reduced9. Where a contract states the sum to be paid in the event of a breach of contract, the stated sum is known as which of the following?A. Unliquidated damagesB. Liquidated damagesC. C Specific damagesD. Nominal damages10. Which of the following applies to the concept of enlightened shareholder value?A. It is the price shares can be expected to raise if they were to be soldB. It is the yardstick for assessing the performance of directors’ dutiesC. It is the standard of behaviour expected of shareholders in general meetings11. Which of the following involves a summary dismissal in relation to a contract of employment?A. Both parties agree to end the contract immediately without noticeB. The employee breaks the contract without noticeC. The employer terminates the contract without notice12. What qualification is **pany secretary of a private **pany required to have?A. An appropriate legal qualificationB. An appropriate professional qualification such as ACCAC. No qualification13. Statutory redundancy payment is calculated on the basis of which of the following?A. Length of service and pay onlyB. Age and length of service onlyC. Age, length of service and pay14. In relation to wrongful trading, the standard against which the conduct of directors will be assessed is which of the following?A. Purely subjective, depending on the actual skill of the directorB. Purely objective, depending on what is expected of a director in that positionC. A mixture of subjective and objective but only to increase potential liabilityD. A mixture of subjective and objective but only to reduce potential liability15. Which of the following statements as regards an acceptance of an offer ‘subject to contract’ is true?A. It binds the offerorB. It binds neither partyC. It binds both parties16. Su had just passed her driving test when she negligently drove into a pedestrian. What standard of care will Su be judged by?A. The objective standard of a newly qualified driver, lack of experience will be taken intoaccountB. The objective standard of a competent driver, lack of experience will not be taken into accountC. The subjective standard of actual ability17. Which of the following are ordinary partnerships UNABLE to create in relation to their property?A. MortgagesB. Fixed chargesC. Floating charges18. Which of the following courts deal with civil law matters ONL Y?A. The Crown CourtB. The magistrates’ courtC. The county court19. Jo promises to pay a reward for the return of her lost phone. Mia finds the phone and returns it to Jo.Which of the following types of consideration has Mia provided?A. Executed considerationB. Executory considerationC. Past consideration20. Which of the following requires court approval before the appointment of an administrator?A. CreditorsB. Holders of floating chargesC. The directors of **panyD. **pany itself21. Which of the following is an English court NORMALL Y bound to follow?A. An obiter statement of a higher courtB. A ratio of a lower courtC. A ratio of a court at the same levelD. An obiter statement of the Supreme Court22. Which of the following courts hear appeals from the magistrates’ court?(1) County court(2) Crown Court(3) High CourtA. (1) and (2) onlyB. (2) and (3) onlyC. (1) and (3) onlyD. (1), (2) and (3)23. Which of the following is NOT an automatic consequence of a compulsory winding up order against a public **pany?A. Transfers of shareholdings are suspendedB. Liquidation is deemed to start on the date of the issuing of the orderC. Directors cease to exercise any management powerD. Employees are immediately dismissed24. Which TWO of the following apply to shares of companies whose names end in ‘Ltd’?(1) They may not be issued to non-members(2) They may not be offered to the public (3) They may not be transferred (4) They may not be traded on the stock exchangeA. (1) and (2)B. (2) and (3)C. (1) and (4)D. (2) and (4)25. Which of the following statements regarding the age limits for serving as a director in a public **pany is true?A. Minimum age 16 years and no maximum ageB. Minimum age 21 years and no maximum ageC. Minimum age 21 years and maximum age 75 yearsD. Minimum age 16 years and maximum age 75 years26. Which TWO of the following are private law actions?(1) Those between individuals(2) Those between business organisations(3) Those between individuals and the stateA. (1) and (2)B. (1) and (3)C. (2) and (3)27. In which procedure does a **mittee operate?(1) Compulsory liquidation (2) A members’ voluntary liquidation (3) A creditors’ voluntary liquidation (4) AdministrationA. (1) and (2)B. (2) and (4)C. (1) and (3)D. (3) and (4)28. The category of treasury **es into existence under which of the following circumstances?A. They are issued as such by a **panyB. They are issued as such by a **panyC. They are purchased as such by the exchequerD. They are purchased as such by a private or **pany29. Which of the following is NOT a source of English law?A. CustomB. EquityC. Public law30. Which of the following are owed a duty of care by auditors when preparing a company’s audit report?A. A potential investor with no current holdingB. An existing shareholder looking to increase their holdingC. A company looking to make a takeover bid for **panyD. **pany and the existing shareholders in **pany as a body31. In a potential redundancy situation, an employee may lose the right to payment if they reject an offer of alternative employment within the business.Which of the following will allow the employee to reject the employment offered and claim redundancy?A. The alternative was suitable but the employee reasonably felt that it was not of the same statusB. The alternative was suitable but the employee refused to consider itC. The alternative was suitable but the employee’s grounds for refusing to acc ept it were unreasonable32. hich TWO of the following are reasons for dismissal which must be justified as FAIR?(1) Capability or qualifications of the employee (2) Legal prohibitions relating to the employee (3) Refusal of the employee to join a trade union(4) Taking part in unofficial industrial actionA. (1) and (2)B. (1) and (3)C. (2) and (3)D. (2) and (4)33. What type of contract does an employee have?A. A contract for serviceB. A contract of serviceC. A contract for servicesD. A contract of services34. Which of the following describes a pre-contractual statement which does NOT form a term ofa contract but induces the contract?A. A conditionB. A warrantyC. A representationD. An innominate term35. Which of the following exists as a separate legal entity from its members?A. An ordinary partnershipB. A limited partnershipC. A limited liability partnership36. Which of the following must a **pany ALWAYS have?A. SharesB. Limited liabilityC. A company secretaryD. A registration certificate37. A breach of a contractual warranty enables the injured party to do which of the following?A. To sue for damages onlyB. To sue for damages or terminate the contractC. To sue for damages and terminate the contractD. To terminate the contract only38. n relation to the tort of negligence, which TWO of the following criteria are required to establish the existence of a duty of care?(1) The claimant suffered a financial loss (2) The harm suffered was reasonably foreseeable (3) A relationship of proximity existed between the parties(4) The claimant did not consent to cause the injury sufferedA. (1) and (2)B. (1) and (3)C. (2) and (3)D. (2) and (4)39. In relation to defences to the tort of negligence, which of the following is the consequence of a finding of volentinon fit injuria?A. It removes the requirement to pay damagesB. It reverses the burden of proof as to who can claim damagesC. It increases the level of damagesD. It decreases the level of damages40. Which of the following actions is open to a party who has only partly performed work under a contract?A. Quantum meruitB. Action for the priceC. DamagesD. Restitution41. Which of the following is an example of the purposive approach to statutory interpretation?A. The mischief ruleB. The literal ruleC. The golden rule42. Which is the correct minimum period of notice an employee is entitled to after five years’ service?A. One calendar monthB. Five weeksC. Ten weeksD. Five calendar months43. In relation to agency law, ‘warrant of authority’ is provided by which of the following?A. The agentB. The principalC. The third party44. Which of the following correctly applies to the burden of proof in a criminal case?A. It must be proved beyond reasonable doubtB. It must be proved on the balance of probabilitiesC. It lies with the prosecutionD. It lies with the defence45. Where a business includes a term in a contract which excludes liability for death and personal injuries through negligence, which of the following states the effect of the term?A. It is invalidB. It is invalid unless it is reasonable in the circumstances of the caseC. It is valid only if specifically brought to the attention of the other partyD. It is valid if it is clearly included in the contract termsSection B – ALL FIVE questions **pulsory and MUST be attemptedPlease write your answers to all parts of these questions on the lined pages within the Candidate Answer Booklet.1.Ann owns a shop selling prints. She placed an advertisement in the Friday edition of her local paper stating: ‘Unique opportunity to own a Bell print for £500 cash. Offer valid for one day only –tomorrow Saturday.’When Con saw the advert, he immediately posted a letter of acceptance.On Saturday, Di asked Ann if she would take a cheque for £500, but she refused to accept the cheque and told hershe could not have the print. Later that day Ann sold the print to Evi.On Monday morning Con’s letter arrived.Requir ed:In the context of the rules governing the creation of contracts:(a) Describe the precise legal nature of Ann’s advertisement; (2 marks)(b) Explain whether Con has any right of action against Ann; (2 marks)(c) Explain whether Di has any right of action against Ann. (2 marks)2.Fred is a member of Glad Ltd, a small **pany, holding 100 of its 500 shares. The other 400 shares are held by four other members.It has recently become apparent that Fred has set up a rival business to Glad Ltd and the other members have decided that he should be expelled from **pany. To that end they propose to alter the articles of association to include a new power to ‘require any member to transfer their shares for fair value to the other members upon the passing ofa resolution so to do’. Required:(a) State the procedure which Glad Ltd must follow to alter its articles of association.(2 marks)(b) Explain the effect of the requirement that any alteration to a company’s articles of association must be for the benefit of **pany as a whole. (2 marks)(c) Explain whether or not the articles of association of Glad Ltd can be altered as proposed.(2 marks)3.Three years ago Ho subscribed for shares in **panies: Ice Ltd and Jet plc. In relation to the shares in Ice Ltd,Ho was only required to pay 50 pence per £1 share when he took the shares and was assured that he would not be required to make any further payment on them to IceLtd and **pany passed a resolution to that effect.Unfortunately, Ice Ltd has gone into insolvent liquidation owing a substantial sum of money to its creditors. In relation to the shares in Jet plc, Ho was required to pay a premium of 50 pence per £1 share. The shares are currently trading at 75 pence per share.Required:(a) Describe any potential liability Ho may have with regard to the shares he holds in Ice Ltd and to whom any such liability would be owed.(2 marks)(b) Explain the meaning and purposes of a share premium account.(2 marks)(c) Explain whether Ho can gain access to the premium paid on the shares in Jet plc.(2 marks)4.Kut Ltd is a small **pany. Although there are three members of its board of directors, the actual day-to-day running of the business is left to Leo, who simply reports back to the board on the business he has carried out. Leo refers to himself as the chief executive officer of Kut Ltd, although he has never been officially appointed as such.In October 2014, Leo entered into a normal business contract on Kut Ltd’s behalf with Max. However, the other members of the board have subsequently lost confidence in Leo and have refused to pay Max, claiming that Leo did not have the necessary authority to enter into the contract with him. Required:(a) State the usual authority of individual directors to enter into binding contracts on ehalf of **pany.(2 marks)(b) Explain whether or not Kut Ltd is liable to pay Max.(4 marks)5.Nit is involved in illegal activity, from which he makes a large amount of money. He also owns a legitimate **pany and passes off his illegally gained money as profits of that business. Nit employs Owen, who is aware of the illegal source of the money, to act as the manager of the **pany, and Pat as his accountant to produce false business accounts for the taxi business.Required:In the context of the law relating to money laundering:(a)Explain the meaning of layering.(2 marks)(b) Explain whether any criminal offences relating to money laundering may have **mitted by Nit, Owen and Pat.(4 marks)。

