accaF4官网题库—样题卷1
ACCA F4 六月份考试试卷
1Explain the following in the context of European Community law:(a)regulations; (3 marks)(b)directives;(3 marks)(c)the role of the European Court of Justice. (4 marks)(10 marks) 2(a)Explain and distinguish between an offer and an invitation to treat in the law of contract.(7marks)(b)Explain why the distinction is important. (3 marks)(10 marks) 3(a)Explain the meaning of exclusion clauses, also known as exemption clauses, in contract law. (2 marks)(b)How are such clauses controlled:(i)at common law;(4 marks)(ii)by statute?(4 marks)(10 marks) 4Explain in the context of employment law,(a)the common law duties imposed on employers; (6 marks)(b)constructive dismissal. (4 marks)(10 marks) 5Distinguish between:(a)unlimited companies;(3 marks)(b)companies limited by guarantee;(3 marks)(c)companies limited by shares.(4 marks)(10 marks) 6Explain the fiduciary duties owed by directors to their companies.(10 marks) 7(a)Explain the rules governing the payment of dividends in relation to:(i)private companies; (4 marks)(ii)public companies. (3 marks)(b)State the consequences of any dividend being paid in contravention of those rules. (3 marks)(10 marks) 8(a)Explain what is meant by ‘winding up’ in company law. (2 marks)(b)Distinguish between:(i)voluntary winding up; (4 marks)(ii)compulsory winding up. (4 marks)(10 marks)29Aerial Ltd is a small independent television production company which specialises in making television programmes which it then sells to television broadcasting companies in the United Kingdom. In January 2001 it signed a contract with an actor called Bob for him to play a leading role in one of its productions to start filming in August 2002. In the course of 2001 Bob became extremely famous and in great demand and Aerial Ltd launched a large advertising campaign publicising his appearance in their forthcoming production. The campaign was expensive, costing £300,000, but it was successful in generating great interest. As a result Aerial Ltd got a contract to sell their production to one of their usual UK clients in a deal that would enhance their usual profit of £500,000 by a further £250,000. More importantly, however, it allowed them to sell their production to an American television company ata profit of £1 million. Unfortunately in May 2002, Bob informed Aerial Ltd that he had no intentions of making a filmwith them. Aerial Ltd have been told that if they replace Bob with a lesser known actor, who is available and willing to do the work, their profit from the UK deal will be reduced to its usual level and they will lose the American deal completely.Required:Analyse the scenario from the perspective of contract law and advise Aerial Ltd as to any action it may take.(20 marks)10Clare, Dan and Eve formed a partnership 10 years ago, although Clare was a sleeping partner and never had anything to do with running the business. T wo years ago the partnership employed Frank as its manager and last year Dan retired from the partnership. Eve subsequently has left much of the day-to-day work to Frank who has let it be known generally that he has become a partner, although he has not. In January of this year Frank entered into two large contracts. The first one was with a longstanding customer Greg who had dealt with the partnership for some five years.The second contract was with a new customer Hugh. Both believed Frank’s claim that he was a partner in the business. Both contracts have gone badly wrong leaving the partnership still owing £50,000 to both Greg and Hugh.Unfortunately the business assets will only cover the first £25,000 of the total debt.Required:Consider and explain the potential liabilities of Clare, Dan, Eve and Frank.(20 marks)11Imran and Jane have established a successful publishing business which they have run as a partnership. They now wish to turn it into a public limited company.Required:(a)Explain the procedure required and the forms that have to be submitted before the public company can begintrading. (10 marks)(b)List and explain the purpose of the various registers that will have to be kept by the company. (5 marks)(c)Describe what accounting records will have to be maintained by the company. (5 marks)(20 marks)3[P.T.O.12Kath owns 76% of the share capital in Lax Ltd. There are only two other shareholders in Lax Ltd. Matt owns 10% and also operates his own separate business in direct competition with Lax Ltd. Norm owns the remaining 14%. All three shareholders are on the board of directors. However, Owen has been the effective chief executive of the company for the past three years and, although he does not own any shares in it, he has a service contract to act as the company’s managing director until 2005.Kath has received a very generous offer from Prime plc to buy her shares in Lax Ltd but only on the understanding that she is the sole shareholder and that Owen is removed from his position as Managing Director of the business.Unfortunately for Kath the articles of association of Lax Ltd contain a pre-emption clause requiring that members wishing to sell their shares must first of all offer them to the other members and only on their refusal to buy them can they be sold to an outsider.Kath intends calling an extraordinary general meeting and proposing the following resolutions:(i)that Owen be removed from the board of directors and replaced by Kath’s son Ron;(ii)that the articles of association be altered in the following ways:(a)to remove the existing pre-emption right so as to permit members to sell their shares to outsiders;(b)to require any member conducting business in competition with Lax Ltd to sell their shares to the companyat fair value;(c)to require any shareholder to sell their shares to the company at fair value on receipt of a resolution of thedirectors to that effect.Kath then intends to use the new articles to require Matt and Norm to sell their shares back to the company and sell her shares to Prime plc.Required:Advise the parties as to the legality and effectiveness of Kath’s proposed actions.(20 marks)End of Question Paper4。
12月ACCA考试F4最新模拟题及答案
12月ACCA考试F4最新模拟题及答案3 Compared to the obligations of the seller， the general obligations of the buyer under the UN Convention on the International Sale of Goods are less extensive and relatively simple; they are to pay the price for the goods and take delivery of them as required by the contract (Article 53)。
However， the convention does go on to detail how such action is to be conducted.As regards payment the following provisions apply.Firstly，the buyer‘s obligation to pay the price includes taking such steps and complying with such formalities as may be required under the contract or any laws and regulations to enable payment to be made (Article 54)。
Where a contract has been validly concluded but does not expressly or implicitly fix or make provision for determining the price， the parties are considered， in the absence of any indication to the contrary， to have impliedly made reference to the price generally charged at the time of the conclusion of the contract for such goods sold under comparable circumstances in the trade concerned (Article 55)。
ACCA资料 真题 F4CHN-2014-Dec-A
