2014年ACCA考试F4公司法与商法第六章总汇1

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公司法第六章

练习

某有限公司的股东会上提出以下董事人选，符合《公司法》规定董事任职条件是（）
A、原为大学教师的张某，现退休在家 B、管理学博士李某，近期因其父住院而负债13万元 C、个体工商户王某，曾因经营假冒伪劣商品而被判处有限徒刑3年，现已服刑期满2年 D、在政府经济管理部门任职的刘某
案例分析

宏业时装股份有限公司成立于2000年12月。在组建监事会时，该公司聘请了市工商局副局长陈某担任监事，另外两名监事由董事长和副董事长分别兼任。该监事会自成立后，从未认真行使过职权，形同虚设，该公司的股东非常不满，联名向董事会请求重组监事会，董事会没有采纳。于是该公司的部分股东向法院起诉，要求宣布该公司原监事会解散，并重新建立监事会。该公司的监事会组成哪些地方不符合公司法规定、法院能否支持部分股东的诉讼请求？
挪用公司资金挪用公司资金将公司资金以其个人名义或者以其他个人名义开立帐户存储将公司资金以其个人名义或者以其他个人名义开立帐户存储违反公司章程规定未经股东会股东大会或董事会同意将公违反公司章程规定未经股东会股东大会或董事会同意将公司资金借贷给他人或者以公司财产为他人提供担保司资金借贷给他人或者以公司财产为他人提供担保违反公司章程的规定或者未经股东会的同意与本公司订立合同违反公司章程的规定或者未经股东会的同意与本公司订立合同或者进行交易或者进行交易未经股东会同意利用职务便利为自己或者他人谋取属于公司的未经股东会同意利用职务便利为自己或者他人谋取属于公司的商业机会自营或者为他人经营与所任职公司同类的业务商业机会自营或者为他人经营与所任职公司同类的业务接受他人与公司交易的佣金归为己有接受他人与公司交易的佣金归为己有擅自披露公司秘密擅自披露公司秘密违反对公司公司忠实义务的其他行为违反对公司公司忠实义务的其他行为美一个董事应当履行作为一个董事的责任美一个董事应当履行作为一个董事的责任包含作为一个委员会成员的责任他应当包含作为一个委员会成员的责任他应当

ACCAF4公司法与商法题库.doc

所选答案：
Special resolution
正确答案：
Special resolution
问题22
Which of the followi ng is the n ame given to compa nies that are created by directors of in solve nt companies in order to continue their business illegally?
问题1
Which of the following must be proved to win a case of fraudule nt trading un der the In solve ncy Act 1986?
所选答案：The fraud wasintended正确答案：
The fraud was intended
问题2
Which 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3
At which point before its payme nt does a divide nd become a debt of the compa ny?
21
止确答案：
21
问题25
Which 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

2014年ACCA考试F4公司法与商法第十五章总汇1

2014年ACCA考试F4公司法与商法第十五章总汇1本文由高顿ACCA整理发布，转载请注明出处15 The formation of a company1 Registration1.1 Certain documents must be sent to the Registrar of Companies:(a) Memorandum signed by the subscribers to the memorandum;(b) Form 10 setting out details of:(i) registered office;(ii) director(s) and secretary;(c) Form 12 – a statutory declaration that all the requirements for registration have been met;(d) a fee.In addition the Company Articles or Statement of Intention to adopt Table A will be submitted to the Registrar.Certificate of Incorporation1.2 (a) If everything is in order the Registrar will issue a Certificate of Incorporation (and Gazettes it).(b) The company's life dates from the date on the Certificate of Incorporation: Jubilee Cotton Mills v. Lewis. A private company can now trade.1.3 (a) A public company must obtain an additional certificate (trading certificate) before they can commence trading.(b) A public company must provide three extra details to the Registrar:(i) share capital.(ii) preliminary expenses.(iii) amount due or paid to promoters.If everything is in order the Registrar will issue a trading certificate under and publish notice of it in the London Gazette.(c) If a public company starts trading without satisfying there are four consequences:(i) The company is primarily liable.(ii) If the company does not meet its liabilities within 21 days of demand being made, the directors have personal liability.(iii) The company and its officers are liable to a fine.(iv) If a certificate is not obtained within one year of incorporation it is grounds for winding?更多ACCA资讯请关注高顿ACCA官网：。