ACCAF4公司法和商法考试大纲

ACCAF4公司法和商法考试大纲 ACCA All rights reserved.1Corporate and BusinessLaw （ENG）（F4）September 2014 toAugust 2015（PAPER EXAM SESSIONS IN DEC 2014 AND JUN2015. START DATE FOR CBE NOVEMBER 192014.）This syllabus and study guide is designed to helpwith planning study and to provide detailedinformation on what could be assessed inany examination session.THE STRUCTURE OF THE SYLLABUS ANDSTUDY GUIDERelational diagram of paper with other papersThis diagram shows direct and indirect linksbetween this paper and other papers preceding orfollowing it. Some papers are directly underpinned by other papers such as Advanced Performance Management by Performance Management. These links are shown as solid line arrows. Other papers only have indirect relationships with each other such as links existing between the accounting and auditing papers. The links between these are shown as dotted line arrows. This diagram indicates where you are expected to have underpinning knowledge and where it would be useful to review previous learning before undertaking study.Overall aim of the syllabusThis explains briefly the overall objective of the paper and indicates in the broadest sense the capabilities to be developed within the paper.Main capabilitiesThis paper’s aim is broken down into several main capabilities which divide the syllabus and study guide into discrete sections.Relational diagram of the main capabilitiesThis diagram illustrates the flows and links between the main capabilities （sections）of the syllabus and should be used as an aid to planning teaching and learning in a structured way.Syllabus rationaleThis is a narrative explaining how the syllabus is structured and how the main capabilities are linked. The rationale also explains in further detail what the examination intends to assess and why.Detailed syllabusThis shows the breakdown of the main capabilities （sections）of the syllabus into subject areas. This is the blueprint for the detailed study guide.Approach to examining the syllabusThis section briefly explains the structure of the examination and how it is assessed.Study GuideThis is the main document that students, learningand content providers should use as the basis of their studies, instruction and materials. Examinations will be based on the detail of the study guide which comprehensively identifies what could be assessed in any examination session.The study guide is a precise reflection and breakdown of the syllabus. It is divided into sections based on the main capabilities identified in the syllabus. These sections are divided into subject areas which relate to the sub-capabilities includedin the detailed syllabus. Subject areas are broken down into sub-headings which describe the detailed outcomes that could be assessed in examinations. These outcomes are described using verbs indicating what exams may require students to demonstrate, and the broad intellectual level at which these may need to be demonstrated（*see intellectual levels below）。