Fundamentals Level – Skills Module, Paper F4 (CHN)Corporate and Business Law (China)December 2014 Answers Section A1A2B3C4D5C6A7B8B9A10C11D12B13C14C15D16A17B18C19B20A21B22A23C24D25C26B27C28B29A30C31D32B33C34C35B36C37A38D39B40D41A42C43A44D45CSection B1(a)The mortgage agreement between Mr Ma and Ms Yang could come into effect, although they failed to register the mortgage agreement. According to the Property Law, mortgage rights shall be established when such a contract comes into effect;without the registration, the mortgage right may not challenge any third party with good faith.(b)The right of pledge between Mr Ma and Mr Lee was established on the date when it was registered with the relevantgovernment department.(c)Mr Lee should be repaid in priority. Since the pledge agreement has been registered, the mortgage agreement could notchallenge the right of pledge which was duly registered.2(a)Family Mart was not entitled to refuse to accept all the 10,000 packages of goods, since the first 5,000 packages arrived timely without any defects. Furthermore, several days’ delay of the second instalment does not constitute a fundamental breach of contract and did not entitle Family Mart to dissolve the contract.(b)Seafood Co could not be exempted from the liabilities caused by Link Logistics Co in the process of transportation. Accordingto the sales contract it is Seafood Co’s obligation to carry the goods to the place of Family Mart. Any failure committed by Link Logistics Co meant the breach of contract by Seafood Co.(c)Due to Seafood Co’s breach of contract, Family Mart was entitled to claim liquidated damages but not the total amount.Although Seafood Co committed a breach of contract, it did not constitute a fundamental breach and should be liable for its breach proportionately.3(a)The merger plan should be decided by the general shareholders’ meeting, and the resolution should be adopted at the general shareholders’ meeting by two-thirds of the voting rights held by the shareholders attending the meeting.(b)According to the relevant provision of the Company Law, where the major assets purchased or sold within one year by a listedcompany exceed 30% of the total amount of its assets, the resolution shall be adopted by two-thirds of the voting rights held by the shareholders attending the meeting. Since the amount of the transaction exceeded 30% (200 million/600 million* 100% = 33%) of the total amount of Dano Stock Co’s assets, it should be subject to such a requirement.(c)According to Article 74 of the Company Law, the creditors of LLC should have the right to claim full repayment of its debtsby LLC or a corresponding guarantee from the Dano Stock Co within 30 days from the date of receipt of the notice or, within45 days from the date of the first public announcement of the merger plan.4(a)The action of the debtor giving up the credit could not be revoked by the bankruptcy administrator in the process of liquidation.According to the Enterprise Bankruptcy Law, the bankruptcy administrator may petition to the court to revoke such an action occurring up to six months prior to the court’s acceptance of the application for bankruptcy. In this case the action of giving up the credit took place beyond the six month limit, therefore, the condition to revoke is not satisfied.(b)According to the Enterprise Bankruptcy Law, where the court accepts an application for bankruptcy, and any capitalcontributor of the debtor fails to fulfil its obligation of capital contribution, the administrator shall require the relevant capital contributor to make full contribution of the capital it subscribed to, irrespective of the term for capital contribution.(c)The bankruptcy administrator has the right to decide whether to dissolve the contract or to continue to perform it.5(a)In accordance with Article 186 of the Company Law, the liquidation committee shall not satisfy any creditors during the period of declaration of claims. In this case the liquidation committee, in violation of the law, satisfied Mr T ang.(b)In accordance with Article 188 of the Company Law, if the liquidation committee discovers that there are insufficient assetsin the company to pay off its debts, the committee shall apply to the people’s court for a declaration of bankruptcy of the company. The fact that the liquidation committee decided to distribute the insolvent assets, even though they were insufficient to pay off its debts, was a violation of law.(c)In accordance with Article 207 of the Company Law, the relevant government authority may confiscate the illegal gains andimpose a fine from one to five times the value of the illegal gains.Fundamentals Level – Skills Module, Paper F4 (CHN)Corporate and Business Law (China)December 2014 Marking Scheme Section A1–45One or two marks per question; total marks 70Section B1(a) 1 mark for the correct conclusion and 1 mark for the reasons.(b) 2 marks for the correct conclusion as to the date of registration to be the date of the right of pledge.(c) 1 mark for the correct conclusion, 1 mark for the reason.2(a) 1 mark for the correct conclusion that Family Mart was not entitled to refuse to accept all the goods. 1 mark for the reasons, including the separate instalments and minor breach of contract in relation to delay.(b) 1 mark for the correct conclusion, 1 mark for the reasons to explain the conclusion.(c) 1 mark for the correct conclusion, 1 mark for the reasons that Seafood Co should be partially liable for minor breach ofcontract.3(a) 1 mark for the correct conclusion and 1 mark for the reasons to give such a conclusion.(b) 1 mark for the correct conclusion and 1 mark for the reasons.(c) 1 mark for the correct conclusion and 1 mark for the reasons.4(a) 1 mark for the conclusion and 1 mark for the reason that the action took place beyond the six months limit.(b) 1 mark for the correct conclusion and 1 mark for the reason.(c) 1 mark for each right of the bankruptcy administrator.5(a) 1 mark for the correct conclusion and 1 mark for explanation.(b) 1 mark for the correct conclusion and 1 mark for explanation.(c) 1 mark for the point as to the confiscation of illegal gain and 1 mark for the point as to the fine.。
ACCAF4公司法与商法题库.doc
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
ACCA F4-F9模拟题及解析(1)
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Equity as at 1 October 2011 Equity shares of $1 each 30,000 10,000 Retained earnings 54,000 35,000 The following information is relevant: (i) At the date of acquisition, the fair values of Greca’s assets were equal to their carrying amounts with the exception of two items: An item of plant had a fair value of $1·8 million above its carrying amount. The remaining life of the plant at the date of acquisition was three years. Depreciation is charged to cost of sales. Greca had a contingent liability which Viagem estimated to have a fair value of $450,000. This has not changed as at 30 September 2012. Greca has not incorporated these fair value changes into its financial statements. (ii) Viagem’s policy is to value the non-controlling interest at fair value at the date of acquisition. For this purpose, Greca’s share price at that date can be deemed to be representative of the fair value of the shares held by the non-controlling interest. (iii) Sales from Viagem to Greca throughout the year ended 30 September 2012 had consistently been $800,000 per month. Viagem made a mark-up on cost of 25% on these sales. Greca had $1·5 million of these goods in inventory as at 30 September 2012. (iv) Viagem’s investment income is a dividend received from its investment in a 40% owned associate which it has held for several years. The underlying earnings for the associate for the year ended 30 September 2012 were $2 million. (v) Although Greca has been profitable since its acquisition by Viagem, the market for Greca’s products has been badly hit in recent months and Viagem has calculated that the goodwill has been impaired by $2 million as at 30 September 2012. Required: (a) Calculate the consolidated goodwill at the date of acquisition of Greca. (b) Prepare the consolidated income statement for Viagem for the year ended 30 September 2012. The following mark allocation is provided as guidance for these requirements: (a) 7 marks (b) 14 marks (21 marks) (c) The carrying amount of a subsidiary’s leased property will be subject to review as part of the fair value exercise on acquisition and may be subject to review in subsequent periods. Required: Explain how a fair value increase of a subsidiary’s leased property on acquisition should be treated in the consolidated financial statements; and how any subsequent increase in the carrying amount of the leased property might be treated in the consolidated financial statements. Note: Ignore taxation. (4 marks)