2014年ACCA考试F4公司法与商法第六章总汇2

2014年ACCA考试F4公司法与商法第六章总汇2本文由高顿ACCA整理发布，转载请注明出处2 AcceptanceDefinition2.1 (a) An unconditional assent to all the terms of the offer: Neale v Merrett(b) It is important to identify a clear offer, and unconditional acceptance.Negotiations may constitute a series of counter offers, each party trying to impose their standard terms on the contract: "the battle of the forms." Hence if faced with this type of question ensure that you identify what is happening at each stage of the negotiations until you have a clear offer and acceptance.(c) Acceptance may only be made by authorised person: (compare revocation).(d) Must be made whilst the offer is still open ie:(i) before revocation(ii) before any time limit specified has expired(iii) before the offeree's deathRules of acceptance2.2 (a) It must be communicated by positive words or deeds hence it cannot be imposed by silence but may be inferred by conduct.(b) If method of communication is mandatory then no other method will be legally effective: Holwell Securities v Hughes.(c) If no mandatory method is specified it should still be made in the way specified by the offeror, but an equally speedy method may suffice: Yates v Pulleyn.Instantaneous methods of communication2.3 However, if modern instantaneous methods of communication are used e.g. telephone, faxes, email etc, communication must be received; Entores v Miles Far East Corporation.Exceptions to the communication rule2.4 (a) Where the need for communication is waived: Carlill v Carbolic Smoke Ball Co.(Be careful this does not negate the need for acceptance itself.)(b) Where the postal rule applies acceptance will occur at the moment of posting: Adams v Lindsell, Household Fire Insurance v Grant.Conditions:(i) Letter must be properly addressed and stamped;(ii) put into the post in the normal way;(iii) the postal rule will not have been excluded i.e. it must be in contemplation of both parties that acceptance will take place by post.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)。

2014年ACCA考试F4公司法与商法第十一章总汇1

2014年ACCA考试F4公司法与商法第十一章总汇1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.(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).2 Remedies2.1 (a) The remedies for breach of contract you need to be aware of are:(i) damages(ii) action for price(iii) quantum meruit(iv) specific performance(v) injunction更多ACCA资讯请关注高顿ACCA官网：。

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）。

2014年公司法全文

2014年公司法全文第一章总则第一条【立法目的】为了规范公司的组织和经营行为，保护投资者的合法权益，促进经济发展，根据宪法，制定本法。

第二条【公司定义和分类】公司是指按照法定程序注册、以营利为目的、合伙人以资金或者实物出资的法人或者自然人股东的企业法人。

根据所有者的责任方式和经营形式的不同，公司分为有限责任公司和股份有限公司。

有限责任公司以股东承担的责任限额为限；股份有限公司以股东对公司的出资按股份持有比例承担责任。

第二章公司名称第三条【公司名称的选择和使用】公司的名称由公司登记机关决定，但是不得重复使用已经登记注册的公司名称，不得违反法律、行政法规的规定，不得含有欺诈、虚假、混淆、有害公共利益等内容。

第四条【公司名称的登记】公司名称应当经公司登记机关审核，审核合格后予以登记，并予以公告。

第五条【公司名称的变更】公司名称变更，应当办理公司变更登记手续。

第三章公司的设立第六条【公司设立的方式】公司的设立方式包括根据宪法、法律的授权设立和自愿设立。

第七条【根据宪法、法律的授权设立公司】主管机关根据宪法、法律的授权设立的有限责任公司和股份有限公司，和自愿设立的有限责任公司、股份有限公司一样适用本法。

第八条【有限责任公司设立的条件】设立有限责任公司，必须具备下列条件： 1. 有两个以上的发起人并以出资方式设立。

2. 注册资本数额符合法定标准，以人民币表示，可以用外币出资。

出资比例和出资方式由发起人自行约定。

3. 有限责任公司发起人以他们各自出资数额为限，对公司承担责任。

第九条【股份有限公司设立的条件】设立股份有限公司，必须具备下列条件： 1. 有五个以上的发起人并以出资方式设立。

2. 注册资本数额符合法定标准，以人民币表示，可以用外币出资。

出资比例和出资方式由发起人自行约定。

3. 股份有限公司发起人以他们各自出资数额为限，对公司承担责任。

第十条【公司设立的程序】设立公司，应当按照下列程序办理： 1. 起草公司章程。

ACCA考试《F4公司法与商法》必备考点(3)

ACCA考试《F4公司法与商法》必备考点(3)本文由高顿ACCA整理发布，转载请注明出处Memorandum of association1 Introduction1.1 The memorandum defines the company's relationships with third parties.Specimens are in the Companies Act.There are six principal clauses:-1.2 (a) name(b) registered office(c) objects(d) limited liability(e) share capital(f) association.NB: Plc’s will also have a clause declaring their status.2 Name clauseOverviewBasic objective2.1 This obviously sets out the company's name.Refusal to register2.2 By S.26 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-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. s.28(2)(ii) Within 5 years if misleading information was supplied. s.28(3)(iii) At any time if the use of the name is likely to cause harm to the public. s.32(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.更多ACCA资讯请关注高顿ACCA官网：。