ACCA《F4公司法与商法》内容解析

ACCA《F4公司法与商法》内容解析本文由高顿ACCA整理发布，转载请注明出处Session 3 Types of cost and cost behaviorMain contents:1. Classifying costs2. Cost objects, cost and cost centers3. Analysis of costs into fixed and variable elements3.1 Classifying costsCosts can be classified in a number of different ways:· Element – costs are classified as materials, labor or expenses （overheads）· Nature – costs are classified as being direct or indirect.a. Direct cost is expenditure that can be directly identified with a specific cost unit or cost center.（1）。

Direct material is all material becoming part of the product unless used in negligible amount and/or having negligible cost. （component parts, part finished work and primary packing material）（2）。

Direct wages – are wages paid for labor either as basic hours or as overtime expensed on the product line.（3）。

2014年ACCA考试F4公司法与商法第十四章总汇2

2014年ACCA考试F4公司法与商法第十四章总汇2本文由高顿ACCA整理发布，转载请注明出处2 Types of companyLimited/Unlimited2.1 Limited by sharesMembers' liability is limited to the amount unpaid on their shares.2.2 Limited by guarantee(a) Members' liability is limited to such amount as they "undertake to contribute to the assets of the company in the event of its being wound up".(b) Guarantee companies are typically charities.They have the advantage of not having to include the word "limited” in the name, although it still must appear on some business documentation.2.3 Unlimited(a) Members' liability is unlimited.(b) Benefit to member is privacy as accounts must be prepared and audited but need not be filed.2.4 Change of status(a) A company may change from limited to unlimited or vice versa, but oncere-registered may not change back again.(b) s.49 CA 1985. A limited company may re-register as unlimited.(100% majority required)(c) s.51 CA 1985. An unlimited company may re-register as limited.(special resolution)Private/Public/Listed2.5 PrivateTend to be small. They cannot issue shares to the 'public'.2.6 PublicMust have an issued share capital of at least ?50,000 (25% paid up and the whole of any premium). They can issue shares to the public (whether or not they are 'listed').2.7 ListedShares are 'quoted' on the Stock Exchange and thus can be traded on the open market. Their shares must have a market value of at least ?700,000 (usually more) before a 'listing' can be obtained.更多ACCA资讯请关注高顿ACCA官网：。