12月ACCA考试F4考前练习题及答案
12月ACCA考试F4考前练习题及答案ALL TEN questions are compulsory and MUST be attempted1 In relation to the Civil Procedure Law of China:(a)explain the term exclusive jurisdiction;(2 marks)(b)state the major legal characteristics of exclusive jurisdiction,in terms of:(i)the basis of exclusive jurisdiction;and (4 marks)(ii)the effect of the rule of exclusive jurisdiction.(4 marks)(10 marks)2 In relation to the Property Law of China:(a)explain the term right of lien;(4 marks)(b)state THREE conditions to be met for a party to claim the right of lien.(6 marks)(10 marks)3 In relation to the Labour Contract Law of China:(a) state the various powers of the labour administration in exercising its supervisory and examining functions;(2 marks)(b) state any FOUR kinds of situations under which the labour administration may issue administrative orders to an employer for violations of Labour Contract Law.(8 marks)(10 marks)4 In relation to the Contract Law of China:(a)explain the term termination of contract;(2 marks)(b)explain and distinguish between termination of contract and dissolution of contract.(8 marks)5 In relation to the Company Law of China:(a)state the basic rules regarding the shareholders of:(i)a general limited liability company;(2 marks)(ii)a sole-person limited liability company and a wholly state-owned company;and(2 marks)(b)state the requirements for capital of:(i)a general limited liability company;(2 marks)(ii)a sole-person limited liability company;and(2 marks)(iii)a company with exclusive state-ownership.(2 marks)(10 marks)6 In relation to the Enterprises Bankruptcy Law of China,state the legal effect of the acceptance of an application for bankruptcy by the court:(a)in terms of the preservative measures against the assets of the debtor;(4 marks)(b)in terms of the enforcement procedure against the relevant debtor;(4 marks)(c)in terms of pending legal actions against a debtor.(2 marks)(10 marks)7 In relation to the Securities Law of China:(a)explain the term sponsor in underwriting securities;(2 marks)(b)state the objective of the legislation to set up the system of sponsorship in underwriting securities;(2 marks)(c)state the various legal liabilities of a sponsor,in providing professional services,for his wrong doings or failure to perform his functions.(6 marks)8 In 2009 Mr Lee and the villager committee entered into a contract for the management of land,under which he obtained the right to manage the contracted piece of land in a small mountain for 30 years.The contract was duly registered with the relevant government authority in light of the Property Law.One day when Mr Lee was planting trees on the mountain,he accidentally found a small coal mine in the mountain.Having discovered this information many villagers rushed to the mountain to exploit coal for sale.Mr Lee demanded the villagers stop the exploitation of coal,on the ground that he has been a legitimate holder of the right of management of land.Therefore，he should be a lawful holder of right to the coal mine under the land.On the other hand,the villagers refused to accept Mr Lee‘s position and insisted that Mr Lee's right to management of land would not extend to natural resources under the land.They held that the coal mine should be the common property of the villagers as a whole and they were entitled to dig coal.。
ACCA资料 真题 f4chn_2011_dec_ans
Fundamentals Level –Skills Module, Paper F4 (CHN)Corporate and Business Law (China)December 2011 Answers 1This question requires candidates to explain the roles of judicial interpretations made by the Supreme People’s Court, and state any one of the rules regarding the validity of a contract stipulated in the judicial interpretations of Contract Law.(a)The roles of judicial interpretation made by the Supreme People’s Court include:(i)Interpreting any legal issues that are new and uncertain, causing difficulties in understanding and enforcement of thelaw;(ii)Adapting the law to changed circumstances and atoning for legislative insufficiency;(iii)Developing and applying a coherent and unified approach to the application of law;(iv)Determining the jurisdiction issue and giving guidance as operational criteria.(b)In its judicial interpretation on the Contract Law, several rules are relevant to the validity of a contract that stipulate:(i)Where the approval or registration is required for the validity of a contract, and the parties fail to get approval orregistration before the end of the debate in the first instance, the contract may be deemed as void by the court.(ii)Where the law or administrative regulations require a contract to be registered but do not stipulate that such a contract shall take effect upon registration, the party’s omission to register does not affect the validity of the contract.(iii) A contract concluded exceeding the business scope of either party shall not be deemed as void by the court, except that the party has violated the rules as to the restrictive operations or concession by the State, or that the laws oradministrative regulations prohibit such business operations.2This question requires candidates to explain the term ‘right to use the land for construction’, state various forms to establish sucha right and the various forms of disposal of the right to use the land for construction by a holder of such a right under the PropertyLaw.(a)In accordance with Article 135 of the Property Law, the ‘right to use the land for construction’ refers to such a right underwhich a right holder is entitled to possess, use and seek proceeds from the land owned by the State, and shall be entitled to the construction of buildings, fixtures and their auxiliary facilities by making use of such land.(b)In accordance with Article 137 of the Property Law, the creation of the right to use the land for construction can be establishedby forms of transfer or allotment, etc. Any acquisition of the right to use the land for construction for a commercial purpose shall take the form of transfer, such as auction, bid invitation or any other public bidding method.(c)In accordance with Article 143 of the Property Law, the holder of the right to use the land for construction is entitled to disposeof this right in various ways, such as transfer, exchange, using it as an equity contribution to a company, donation or mortgage, unless the law provides otherwise.3This question requires candidates to explain the circumstances under which a labour contract is concluded that would make it invalid and the various provisions that would be regarded as invalid, and states the provisions with respect to liquidated damages for breach of contract by an employee that may be incorporated into a labour contract under the Labour Contract Law.