2014年6月ACCA《公司法与商法》真题及答案探究六

2014年6月ACCA《公司法与商法》真题及答案探究六本文由高顿ACCA整理发布，转载请注明出处Question:In relation to company law:（a）explain the meaning of，and procedures involved in，voluntary liquidation; and（b）explain and distinguish between;（i）a members' voluntary liquidation;（ii）a creditors' voluntary liquidation.Answer:（a）This question requires candidates to explain the meaning and procedures involved in the course of a voluntary liquidation in company law. One of the many consequences of incorporation is that a registered company becomes a legal entity in its own right having existence apart from its member shareholders. One of the attributes of this legal personality is that the company has not only separate，but also perpetual，existence，in that it continues irrespective of changes in its membership. Indeed， the company can continue to exist where it has no members at all. Winding up，or liquidation，is the process whereby the life of the company is brought to an end and its assets realised and distributed to its members and/or creditors. The rules governing winding up are detailed in the provisions of the Insolvency Act （IA）1986 and the exact nature of the procedure depends on the type of winding up involved and depends upon the solvency of the company at the time when liquidation commences. Winding up can be conducted on a voluntary basis，in which case the members of the company themselves determine that the time has come for it to come to an end，or alternatively，the court may make an order that the company‘s life should come to an end. This question refers to the first of these alternatives，voluntary winding up.Section 84 IA states that a company may be wound up voluntarily:（i）when any period fixed for the duration of the company by the articles expires，or any event occurs，which shall，according to the articles，lead to its dissolution. Under such circumstances the winding up has to be approved by an ordinary resolution.（ii）for any other reason whatsoever. Under these circumstances a special resolution is required to approve the winding up.This is the procedure the members would follow if the company is insolvent.In any case the winding up is deemed to have started on the date that the appropriate resolution was passed.（b）（i）A members‘ voluntary liquidation takes place when the directors of the company are of the opinion that the company is solvent and is capable of paying off its creditors. The directors are required to make a formal declaration to the effect that they have investigated the affairs of the company and that in their opinion it will be able to pay its debts within 12 months of the start of liquidation. It is a criminal offence for directors to make a false declaration without reasonable grounds. On appointment，by an ordinary resolution of the company，the job of the liquidator is to wind up the affairs of the company，to realise the assets and distribute the proceeds to its creditors. On completion of this task，the liquidator must present a report of the process to a final meeting of the shareholders. The liquidator then informs the Registrar of the holding of the final meeting and submits a copy of their report to them. The Registrar formally registers these reports and the company is deemed to be dissolved three months after that registration.（ii）A creditors‘ voluntary liquidation takes place when the company is insolvent when it is decided to wind it up. The essential difference between this and the former type of liquidation is that，as the name implies，the creditors have an active role to play in overseeing the liquidation of the company and there is no declaration of solvency. First，a meeting of the creditors must be called within 14 days of the resolution to liquidate the company at which the directors must submit a statement of the company‘s affairs. The creditors have the final say in who should be appointed as liquidator and may，if they elect，appoint a liquidation committee to work with the liquidator. On completion of the winding up， the liquidator calls and submits their report to meetings of the members and creditors. The liquidator then informs the Registrar of the holding of these final meetings and submits a copy of their report to them. The Registrar formally registers these reports and the company is deemed to be dissolved three months after that registration.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。

ACCA考试科目及及各个阶段分类

ACCA考试大纲共设计了16个考试科目，只需要参加14门考试，全程学习通过即可获得3个不同等级的资格证书以及英国牛津布鲁克斯大学本科学士学位证书。

第一阶段：基础课程
F1 会计师与企业
F2 管理会计
F3 财务会计
第二阶段：技能课程
F4 公司法与商法
F5 业绩管理
F6 税务
F7 财务报告
F8 审计与认证业务
F9财务管理
第三阶段：核心课程及选修
P1 公司治理、风险管理与职业道德
P2 公司报告
P3 商务分析
P4 高级财务管理
P5 高级业绩管理
P7 高级审计与认证业
第一阶段:主要涉及基本的会计原理，财会信息的作用和管理领域的问题。

完成F1-F3及道德测试可获得由英国官方颁布的初级商会会计证书。

第二阶段：涵盖专业财会人员应具备的核心专业技能，介绍商务运作的法律环境，并强化财会方面关键技能。

完成F4-F9及道德测试，可获得由英国官方颁布的高级商业会计证书。

在F7-F9任意一门考前申请，并完成9500字论文，可申请牛津布鲁克斯大学应用会计(荣誉)理学士学位。

第三阶段：着重于企业战略管理中财务人员的培训，培养学员以专业知识对信息进行评估，并在专业伦理框架内提出合理的经营建议和忠告。

X。

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。

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