accaf4公司法和商法考试

2014年12月ACCA《公司法与商法》真题及答案精选

2014年12月ACCA《公司法与商法》真题及答案精选Please use the space provided on the inside cover of the Candidate Answer Booklet to indicate your chosen answer to each multiple choice question.1 Which of the following involves an offer which may only be accepted by performing an action?A、A collateral contractB、A unilateral contractC、A bilateral contract2 An agency relationship which is made retrospectively is referred to by which of the following terms?A、Agency by estoppelB、Agency by ratificationC、Agency by necessity3 In contract law, the ‘market price rule’ arises in relation to which of the following?A、OfferB 、ConsiderationC、RemotenessD、Mitigation4 In relation to a debenture, which of the following is NOT true?A 、It may be issued at a discountB、Interest on it may be paid from capitalC、It is paid after preference sharesD、It is freely transferable5 Tan writes to Yun stating that he will sell his car to him for ￡10,000. At the same time, Yun writes to Tan stating that he will buy his car for ￡10,000. Which of the following statements applies to this situation?A、There is a binding agreement due to the postal ruleB、There is a collateral contractC、There is neither an agreement nor a contract6 Which of the following statements about contracts of employment is true?A、They can be made either orally or in writingB、They must be made in writingC、They must be evidenced in writing7 Where directors make a false statement of solvency prior to a members’ voluntary liquidation, which of the following have they committed under the relevant legislation?A、A breach of criminal law with criminal penaltiesB、A breach of civil law with criminal penaltiesC、A breach of civil law with civil liabilityD、A breach of both civil and criminal law with liabilities under both8 Which of the following is the consequence when a patient signs a medical consent form before an operation?A、The patient gives up any right of action for any injury sufferedB 、Any action for any injury suffered during the operation is limited to negligenceC 、The level of any potential payment for any injury suffered is reduced9 Where a contract states the sum to be paid in the event of a breach of contract, the stated sum is known as which of the following?A、Unliquidated damagesB、Liquidated damagesC、Specific damagesD、Nominal damages10 Which of the following applies to the concept of enlightened shareholder value?A、It is the price shares can be expected to raise if they were to be soldB、It is the yardstick for assessing the performance of directors’ dutiesC、It is the standard of behaviour expected of shareholders in general meetings11 Which of the following involves a summary dismissal in relation to a contract of employment?A、Both parties agree to end the contract immediately without noticeB、The employee breaks the contract without noticeC、The employer terminates the contract without notice12 What qualification is the company secretary of a private limited company required to have?A、An appropriate legal qualificationB、An appropriate professional qualification such as ACCAC、No qualification13 Statutory redundancy payment is calculated on the basis of which of the following?A、Length of service and pay onlyB、Age and length of service onlyC、Age, length of service and pay14 In relation to wrongful trading, the standard against which the conduct of directors will be assessed is which of the following?A、Purely subjective, depending on the actual skill of the directorB、Purely objective, depending on what is expected of a director in that positionC、A mixture of subjective and objective but only to increase potential liabilityD、A mixture of subjective and objective but only to reduce potential liability15 Which of the following statements as regards an acceptance of an offer‘subject to contract’ is true?A、It binds the offerorB、It binds neither partyC、It binds both parties16 Su had just passed her driving test when she negligently drove into a pedestrian. What standard of care will Su be judged by?A、The objective standard of a newly qualified driver, lack of experience will be taken into accountB、The objective standard of a competent driver, lack of experience will not be taken into accountC、The subjective standard of actual ability17 Which of the following are ordinary partnerships UNABLE to create in relation to their property?A、MortgagesB、Fixed chargesC、Floating charges18 Which of the following courts deal with civil law matters ONLY?A、The Crown CourtB、The magistrates’ courtC、The county court19 Jo promises to pay a reward for the return of her lost phone. Mia finds the phone and returns it to Jo. Which of the following types of consideration has Mia provided?A、Executed considerationB、Executory considerationC、Past consideration20 Which of the following requires court approval before the appointment of an administrator?A、CreditorsB、Holders of floating chargesC、The directors of the companyD、The company itself21 Which of the following is an English court NORMALLY bound to follow?A、An obiter statement of a higher courtB、A ratio of a lower courtC、A ratio of a court at the same levelD、An obiter statement of the Supreme Court22 Which of the following co urts hear appeals from the magistrates’ court?(1) County court(2) Crown Court(3) High CourtA、(1) and (2) onlyB、(2) and (3) onlyC、(1) and (3) onlyD、(1), (2) and (3)23 Which of the following is NOT an automatic consequence of a compulsory winding up order against a public limited company?A、Transfers of shareholdings are suspendedB、Liquidation is deemed to start on the date of the issuing of the orderC、Directors cease to exercise any management powerD、Employees are immediately dismissed24 Which TWO of the following apply to shares of companies whose names end in ‘Ltd’?(1) They may not be issued to non-members(2) They may not be offered to the public(3) They may not be transferred(4) They may not be traded on the stock exchangeA、(1) and (2)B、(2) and (3)C、(1) and (4)D、(2) and (4)25 Which of the following statements regarding the age limits for serving as a director in a public limited company is true?A、Minimum age 16 years and no maximum ageB、Minimum age 21 years and no maximum ageC、Minimum age 21 years and maximum age 75 yearsD、Minimum age 16 years and maximum age 75 years26 Which TWO of the following are private law actions?(1) Those between individuals(2) Those between business organisations(3) Those between individuals and the stateA、(1) and (2)B、(1) and (3)C、(2) and (3)27 In which procedure does a liquidation committee operate?(1) Compulsory liquidation(2) A members’ voluntary liquidation(3) A creditors’ voluntary liquid ation(4) AdministrationA、(1) and (2)B、(2) and (4)C、(1) and (3)D、(3) and (4)28 The category of treasury shares comes into existence under which of the following circumstances?A、They are issued as such by a private companyB、They are issued as such by a public companyC、They are purchased as such by the exchequerD、They are purchased as such by a private or public company29 Which of the following is NOT a source of English law?A、CustomB、EquityC、Public law30 Which of the following are owed a duty of care by auditors when preparing a company’s audit report?A、A potential investor with no current holdingB、An existing shareholder looking to increase their holdingC、A company looking to make a takeover bid for the companyD、The company and the existing shareholders in the company as a body31 In a potential redundancy situation, an employee may lose the right to payment if they reject an offer of alternative employment within the business. Which of the following will allow the employee to reject the employment offered and claim redundancy?A、The alternative was suitable but the employee reasonably felt that it was not of the same statusB、The alternative was suitable but the employee refused to consider itC、The a lternative was suitable but the employee’s grounds for refusing to accept it were unreasonable32 Which TWO of the following are reasons for dismissal which must be justified as FAIR?(1) Capability or qualifications of the employee(2) Legal prohibitions relating to the employee(3) Refusal of the employee to join a trade union(4) Taking part in unofficall industrial actionA、(1) and (2)B、(1) and (3)C、(2) and (3)D、(2) and (4)33 What type of contract does an employee have?A、A contract for serviceB、A contract of serviceC、A contract for servicesD A contract of services34 Which of the following describes a pre-contractual statement which does NOT form a term of a contract but induces the contract?A、A conditionB、A warrantyC、A representationD、An innominate term35 Which of the following exists as a separate legal entity from its members?A、An ordinary partnershipB、A limited partnershipC、A limited liability partnership36 Which of the following must a private company ALWAYS have?A、SharesB、Limited liabilityC、A company secretaryD、A registration certificate37 A breach of a contractual warranty enables the injured party to do which of the following?A、To sue for damages onlyB、To sue for damages or terminate the contractC、To sue for damages and terminate the contractD、To terminate the contract only38 In relation to the tort of negligence, which TWO of the following criteria are required to establish the existence of a duty of care?(1) The claimant suffered a financial loss(2) The harm suffered was reasonably foreseeable(3) A relationship of proximity existed between the parties(4) The claimant did not consent to cause the injury sufferedA、(1) and (2)B、(1) and (3)C、(2) and (3)D、(2) and (4)39 In relation to defences to the tort of negligence, which of the following is the consequence of a finding of volenti non fit injuria?A、It removes the requirement to pay damagesB、It reverses the burden of proof as to who can claim damagesC、It increases the level of damagesD It decreases the level of damages40 Which of the following actions is open to a party who has only partly performed work under a contract?A、Quantum meruitB、Action for the priceC、DamagesD、Restitution41 Which of the following is an example of the purposive approach to statutory interpretation?A、The mischief ruleB、The literal ruleC、The golden rule42 Which is the correct minimum period of notice an employee is entitled to after five yea rs’ service?A、One calendar monthB、Five weeksC、Ten weeksD、Five calendar months43 In relation to agency law, ‘warranty of authority’ is provided by which of the following?A、The agentB、The principalC、The third party44 Which of the following correctly applies to the burden of proof in a criminal case?A It must be proved beyond reasonable doubtB、It must be proved on the balance of probabilitiesC、It lies with the prosecutionD、It lies with the defence45 Where a business includes a term in a contract which excludes liability for death and personal injuries through negligence, which of the following states the effect of the term?A、It is invalidB、It is invalid unless it is reasonable in the circumstances of the caseC、It is valid only if specifically brought to the attention of the other partyD、It is valid if it is clearly included in the contract termsAnswer:1 、B3、D4 、C5 、C6、A7、A8 、B9、B10 、B11 、C12 、C13、C14、C15 、B16 、B17 、C18 、C19、A20 、A21 、C22 、B23 、B24 、D26、A27 、C28 、D29 、C30 、D31 、A32 、A33 、B34 、C35 、C36 、D37、A38 、C39、A40、A41 、A42、B43 、A44、C45 、A。