(a)In accordance with Article 26 of the Labour Contract Law, a labour contract shall be regarded as invalid or partially invalid ifan employer uses such means as deception or coercion, or takes advantage of an employee’s difficulties, to induce or force the employee to conclude a labour contract, that is contrary to the employee’s true intent.(b)In accordance with Article 26 of the Labour Contract Law, the following provisions in a labour contract shall be regarded asinvalid or partially invalid:(i)the provisions under which an employer may disclaim its legal liability or denies the rights of a employee; or(ii)the provisions violate the mandatory provisions of laws or administrative regulations.(c)In accordance with Articles 22, 23 and 25 of the Labour Contract Law, a labour contract shall generally not stipulate that anemployee bears any liquidated damages, unless the breach of a labour contract meets the special circumstances as prescribed in this law:(i)an employer provides special funds for an employee’s training or gives the employee professional training. The particularlabour contract may specify a term of service;(ii) a labour contract contains a special provision as to the obligation of confidentiality by an employee with necessary compensation to be granted by the employer for such special obligation.4This question requires candidates to explain the term ‘liquidated damages’ and state the nature of them, and state the rules relating to the award of liquidated damages as well as the rule relating to the award of liquidated damages for delay in performing under the Contract Law.(a)‘Liquidated damages’ are one of the legal liabilities as incorporated in a contract and to be borne by a party who breachesthe contract. The nature of liquidated damages is compensatory, not a punitive one.(b)In accordance with Article 114 of the Contract Law, the parties may agree that one party pays liquidated damages to theother in case of breach of contract according to the circumstances of the breach, they may also agree on the calculating method of damages caused by the breach. If the agreed amount of liquidated damages is excessively higher than the actual loss, a party may apply to the people’s court or an arbitration tribunal for adequate mitigation. If the agreed amount of liquidated damages is excessively lower than the actual loss, a party may apply to the People’s Court or an arbitration tribunal for an adequate increase.(c)Where the parties agreed upon the liquidated damages for delay in performance, the party shall still perform its contractualobligation after paying the liquidated damages.5This question requires candidates to state the special circumstances under which a joint stock company may purchase its own shares, and state the reasons why there is such a rule under the Company Law.(a)In accordance with Article 143 of the Company Law, a company shall not purchase its own shares except under any of thefollowing circumstances:(1)where the company is to reduce its registered capital;(2)where the company merges with another company holding shares of this company;(3)where the company is to offer its shares to its employees as a reward; or(4)where any shareholder of a company has objections to the resolution on division or merger of the company adopted bythe general shareholders’ meeting, and requires the company to purchase his/her shares.(b)The reasons that a joint stock company is generally not allowed to purchase its own shares are as follows:(i) A company purchasing its own shares would become a shareholder of the same company that would result in theconfusion of legal status between a company and its shareholders.(ii) A company holding the shares of its own would result in such a situation in which part of the capital of the company, represented by the particular shares, is in a false position. It is not in conformity with the capital system of the CompanyLaw.(iii)If the company becomes a shareholder of its own, it may control the price of shares traded in the stock market and harm the interests of public investors by using the inside information of the company.6This question requires candidates to state the rules with respect to declaration of creditor’s rights under the Enterprise Bankruptcy Law.(a)In accordance with Article 48 of the Enterprise Bankruptcy Law, all the following items, defaulted by the debtor, need notdeclare during the course of declaration of creditor’s rights: employees’ wages, subsidies for medical treatment, fundamental pensions and insurance premiums as well as other funds to the employees as prescribed by laws and administrative regulations. The bankruptcy administrator shall work out a checklist of the above items and make an announcement.(b)In accordance with Articles 50–52 of the Enterprise Bankruptcy Law, where the relevant creditors/debtors are involved inseveral and joint liability during the course of declaration of creditor’s right, the following rules shall be complied with:(i)The joint and several creditors may be represented by any one of them to declare their creditors’ right or may jointlydeclare the creditors’ right.(ii)Where the guarantor of a debtor or any other joint and several debtor has cleared off the liabilities on behalf of the debtor, the relevant party may declare its creditor’s right on the basis of its right to recourse against the debtor.(iii)Where the guarantor of a debtor or any other joint and several debtor has not yet paid off the debts on behalf of the debtor, it may declare its creditor’s right on the basis of its future right to recourse against the debtor, unless the creditorshave declared all the creditor’s right against the bankruptcy administrator.(iv)where several joint and several debtors are ruled to be governed by the procedures as prescribed in the law, the creditors have the right to declare their creditors’ rights as a whole in each bankruptcy case respectively.7This question requires candidates to state the rules as to the disclosure of information under the Securities Law.(a)In accordance with Article 68 of the Securities Law, the directors and senior executives of a listed company shall confirm inwriting on the regular reports of the company. Its supervisory board shall examine and approve the company’s regular reports worked out by the board of directors and shall put forward its opinion in writing on examination and approval. The directors, supervisors and senior executives of the company shall ensure the truthfulness, accuracy and completeness of the information disclosed by the company.(b)In accordance with Article 193 of the Securities Law, where any issuer, listed company or other obligor of informationdisclosure fails to disclose the information according to relevant regulations or the information contains a falsehood, misleading statement or major omission, they shall bear the administrative liabilities as follows:(i)to be ordered by the Securities Regulatory Commission to make a rectification;(ii)to be given a disciplinary warning by the Securities Regulatory Commission;(iii)to be imposed a fine from RMB 300,000 yuan to RMB 600,000 yuan;(iv)the persons who are directly in charge and directly responsible for such wrong doings will be given a disciplinary warning and a fine between RMB 30,000 yuan to RMB 300,000 yuan.8This question requires candidates to state the legal issue with respect to the assignment of ownership for movables under the Property Law.(a)In accordance with Articles 23 and 24 of the Property Law, unless otherwise prescribed by any law, the creation orassignment of ownership of a movable shall come into effect upon delivery. The assignment of a motor vehicle should be registered after the conclusion of the contract. However, the relevant contract shall be effective and bind upon the two parties, even though the contract was not registered. The mere legal consequence for non-registration of the sales agreement was that where Mr Feng signed another contract to sell his car to a bona fide third party and have the contract registered, the ownership of the car should pass to that bona fide third party. Under such a circumstance, Mr Liu would not become a legitimate owner of the car. However, such a circumstance did not take place. Therefore, the sales agreement between Mr Feng and Mr Liu should be effective and bind upon them.(b)In this case, Mr Feng duly delivered the car to Mr Liu and the ownership of the car passed to him. Although the sale of thecar was subject to registration under the law and the parties failed to do so, the mere fact of the non-registration of the car would not affect the transaction between the two parties, nor Mr Liu’s ownership along with the delivery of the car. The repair shop merely set up a contractual relationship with Mr Liu. It was nothing to do with the property right. Therefore, Mr Liu should be the legitimate owner of the car.(c)Since Mr Liu was the legitimate owner of the car, his property right is protected by the law. The repair shop should be liableto Mr Liu for the damages to the car if it was caused by the defect of the air conditioner.9This question requires candidates to state the nature of set-off presented by Appliance Co, and the conditions to be met for the statutory set-off under the Contract Law of China.(a)In accordance with Articles 99 and 100 of the Contract Law, there are two forms of set-off: statutory set-off and agreedset-off. Statutory set-off means that in case the conditions as prescribed by the law are satisfied, the right of set-off is established. As to the agreed set-off, it means that the set-off is carried out and based on a special agreement with respect to the set-off of the debts between the relevant parties. In this case when Appliance Co claimed the set-off of the debts, there was no such a special agreement between the two parties in this regard. Therefore, it was a form of statutory set-off.(b)In accordance with Article 99 of the Contract Law, the conditions for statutory set-off when Appliance Co was claiming theright of offset include: both Appliance Co and Department Store owed the opposite party some amount of monetary debts;the debts have become due; the nature of the debts is identical, Appliance Co has issued a notice to Department Store; there is no statutory prohibition of such set-off. Hence, Appliance Co was entitled to claim the set-off of credits and debts with Department Store.10This question requires candidates to determine the legality of the resolutions adopted by the board of directors for approval by the general shareholders’ meeting under the Company Law of China.(a)The resolution of the board of directors on the distribution of dividends was not in conformity with law.According to Article 167 of the Company Law, when a company distributes the annual after-tax profits, it shall allocate 10% of its profits to its statutory common reserve fund. After a company makes up its losses and makes allocations to the statutory common reserve fund, a limited liability company or a joint stock company may distribute the remaining after-tax profits to its shareholders according to the provisions of this Law or the articles of association.In this case Stationary Company intended to distribute all its after-tax profit, failing to allocate 10% of the profits to its statutory common reserve fund, and failing to make up its previous loss. Therefore, the resolution was not in conformity with the provisions of the Company Law.(b)The resolution of the board of directors on placing the shares as a pledge for a loan was not in conformity with law. Inaccordance with the relevant provisions of the Company Law, shares are the certificates of right held by shareholders when they make their capital contributions to the company according to the articles of association. The company cannot be a holder of the shares it issued and cannot dispose of the shares of its shareholders through a resolution, no matter if there is a resolution of the board of directors or a resolution of the general shareholders’ meeting. Therefore, any company is not allowed to place the shares of its shareholders as a pledge for a loan agreement by a resolution of the general shareholders’ meeting.Fundamentals Level –Skills Module, Paper F4 (CHN)Corporate and Business Law (China) December 2011 Marking Scheme 18–10 A thorough answer which explains the roles of judicial interpretations made by the Supreme People’s Court, and state correctly any one of the rules on the validity of a contract in the judicial interpretations on the Contract Law.6–7An answer which explains several points in part (a) and states correctly any one of the rules on the validity of a contract in the judicial interpretations on the Contract Law.3–5An answer which explains most of the points in part (a), but fails to state the judicial interpretation on the validity of a contract. As an alternative, the answer which explains one or two points in part (a) and states a little in relation to thevalidity of a contract in the judicial interpretation.0–2An answer which does not explain or explains only one point in part (a), but fails to state any one of the provisions in relation to the validity of a contract in the judicial interpretation.28–10 A thorough answer that explains the term ‘the right to use the land for construction’, and states correctly the forms to establish such a right and various forms of disposal of the right to use the land for construction under the Property Law.6–7An answer that explains the term the right to use the land for construction in part (a), and states some contents both in part (b) and (c), or states any one of the part (b) or part (c). As an alternative, the answer explains and states part of thecontents as required, but omitted some other points.3–5An answer that explains the term in (a) or states any one in part (b) or (c), and gives little points to other parts. As an alternative, the answer gives some, not completed, points in part (a), (b) and (c).0–2An answer that does not explain or explain only one point in part (a), and fails to state any points in part (b) and (c) with respect to the forms to establish the right to use the land for construction and the forms of disposals of such a right.38–10 A thorough answer that explains the circumstances under which a labour contract is concluded that would make a labour contract invalid in part (a) and the various provisions that would be regarded as invalid in part (b), and states the provisionswith respect to liquidated damages for breach of contract by an employee that may be incorporated into a labour contractin part (c). Any responses given to part (a) or (b) but that should be relevant to part (b) or (a) are acceptable.6–7An answer that states some circumstances under which a labour contract is concluded that would make it invalid and any one of the provisions that would be regarded as invalid in part (b), and any one of the circumstances under which aprovision with respect to liquidated damages that may be incorporated in a labour contract in part (c).3–5An answer that explains limited points as to the circumstances under which a labour contract is concluded that would make it invalid in part (a) and states any one of the provisions that would be regarded as invalid in part (b), and stateslimited points in the