ACCAF4公司法与商法题库

ACCAF4公司法与商法题库问题1Which of the following must be proved to win a case of fraudulent trading under the Insolvency Act 1986?所选答案：The fraud was intended正确答案：The fraud was intended问题2Which of the following parties has their interest paid last out of a liquidated company's assets?所选答案：Members正确答案：Members问题3At which point before its payment does a dividend become a debt of the company?所选答案：When it is declared by the company in general meeting正确答案：When it is declared by the company in general meeting问题4Which of the following types of director is expressly appointed as such?所选答案：De jure正确答案：De jure问题5Subsequent fixed charges will rank behind the floating charge if a clause of ( ) has been registered.所选答案：negative pledge clause正确答案：negative pledge clause问题6Which of the following criteria must a private company meet before it can trade?所选答案：It must have obtained a certificate of incorporation from the Registrar of Companies正确答案：It must have obtained a certificate of incorporation from the Registrar of Companies问题7Which is the disadvantage by incorporating the business into a private limited company?所选答案：Cannot offer its shares to the public正确答案：Cannot offer its shares to the public问题8Which of the following is an effect of a company's separate legal personality?所选答案：The company is liable for its own debts and the member's liability is limited to its capital contribution.正确答案：The company is liable for its own debts and the member's liability is limited to its capital contribution.问题9Which of the following parties appoints the company secretary?所选答案：The directors正确答案：The directors问题10得0 分，满分1 分Which of the following is a characteristic of a non-executive director?所选答案：They are individuals whose instructions concerning running the company are followed正确答案：They are not involved in the day-to-day running of the company问题11Which of the following is correct concerning the market value of a company's shares?所选答案："Market value may be equal, greater or lower than nominal value"正确答案："Market value may be equal, greater or lower than nominal value"问题12Which of the following is required to permit a publiccompany to reduce its share capital?所选答案：A special resolution and court approval正确答案：A special resolution and court approval问题13Which of the following parties may apply to the court for the compulsory winding-up of a company?所选答案：A creditor who is owed more than ￡750 and who sent the company a written demand for it over three weeks ago and has not had a reply正确答案：A creditor who is owed more than ￡750 and who sent the company a written demand for it over three weeks ago and has not had a reply问题14Distributable profits are defined as所选答案：Accumulated realised profits less accumulated realised losses.正确答案：Accumulated realised profits less accumulated realised losses.问题15Which of the following contracts does a company secretary have the power to bind their company in?所选答案：Car hire for transporting customers to meetings with the directors正确答案：Car hire for transporting customers to meetings with the directors问题16Which of the following statements regarding the differences between loan capital and sharecapital is correct?所选答案："Unlike loan capital, share capital does not have to be repaid within fix period"正确答案："Unlike loan capital, share capital does not have to be repaid within fix period"问题17How many days' notice is required for a meeting where a resolution requires special notice?所选答案：28正确答案：28问题18得0 分，满分1 分Which of the following auditors are deemed automatically reappointed each year unless specific circumstances dictate otherwise?所选答案：Auditors of quoted companies正确答案：Auditors of private limited companies问题19Which of the following may NOT be achieved by written resolution?所选答案：Removal of an auditor or a director正确答案：Removal of an auditor or a director问题20"In a company limited by shares, what is the limit of a member's liability?"所选答案："The amount of share capital they have purchased, including any amounts outstanding on the shares that they own"正确答案："The amount of share capital they have purchased, including any amounts outstanding on the shares that they own"问题21A company’s articles of associa tion may be altered by the company by passing ( ) to that effect in general meeting.所选答案：Special resolution正确答案：Special resolution问题22Which of the following is the name given to companies that are created by directors of insolvent companies in order to continue their business illegally?所选答案：Phoenix companies正确答案：Phoenix companies问题23What is the name given to dividends that are paid part of the way through a company's financial year?所选答案：Interim dividends正确答案：Interim dividends问题24How many days after creation must a charge be registered in order for it to be valid and enforceable?所选答案：21正确答案：21问题25Which of the following statements concerning wrongful trading is correct?所选答案：A case of wrongful trading is brought by a company's liquidator正确答案：A case of wrongful trading is brought by a company's liquidator问题26A company may have restricted objects and therefore it may not be permitted to enter into certain contracts.Which of the following statements describes the position of third parties whose contract with a company is outside the scope of its objects?所选答案：The contract will be binding on the company and the thirdparty正确答案：The contract will be binding on the company and the third party问题27Which of the following is the title of the liquidator involved in a compulsory liquidation?所选答案：Official receiver正确答案：Official receiver问题28Which of the following is true concerning issuing shares?所选答案："Where a shareholder did not pay the full nominal value of their share on issue, the debt transfers to the new shareholder if the share is sold"正确答案："Where a shareholder did not pay the full nominal value of their share on issue, the debt transfers to the new shareholder if the share is sold"问题29Which of the following is an undistributable reserve for the payment of a dividend?所选答案：Capital redemption reserve正确答案：Capital redemption reserve问题30A promoter sent the documents needed to register acompany to the Registrar of Companies on 1/1/X1. The Registrar received the documents on 4/1/X1. The certificate of incorporation is dated 6/1/X1 and it is received by the promoter on 8/1/X1.所选答案：6/1/X1正确答案：6/1/X1问题31Which of the following describes the correct way that directors should use their powers?所选答案：For a proper purpose that is honestly believed to be in the best interests of the company正确答案：For a proper purpose that is honestly believed to be in the best interests of the company问题32How many directors are required to retire at the first annual general meeting of a public company?所选答案：All of the directors正确答案：All of the directors问题33Which of the following resolutions is required to remove a director from office?所选答案：Ordinary resolution with special notice正确答案：Ordinary resolution with special notice问题34Which of the following statements regarding members wishing to amend a company's articles of association is correct?所选答案：The change must be bona fide for the benefit of the company as a whole正确答案：The change must be bona fide for the benefit of the company as a whole问题35The powers of a company's directors are defined in which company document?所选答案：Articles of Association正确答案：Articles of Association问题36Which of the following statements in relation to the offence of bribery is correct?所选答案：It is an offence for a corporation to fail to prevent bribery正确答案：It is an offence for a corporation to fail to prevent bribery问题37Which of the following is the statutory duty of an auditor?所选答案：To report to the members that the accounts give a true and fair view and have been properly prepared in accordance with the Companies Act正确答案：To report to the members that the accounts give a true and fair view and have been properly prepared in accordance with the Companies Act问题38What is not a company’s loan capital?所选答案：Allotment of shares at a premium正确答案：Allotment of shares at a premium问题39Which of the following determines whether a voluntary winding-up is a members' or creditors' voluntary winding-up?所选答案：The solvency of the company正确答案：The solvency of the company问题40Which of the following must an auditor of a company provide if they are removed from office at a general meeting?所选答案：A statement to members and creditors of whether there are circumstances that the auditor believes should be brought to their attention正确答案：A statement to members and creditors of whether there are circumstances that the auditor believes should be brought to their attention问题41As soon as a public company obtains a certificate ofincorporation, they can commence trading. 所选答案：错正确答案：错问题42得0 分，满分2 分In a limited liability partnership, there are two types of partners: general partners and limited partners.所选答案：对正确答案：错问题43Fraudulent trading is not only a civil offence but also a criminal offence. It is the ground for a disqualification order against the directors in default.