circumstances with respect to liquidated damages that may be incorporated in a labour contract inpart (c). As an alternative, the answer gives the completed or most of points to any one of part (a) or (b) or (c).0–2An answer that fails to state any points in part (a), (b) and (c), or states only very limited points.48–10 A thorough answer that explains the term ‘liquidated damages’ and its nature, and states correctly the rules relating to the award of liquidated damages in part (b) and the rule relating to the award of liquidated damages for delay in performingin part (c).6–7An answer that explains the term liquidated damages and its nature, and states some points with respect to the rules relating to the award of liquidated damages in part (b) or (c). As an alternative, the answer explains the term liquidateddamages or its nature, and states some points with respect to the rules relating to the award of liquidated damages in part(b) and part (c).3–5An answer that explains the term liquidated damages or its nature, and states very limited points with respect to the rules relating to the award of liquidated damages. As an alternative, the answer fails to explain the term and the nature ofliquidated damages, but states some points with respect to the rules relating to the award of liquidated damages in part(b) and (c).0–2An answer that fails to explain the term liquidated damages and its nature in part (a), and fails to state any points in part(b) and (c), or states only very limited points in part (a) or (b) or (c).58–10 A thorough answer that states the special circumstances under which a joint stock company may purchase its own shares, and the reasons why the law restricts the company to purchase its own shares.6–7An answer that states some circumstances under which a joint stock company may purchase its own shares, and limited points as to the reasons why the law restricts the company to purchase its own shares.3–5An answer that states limited points as to the circumstances under which a joint stock company may purchase its own shares, and no or limited points in part (b).0–2An answer that fails to state any points in part (b) and (c), or states only very limited points in part (a) or (b).68–10 A thorough answer that states the rules on the circumstances to declare the creditor’s right, and the rules concerning the joint and several creditors/debtors during the course of declaration of creditor’s right.6–7An answer that states the rules on the circumstances to declare the creditor’s right, and some points of the rules concerning the joint and several creditors/debtors during the course of declaration of creditor’s right.3–5An answer that states limited points on the rules on the circumstances to declare the creditor’s right and limited or no points of the rules concerning the joint and several credits during the course of declaration of creditor’s right in part (b).0–2An answer that fails to state any points in part (b) and (c), or states only very limited points in part (a) or (b).78–10 A thorough answer that states the relevant personnel of a listed stock company who are responsible for the truthfulness, accuracy and completeness of information disclosed in its regular reports, and the liabilities for wrong doings with respectto the disclosure of the material information in violation of law by the company and the above-mentioned personnel.6–7An answer that states the relevant personnel who are responsible for the information disclosed in its regular reports, and some points of the liabilities for wrong doings with respect to the disclosure of information in violation of law by thecompany and the above-mentioned personnel in part (b).3–5An answer that states limited points as to the personnel who are responsible for information disclosed in its regular reports, and limited points of the liabilities for wrong doings with respect to the disclosure of information in violation of law by thecompany and the above-mentioned personnel in part (b). As an alternative, the answer fails to state any points in part (a)but states some points in part (b).0–2An answer that fails to state any points in part (b) and (c), or states only very limited points in part (a) or (b).88–10An answer which states the rule as to the passing of ownership for the car and the effect of the agreement, and states correctly the legitimate owner of the car as well as liability of the repair shop for the damaged car if the fire was causedby the defect of the air conditioner.6–7An answer that states correctly the rule as to the passing of ownership for the car and the effect of the agreement, but fails to make a correct determination on the owner of the car or the liability of the repair shop for the damaged car. As analternative, the answer deals with all the three parts, but fails to give any reasons to support the conclusions.3–5An answer that only deals with any one part of the three parts, but fails to deal with other two parts. As an alternative, the answer gives a correct conclusion in part (b) or part (c), and states very limited points in part (a).0–2An answer that fails to state any points in three parts, or states only very limited points in three parts.98–10An answer that states correctly the nature of set-off presented by Appliance Co, and all or most of the conditions to be met for Appliance Co to claim the set-off of credits and debts against Department Store.6–7An answer that states correctly the nature of set-off presented by Appliance Co, and some of the conditions to be met for Appliance Co to claim set-off. As an alternative, the answer fails to state the nature of set-off, and most of the conditionsto be met for Appliance Co to claim set-off.3–5An answer that states the nature of set-off correctly, and limited points as to the conditions to be met for Appliance Co to claim set-off. As an alternative, the answer fails to state the nature of set-off presented by Appliance Co, but states somepoints as to the conditions to be met for Appliance Co to claim set-off.0–2An answer that fails to state any points in part (a) and (b), or states only very limited points in part (a) or (b).108–10An answer that gives the correct determinations on the two resolutions as adopted by the board of directors with respect to the distribution of dividends and the placing of all the shares of the shareholders as a pledge for a loan and givesadequate reasons.6–7An answer that gives the correct conclusions on the two resolutions by the board of directors, but fails to give reasons to support the answer. As an alternative, the answer gives any one of the conclusions in part (a) or part (b) with reasons,and gives a conclusion in another part but without any reasons.3–5An answer that gives a correct conclusion in part (a) or part (b) with full or some reasons to support the conclusion, but fails to give any answer to another part.0–2An answer that fails to state any points in part (a) and (b), or states only very limited points in part (a) or (b).。
12月ACCA考试F4习题及答案