所选答案：对正确答案：对问题44Debenture is a written acknowledgment of a debt. Secured debentures take the priority in payment over unsecured debentures.所选答案：对正确答案：对问题45得0 分，满分2 分Dividend is tax-deductible.所选答案：对正确答案：错问题46得0 分，满分2 分Case law is a kind of judge made law and it consists of the decisions of all courts.所选答案：对正确答案：错问题47The aim of damages remedy is to place the innocent party (or claimant) in the same position as if the contract had been performed.所选答案：对正确答案：对问题48According to the principle of measure of damages, one can only claim for actual loss suffered and the claimant need not take steps to mitigate loss.所选答案：错正确答案：错问题49Dividends can only be paid out of company profits or other distributable reserves.所选答案：对正确答案：对问题50“Damages”is the most common remedy for breach of contract in common law.所选答案：对正确答案：对问题51"In an administration, if a moratorium over the company's debts commences. The following conducts are forbiddened, without the permission from the court:"所选答案：Commencement/continuation of any legal process against the company.Security over company property to be enfored;Goods held under hire purchase to be enforeced;A landlord to conduct forfeiture by peaceable entry;正确答案：Commencement/continuation of any legal process against the company.Security over company property to be enfored;Goods held under hire purchase to be enforeced;A landlord to conduct forfeiture by peaceable entry;问题52Which TWO of the following terms are associated with criminal law?所选答案：PunishmentPublic law正确答案：PunishmentPublic law问题53Which TWO of the following are criminal offences that directors of a company may commit as a consequence of their company being insolvent?所选答案：Making a false declaration of solvencyFraudulent trading正确答案：Making a false declaration of solvencyFraudulent trading问题54Which of the following are included in the content of acompany's model articles of association? 所选答案：Payment of dividendsAppointment of directors正确答案：Payment of dividendsAppointment of directors问题55In which of the following circumstances may the veil of incorporation be lifted?所选答案：To allow directors of insolvent companies to be found liable for the debts of the companyTo treat a group company as a single economic entity正确答案：To allow directors of insolvent companies to be found liable for the debts of the companyTo treat a group company as a single economic entity问题56Which TWO of the following are valid uses of a share premium account?所选答案：To issue fully paid shares under a bonus issueTo pay issue costs and expenses in respect of a new share issue正确答案：To issue fully paid shares under a bonus issueTo pay issue costs and expenses in respect of a new share issue问题57Which of the following are advantages of using a debenturetrust deed?所选答案：The deed creates a charge or charges over the company's assets which creates securityA single trustee of the debentureholders is appointed so the company only has to deal with one person正确答案：The deed creates a charge or charges over the company's assets which creates securityA single trustee of the debentureholders is appointed so the company only has to deal with one person问题58Payment for shares in public companies must satisfy the following requirements:所选答案：Shares issued by a public company may be paid up in cash or non-cash form."Shares in a public company may NOT be paid for by an ""undertaking to do work or to perform services"" in the future."A public company may not allot shares unless at least 25% of their nominal value and the whole of any premium is paid up.Payment for shares by non-cash consideration must be independently valued.正确答案：Shares issued by a public company may be paid up in cash or non-cash form."Shares in a public company may NOT be paid for by an ""undertaking to do work or to perform services"" in the future."A public company may not allot shares unless at least 25% of their nominal value and the whole of any premium is paid up.Payment for shares by non-cash consideration must be independently valued.问题59得0 分，满分2 分"The auditors are given certain legal rights to enable them to carry out their duties, such as:"所选答案：A right to attend general meetings of the companyA right of access to the books and records of the companyA right to require such information and explanations from the company’s officers正确答案：A right to receive notice of any written resolution proposed.A right to attend general meetings of the companyA right of access to the books and records of the companyA right to require such information and explanations from the company’s officers问题60得0 分，满分2 分"About floating charge, which of the following statements are correct?"所选答案：This relates to a specific asset as soon as created.This charge is secured on the company's assets generally. The assets may be traded freely.The charge attaches to specific assets when crystallises.正确答案：This charge is secured on the company's assets generally. The assets may be traded freely.The charge attaches to specific assets when crystallises."There are some specific effects of compulsory liquidation, such as:"所选答案：Any legal proceedings in progress against the company are halted.Any transfer of the company’s is void unless approved by the court.The employees of the company are automatically dismissed.Floating charges crystallize正确答案：Any legal proceedings in progress against the company are halted.Any transfer of the company’s is void unless approved by the court.The employees of the company are automatically dismissed.Floating charges crystallize问题62A company’s articles of association deal mai nly with matters including:所选答案：DividendsThe company’s aims and purposeThe convening and conduct of general meetingsThe issue and transfer of shares and class rights正确答案：DividendsThe company’s aims and purposeThe convening and conduct of general meetingsThe issue and transfer of shares and class rightsGrounds for Disqualification of a director are:所选答案："who is convicted of an indictable criminal offence in connection with the promotion, formation management or liquidation of a company or with the receivership or management of company property."who has persistently defaulted in file documents or notify the Registrar of Companies as required by CA2006.the person used to be a director of a bankrupt company and his conduct/general capability makes him unfit to be a director in a new company.who is guilty of an offence of fraudulent trading or wrongful trading.正确答案："who is convicted of an indictable criminal offence in connection with the promotion, formation management or liquidation of a company or with the receivership or management of company property."who has persistently defaulted in file documents or notify the Registrar of Companies as required by CA2006.the person used to be a director of a bankrupt company and his conduct/general capability makes him unfit to be a director in a new company.who is guilty of an offence of fraudulent trading or wrongful trading.问题64Undistributable reserves are:所选答案：revaluation reserve;capital redemption reserve;share premium account;any other controlled reserve (this could be defined in the memorandum or articles or come from statute).正确答案：revaluation reserve;capital redemption reserve;share premium account;any other controlled reserve (this could be defined in the memorandum or articles or come from statute).问题65Which of the following are offences related to money laundering?所选答案：launderingFailure to reportTipping off正确答案：launderingFailure to reportTipping off问题66The key points for the definition of shares are:所选答案：It is a form of bargain between such principles as majority control and minority protection.The shares must be paid for.(liability)"It gives a proportionate entitlement to dividends, votes and return of capital.(interest)"正确答案：It is a form of bargain between such principles as majority control and minority protection.The shares must be paid for.(liability)"It gives a proportionate entitlement to dividends, votes and return of capital.(interest)"问题67"LT is an accountant who works for Tapa Ltd, a company owned by SP. LT has devised a scheme where Tapa Ltd can illegally disguise certain revenues so that the company's tax charge is reduced. Any tax that the scheme saves is paid to SP as a dividend.Which offences has LT committed?"所选答案：Tipping offFailure to reportLaundering正确答案：Tipping offFailure to reportLaundering问题68The money laundaring process usually involves the following phases: 所选答案：IntegrationLayeringPlacement正确答案：IntegrationLayeringPlacement问题69Which of the following will end an administration period?所选答案：After 12 months have elapsed since the administration commenced The success of the administration正确答案：After 12 months have elapsed since the administration commenced The success of the administration问题70Which of the following are true regarding public companies?所选答案：A public company's issued share capital must more than 50000 pounds A public company must have a minimum of two directors正确答案：A public company's issued share capital must more than 50000 pounds A public company must have a minimum of two directors。

2014年ACCA考试F4公司法与商法第十三章总汇2

2014年ACCA考试F4公司法与商法第十三章总汇2本文由高顿ACCA整理发布，转载请注明出处2 Terms2.1 Express terms(a) No requirement for formal written contract.(b) Under Employment Rights Act 1996 (ERA 1996) employer must provide written particulars to employee within 8 weeks of starting employment. Note this is not a contract but will constitute strong prima facie evidence of the contractual terms.Particulars must include inter alia:· Details of remuneration and procedure for calculation.· Hours and place of work· Holidays and holiday pay· Situation if unable to work (sick pay/leave)· Length of notice· Disciplinary and grievance procedures.Any change to the particulars must be notified within one month.2.2 Implied termsEmployee is also protected by common law and statutory implied terms. Note that as with any contract terms can be implied by custom and practice.2.3 Employer‟s duties to:(i) Provide remuneration:· Amount decided by contract or collective agreement. Common law provides that it must be reasonable now subject to National Minimum Wage Act 1998.(ii) Provide holidays and holiday pay and comply with Working Time Regulations: · Limit average weekly working time to 48 hours. The average is taken over a reference period of 17 weeks. (There is an opt out provision but this does not detract from the overriding duty to provide a safe system of work.)· Limit on night workers average working time to 8 hours.· Minimum rest periods of at least 20 minutes for every 6 hours of work and a break away from work for 11 hours each day.· Right to paid annual leave allowing the worker to be away from work for 4 weeks. The right to leave starts to accrue from the first day of employment.(iii) Provide sick pay:· Employer provides statutory sick pay on behalf of the government· No general duty to provide sick pay from his own funds(iv) Provide a safe system of work: Johnstone –v– Bloomsbury Health Authority(v) Provide work:· No duty to provide work unless employee is paid by commission or on piece work, or where work has to be done to keep skills current.(vi) Indemnify employee(vii) Conduct his business in a …trustworthy‟ manner. Breach of an implied duty of trust and confidence may give rise to “stigma” damages: BCCI v Mali k. Must also treat employees with respect.(viii) Allow women maternity rights: ERA 1996 (see paragraph 2).(ix) Allow time off for union duties(x) Allow time off to seek work to redundant employees(xi) Provide itemised pay slips: ERA 1996(xii) Avoid discrimination:Sex Discrimination Acts 1975 and 1986Race Relations Act 1976Disability Discrimination Act 1995It is unlawful to discriminate:Against an applicant for a job or existing employee.In selection for a post or in access to promotion, training or other benefits.On grounds of sex, marital status, colour, race, nationality or disability.Unless (for sex and race) a genuine occupational qualification ((GOQ) exists:These include selection to preserve decency and privacy, or authenticity in entertainment(xiii) Pay the same rate of pay to men and women engaged in:like work orwork rated as equivalent(xiv) Disability Discrimination:· Creates a right not to be discriminated against on grounds of disability in employment. Disability is defined as a physical or mental impairment, which has a substantial adverse effect on a person‟s ability to carry out normal day to day activities.· The DDA95 applies to employers who employ 15 or more people. It seeks to protect the disabled employee in all aspects of the employment relationship from recruitment to dismissal. S5 however allows the employer to justify less favourable treatment on grounds that are both …material to the particular case and substantial‟.· Employers are also now required to 'make reasonable adjustments' to accommodate disabled persons. It should be noted that S5 allows an employer to justify a failure tocomply. In effect changes are only required if …reasonable‟ taking into account cost and practicability.更多ACCA资讯请关注高顿ACCA官网：。

ACCA F4知识要点汇总(精简版)

Part A Essential elements of the legal system（10 分）
1. Law and the legal system（5 分）
2. Sources of law（5 分）
Part B The law of obligations （30 分） 3. Formation of a contract（7 分） 4. Content of a contract （7 分）
European Court of Human Rights (ECtHR) 欧洲人权法院
The Privy Council 枢密院
d) In the Factortamecase（欧洲移民法和商船法）：欧洲法 EU law>欧盟成员国国内法律。所以，最高法院的有效性受到 EU law 判决的约束。
Magistrates 治安官法院、Crown court
offences
偷盗、吸毒、对他人实施暴力皇冠法院都可以审理
上述两种皆可能
刑事诉讼操作：
Magistrates 治安官法院
a) Summary offences without a jury 轻微罪行（没有陪审团） b) Commit defendants charged with an indictable offence to the Crown
平衡可能性，谁的证据更占优排除合理怀疑，疑罪从无
Decision 判决结果
Remedies 法律救济 Distinct courts of instance court 初审法院
Judge 法官：Liable/Not liable 有责任/无责任 Damages(损害赔偿金) Magistrates 治安官法院、County court 郡法院