12月ACCA考试F4习题及答案2016年12月ACCA考试F4精选习题及答案第一部分语法及词汇练习1. John regretted __ to the meeting last week.A not goingB not to goC not having been goingD not to be going2. We regret to inform you that the materials you ordered are __.A out of workB out of stockC out of reachD out of practice3. They __ in spite of the extremely difficult conditions.A carried outB carried offC carried onD carried forward4. Mrs. Brown is supposed __ for Italy last week.A to have leftB to be leavingC to leaveD to have been left5. He’s watching TV? He’s __ to be cleaning his room.A knownB consideredC regardedD supposed6. My camera can be __ to take pictures in cloudy or sunny conditions.A treatedB adjustedC adoptedD remedied7. A new technique __, the yields as a whole increased by 20 percent.A working outB having worked outC having been worked outD to have been worded out8. Between 1974 and 1997, the number of overseas visitors expanded __ 27%.A byB forC toD in9. Children who are over-protected by their parents may become __.A hurtB damagedC spoiledD harmed10. When Mr. Jones gets old, he will __ over his business tohis son.A takeB handC thinkD get11. We had a party last month, and it was a lot of fun, so let’s have __ one this month.A anotherB moreC the otherD other12. No agreement was reached in the discussion as neither side would give way to __.A the otherB any otherC anotherD other13. It was difficult to guess what her __ to the news would be.A impressionB reactionC commentD opinion14. I decided to go to the library as soon as I __.A finish what I didB finished what I didC would finish what I was doingD finished what I was doing15. We are interested in the weather because it __ us so directly what we wear, what we do, and even how we feel.A benefitsB affectsC guidesD effects16. Will all those __ the proposal raise their hands?A in relation toB in contrast toC in excess ofD in favor of17. Children are very curious __.A at heartB in personC on purposeD by nature18. The match was cancelled because most of the members __ a match without a standard court.A objected to havingB were objected to haveC objected to haveD were objected to having19. The man in the corner confessed to __ a lie to the manager of the company.A have toldB having toldC being toldD be told第二部分定语从句长难句成分分析及翻译练习5. Television, it is often said, keeps one informed about current events, allow one to follow the latest developments inscience and politics, and offers an endless series of programs which are both instructive and entertaining.人们常说, 通过电视可以了解时事, 掌握科学和政治的最新动态。
2014年12月ACCA考试F4(Corporate and business law)样卷
2014年12月ACCA考试F4（Corporate and business law）样卷本文由高顿ACCA整理发布，转载请注明出处ACCA考试F4 Corporate and business law （公司法和商法）在2014年12月份的考试开始，会有一个很大的考试形式的变革，相信学员们已经有所了解了。
为了让大家高效复习，高顿网校小编为大家分享ACCA官方网站刊登的部分样题。
F4从10道简答题变为了45道选择题和5道简答题，时间也缩短了1个小时的时间，这就需要有想报名参加12月份考试的同学提前准备。
In the context of the English legal system, which of the following courts ONLY has civil jurisdiction?A Magistrates' courtB County courtC High Court (1 mark)在考试中，前面几道选择题会相对来说比较基础，考核学员们的是框架性的知识，比如上面这道题就闻到了在英国司法体系中，只有民事管辖权的法庭是哪一下。
这里要注意的一共有两点，第一点就是民事管辖权，第二点就是题目中提到的”ONLY”这个词。
这里也算是一考官为学员们做了一个提示，说明在选项中，可能会涉及到某个法庭不仅有民事管辖权还会有刑事管辖权。
第一项治安法庭，基本没有司法能力，但是是在刑事体系中存在的；第二项地方法院是正确的选择；最后一项是高等法院，它不仅有民事管辖权还有刑事管辖权，所以不符合题目的要求。
这样简单的题目学员们一定要注意，比起之前的简答题来说，这样的题目考察的范围更为狭窄，要求的指示精度更为准确，所以，一定要引起注意。
Ho subscribed for some partly paid-up shares in Io Ltd. The company has not been successful and Ho has been told that when Io Ltd is liquidated, he will have to pay the amount remaining unpaid on his shares. However, he is not sure to whom such payment should be made.In limited liability companies, shareholders are liable to which party for any unpaid capital?A CreditorsB The directorsC The companyD The liquidator (2 marks)本题就相对于来说会复杂一些，因为会搭上一些背景，是题目更为贴近现实。
9月ACCA考试F4科目突击模拟题(1)
9月ACCA考试F4科目突击模拟题（1）Fundamentals Level -Skills Module， Paper F4 (GLO)Corporate and Business Law (Global) June 2009 AnswersIn relation to aspect of business law the default law and cases refer to the United Kingdom， however relevant law from other jurisdictions will be credited where appropriate.1 This question requires candidates to explain the way in which the doctrine of precedent operates within two of three legal systems，although it is recognised that the doctrine is essentially an aspect of Common Law systems.(a) Precedent in the English Common LawThe doctrine of binding precedent， or stare decisis， lies at the heart of the English legal system. The doctrine refers to the fact that within the hierarchical structure of the English courts， a decision of a higher court will be binding on a court lower than it in that hierarchy. When judges try cases they will check to see if a similar situation has come before a court previously. If the precedent was set by a court of equal or higher status to the court deciding the new case then the judge in the present case should normally follow the rule of law established in the earlier case.It is important to establish that it is not the actual decision in a case that sets the precedent; that is set by the rule of law on which the decision is founded. This rule， which is an abstraction from the facts of the case， is known as the ratio decidendi of the case.Any statement of law that is not an essential part of the ratio decidendi is， strictly speaking， superfluous; and any such statement is referred to as obiter dictum， i.e. said by the way. Although obiter dicta statements do not form part of the binding precedent they are persuasive authority and can be taken into consideration in later cases.There are numerous perceived advantages of the doctrine of stare decisis; amongst which are：(i) Time saving. This refers to the fact that it saves the time of the judiciary， lawyers and their clients for the reason that cases do not have to be re-argued. In respect of potential litigants it saves them money in court expenses because they can apply to theirsolicitor/barrister for guidance as to how their particular case is likely to be decided in the light of previous cases on the same or similar points.(ii) Certainty. Once the legal rule has been established in one case，individuals can act with regard to that rule relatively secure in the knowledge that it will not be changed by some later court.(iii) Flexibility. This refers to the fact that the various mechanisms by means of which the judges can manipulate the common law provides them with an opportunity to develop law in particular areas without waiting for Parliament to enact legislation.The main mechanisms through which judges alter or avoid precedents are：(i) Overruling， which is the procedure whereby a court higher up in the hierarchy sets aside a legal ruling established in a previous case.(ii) Distinguishing， on the other hand， occurs when a later court regards the facts of the case before it as significantly different from the facts of a cited precedent. Consequently it will not be bound to follow that precedent. Judges use the device of distinguishing where， for some reason， they are unwilling to follow a particular precedent.。
12月ACCA考试F4练习题及答案