acca公司法与商法

ACCA公司法与商法概述ACCA（特许公认会计师）是全球最具影响力和知名度的会计资格证书之一，被广泛认可为世界各国会计领域的金字招牌。

在ACCA考试科目中，公司法与商法是一个重要的核心科目。

本文将对ACCA公司法与商法进行探讨。

什么是公司法与商法？公司法公司法是对公司设立、运营、执法和解散等方面进行法律规范的一门学科。

在公司法中，关注的核心是公司的法律地位、责任与权力的分配以及企业行为的合法性和合规性等问题。

商法商法是研究商业活动法律规范的学科，主要涉及商业合同、商标专利、公司与商号、股份有限公司、合伙公司、独资企业以及经济法律关系等。

公司法与商法的重要性公司法与商法作为ACCA考试的科目之一，具有重要的理论和实践意义。

在现代商业社会中，任何一家企业都需要遵循公司法与商法的规范，才能够合法、规范地开展经营活动。

掌握公司法与商法的知识，对于保护企业自身权益、防范风险、规避法律风险具有重要意义。

公司法与商法的关系公司法与商法的交叉点公司法与商法之间存在着密切的关系。

公司法是商法的一部分，商法则包含了公司法以外的其他商业活动法律规范。

虽然有所区别，但它们之间相互交叉、相互渗透，形成了一个相对完整的商事法律体系。

公司法与商法的联系公司法与商法都是为了保护商业交易中各方的利益而制定的法律规范。

公司法主要针对的是企业的法律地位和管理运作，而商法则更加广泛地探讨了商业活动中诸多方面的法律规范，如合同、商标、专利、公司治理等。

因此，公司法与商法有着千丝万缕的联系。

公司法与商法的重要内容公司法的重要内容1.公司设立与注册–公司的设立条件与程序–公司的注册与备案2.公司治理–股东权益与责任–公司董事的法律地位与责任–公司章程与内部管理制度等3.公司合并与分立–公司合并与收购的法律规定–公司分立与破产清算的法律程序4.公司治理与责任–公司的利益相关方与社会责任–公司治理中的法律责任与风险防范等商法的重要内容1.商业合同–合同的成立、履行与解除–合同中的纠纷与争议解决2.商标与专利–商标的注册与保护–专利的申请与保护3.公司与商号–公司和商号的注册与管理–商业秘密与商业竞争等4.股份有限公司与合伙公司–股份有限公司的设立与运营–合伙公司的设立与合作关系公司法与商法在实践中的应用公司法与商法作为ACCA考试科目之一，具有重要的理论含义。

公司法第二十三条怎么解读

公司法第⼆⼗三条怎么解读任何有关于公司的设⽴都需要遵循公司法的要求，那中华⼈民共和国公司法全⽂有哪些内容?公司法第⼆⼗三条怎么理解？下⾯，为了帮助⼤家更好的了解相关法律知识，店铺⼩编整理了相关的内容，希望对您有帮助。

公司法第⼆⼗三条怎么解读《中华⼈民共和国公司法》第⼆⼗三条内容如下：设⽴有限责任公司，应当具备下列条件：(⼀)股东符合法定⼈数；(⼆)股东出资达到法定资本最低限额；(三)股东共同制定公司章程；(四)有公司名称，建⽴符合有限责任公司要求的组织机构；(五)有公司住所。

主旨本条是关于有限责任公司设⽴条件的规定。

释义和理解设⽴有限责任公司必须具备五项条件：(1)股东符合法定⼈数。

根据本法第⼆⼗四条的规定，有限责任公司股东为50⼈以下。

只有上限没有下限，包括1个⼈也可以成⽴有限责任公司。

(2)股东出资达到法定资本最低限额。

股东出资形成公司资本，公司资本是公司设⽴后开展经营活动的物质条件，也是公司对外承担债务责任的保证。

、从我国实际情况看，对公司的股东出资规定最低限额是必要的。

股东出资的最低限额也就是注册资本的最低限额。

这⾥所讲的股东出资是指股东共同出资额，本法规定具最低限额为⼈民币3万元。

法律、⾏政法规对有限责任公司注埘资本的最低限额有较⾼规定的，从其规定。

(3)股东共同制定公司章程。

设⽴有限责任公司必须要有公司章程。

公司章程应当由全体股东共同制定，体现全体股东的意志。

(4)有公司名称，建⽴符合有限责任公司要求的组织机构。

设⽴有限责任公司应当依法确定公司名称，并按照法律规定建⽴内部组织机构。

对于有限责任公司内部组织机构的设⽴，本法有专门规定，应按规定执⾏。

(5)有公司住所。

公司住所是指公司登记事项中所明确的公司主要办事机构所在地。

它对于确定公司登记机关以及公司在民事诉讼中的地域管辖和法律适⽤有着重要作⽤，是公司设⽴的条件之⼀。

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2014年ACCA考试F4公司法与商法第二十三章总汇2
本文由高顿ACCA整理发布，转载请注明出处
2 Administration orders
Purpose of administration
2.1 (a) The appointment of an administrator is designed to give companies in financial difficulty (usually with insolvency looming) a “breathing space” from which to trade out of their difficulties.
(b) Administrators may be appointed either by the court, the holders of floating charges created on or post 15.9.03 and the company and its directors.
(c) If the company and its directors intend to appoint an administrator they must give five days notice to any floating charge holder entitled to appoint either an administrative receiver or administrator. This effectively means that a floating charge holder can either block the company’s choice of adminis trator or block the administration procedure.
(d) The administrator once appointed must perform his functions with the objective of:
(i) rescuing the company as a going concern, or
(ii) achieving a better result for the company’s creditors than windi ng up; or
(iii) realising property to distribute to secured or preferential creditors.
Consequences of the appointment of an administrator
2.2 (a) Winding-up cannot be commenced or continued with.
(b) No goods can be recovered from the company (e.g. H.P. repossessions) without court leave.
(c) Legal proceedings can only be commenced or continued with the court's permission.
Administrators proposals and powers
2.3 (a) The administrator should:
(i) Establish the state of the company’s affa irs by obtaining a statement of affairs.
(ii) Prepare proposals to achieve the aim of administration.
(b) A creditors meeting must be called within 10 weeks of administrators appointment.
(c) The meeting will
(i) accept;
(ii) accept with modifications which must be approved by the administrator; or
(iii) reject.
Powers
2.4 (a) The administrator has general powers of management derived from..
(b) He can
(i) appoint and remove directors (a unique power in company law normally only available in an AGM)
(ii) call meetings of the members and creditors
(iii) apply to court for directions regarding the carrying out of his functions
(iv) make payments to secured or preferential creditors and with the courts permission make payments to unsecured creditors
(e) He must summon a meeting of the company’s creditors if told to by:
(i) the court, or
(ii) 10% of the company’s creditors.
End of administration
2.5 (a) The administration has been successful.
(b) Automatically (unless extended) 12 months after the date of appointment.
(c) By court order which includes the granting of a winding up petition on public interest grounds.
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