12月ACCA考试F4练习题及答案Additional information:In January 2009 Company A received the donation of a machine.The value added tax(VAT) invoice for the machine showed that it had cost RMB 150,000 plus VAT of RMB 20,000.No entry in respect of the donation of this machine has been recorded in the accounting system of Company A.Required:(i)Briefly explain the enterprise income tax(EIT) treatment of:-the donated machine;and-each of the items listed in Notes 1 to 3.(15 marks)(ii)Calculate the correct amount of taxable profits and the enterprise income tax(EIT) payable by Company A for the year 2009.(7 marks)(b)Company B is a resident enterprise,which was incorporated in the year 1990.The table below shows the taxable profits of Company B,as agreed by the tax bureau,for the years 2002 to 2009 inclusive.Year 2002 2003 2004 2005 2006 2007 2008 2009Taxable profits (in RMB) (900,000) 100,000 (300,000) 100,000 100,000 200,000 (100,000) 850,000Required:(i)Briefly explain the tax treatment of losses,including the period for the offset of losses;(2 marks)(ii)State,giving reasons,how much enterprise income tax(EIT)will be payable by Company B for each of the years 2008 and 2009.(4 marks)(c)Define the term'resident enterprise'for the purposes of enterprise income tax(EIT)and state the differences in the scope of the assessment of EIT for resident and non-resident enterprises.(7 marks)(35 marks)2(a)Mr Zhang,a Chinese citizen,is a University professor.He had the following income for the month of January 2009:(1)Monthly employment income of RMB 18,000 and a bonus for the year 2008 of RMB 12,000.(2)Income of RMB 18,000 for publishing a book on 6 January 2009.One of the chapters of the book was published in a magazine as a four-day series commencing on 19 January 2009 for which Mr Zhang received income of RMB 1,000 per day.(3)A net gain of RMB 12,000 from trading in the A-shares market.(4)Income of RMB 4,800 for giving four separate seminars for Enterprise X.(5)A translation fee of RMB 5,200 from a media publisher.(6)Received RMB 300,000 from the sale of the property(50 square metres)that he had lived in for six years.Mr Zhang had acquired the property for RMB 180,000.(7)Gross interest income of RMB 6,000 from a bank deposit.(8)Received RMB 11,000 as insurance compensation.Required:Calculate the individual income tax(IIT)payable(if any)by Mr Zhang on each of his items of income for the month of January2009,clearly identifying any item which is tax exempt.(10 marks)(b)Mr Smith,who is a UK national,is employed by a UK construction company to work in Shanghai on a project that will last for a period of 18 consecutive months.Required:(i)State,giving reasons,whether Mr Smith will be a resident taxpayer or a non-resident taxpayer in the PRC and the scope of his individual income tax(IIT)assessment;(2 marks)(ii)List any THREE fringe benefits that can be provided to Mr Smith that will not be subject to individual income tax(IIT)in China;(3 marks)(iii)Briefly explain the requirements for the reporting and payment of the individual income tax(IIT)due for Mr Smith if he is paid RMB 30,000 per month.(5 marks)。
2016年12月ACCA考试F4练习题及答案
2016 年12 月ACCA 考试F4 练习题及答案Additional information:In January 2009 Company A received the donation of a machine.The value added tax(VAT) invoice for the machine showed that it had cost RMB 150,000 plus VAT of RMB 20,000.No entry in respect of the donation of this machine has been recorded in the accounting system of Company A.Required:(i)Briefly explain the enterprise income tax(EIT) treatment of:-the donated machine;and-each of the items listed in Notes 1 to 3.(15 marks)(ii)Calculate the correct amount of taxable profits and the enterprise income tax(EIT) payable by Company A for the year 2009.(7 marks)(b)Company B is a resident enterprise,which was incorporated in the year 1990.The table below shows the taxable profits of Company B,as agreed by the tax bureau,for the years 2002 to 2009 inclusive.Year 2002 2003 2004 2005 2006 2007 2008 2009Taxable profits (in RMB) (900,000) 100,000 (300,000) 100,000 100,000 200,000 (100,000) 850,000Required:(i)Briefly explain the tax treatment of losses,including the period for the offset of losses;(2 marks)(ii)State,giving reasons,how much enterprise income tax(EIT)will be payable by Company B for each of the years 2008 and 2009.(4 marks)(c)Define the term'resident enterprise'for the purposes of enterprise income tax(EIT)and state the differences in the scope of the。
12月ACCA考试F4考前练习题附答案
12月ACCA考试F4考前练习题附答案第一部分语法及词汇练习北冥有鱼，其名为鲲。
鲲之大，不知其几千里也;化而为鸟，其名为鹏。
鹏之背，不知其几千里也;怒而飞，其翼若垂天之云。
鹏之徙于南冥也，水击三千里，抟扶摇而上者九万里……——《庄子•内篇•逍遥游》41. I can’t understand how you ________ these unpleasant surroundings.A) put out B) put down C) put up with D) put forward(C)42. ________ you decide to take up you should try to make it a success.A) Whatever B) Unless C) Whenever D) If only(A)43. If Harry did not attend the conference last night, he________ too much work to do.A) must have had B) must have C) had had D) had to have had(A)44. John often attends public lectures at the University of Oxford, chiefly ________ his English.A) to improve B) improving C) to have improved D) improved(A)45. It was suggested at the meeting that effective measures________ to solve the problem.A) were taken B) be taken C) must be taken D) take(B)46. I am ________ of your stupid conversation.A) annoyed B) worried C) angry D) tired(D)47. They are building the dam in ________ with another firm.A) comparison B) association C) touch D) tune(B)48. Most parents encourage their children to take an active part in social events, ________ those events do not interfere with their studies.A) lest B) though C) unless D) provided(D)49. Orlando, a city in Florida, ________ for its main attraction, Magic Kingdom.A) which is well known B) is well known C) well known D) being well known(B)50. He is ________ a writer as a reporter.A) more B) rather C) not so much D) not much(C)51. Jim is sorry ________ so impolite to your guest last Saturday.A) to be B) having been C) being D) to have been(D)52. I suppose that when I come back in ten years’ time allthese old houses ________ down.A) will have been pulled B) will have pulled C) will be pulling D) will be pulled(A)53. To be sure, some insects can build complex societies________ different types of individuals performing different tasks.A) taken from B) made of C) composed of D) developed from(C)54. The students will put off the outing until next week,________ they won’t be so busy.A) when B) as C) since D) while(A)55. I have not found my book yet; in fact, I am not sure________ I could have done with it.A) whether B) why C) what D) when(C)56. If you do not fasten your safety belt, your chances of being ________ will be greater.A) beaten B) hurt C) damaged D) stricken(B)57. “ ________” for many years, the writer suddenly became famous.A) Having ignored him B) To be ignored C) To have been ignored D) Having been ignored(D)58. This bird’s large wings ________ it to fly very fast.A) able B) enable C) unsure D) cause(B)59. The picture exhibition bored me to death. I wish I ________ to it.A) have not gone B) did not go C) had not gone D) should not have gone(C)60. I don’t swim not, but I ________ when I was a kid.A) used to it B) used to doing it C) used to D) used to do(C)61. I found my daughter sitting in the kitchen, crying ________.A) strongly B) bitterly C) heavily D) deeply(B)62. You are ge tting too old for football. You’d better ________ tennis instead.A) take in B) take up C) take for D) take over(B)63. When the two young people were married, the ceremony was anything ________ up to data.A) but B) beside C) except D) apart from(A)64. He didn’t mention anything about the party, ________ the date.A) either even B) even nor C) even neither D) not even(D)第二部分非谓语动词难点讲解独立主格与非谓语动词：独立主格独立主格的结构一：名词(代词)+ 分词 [现在分词、过去分词]Silver is the best conductor of electricity, copper __ it closely.A followedB followingC to followD being followedAll things __, the planned trip will have to be called off.A consideredB be consideredC consideringD having considered独立主格的结构2：with + 名词(代词)+ 分词 [句子当中作状语]After the Arab states won independence, great emphasis was laid on expanding education, with girls as well as boys __ to go to school.A to be encouragedB been encouragedC being encouragedD be encouraged非谓语动词非谓语动词的结构：分词(分词短语)句子的'主语决定非谓语动词中的分词是用主动还是被动形式。
ACCA F4 (Eng) Part A 1
ACCA F4 (Eng) Part A 1本文由高顿ACCA整理发布，转载请注明出处1.什么是法律引用来自Business Law 5th，David Kelly，Ann Holmes and Ruth Hayward的标准，法律就是为了达到社会控制的一种正规机制或技巧。
因为法律提供了一种处理和解决纠纷的模式和框架，所以在一定程度上保证了社会能在预先确定的轨道上前行。
但是同时存在的还有伦理标准和道德指引。
因为社会在不断前进，所以由此而产生的某些标准能更好的适应社会的现状，从而带来更好的处理方法和更人性化的结果。
2.法律的分类①习惯法和衡平法习惯法是在英国法律体系中出现的最早的一种法律形式，主要是依靠长年累月的审理案例的数量堆积而成的。
但是在习惯法中也存在一系列的问题，比如对于案件的解决方案就是一个比较突出的讨论点。
在习惯法中，赔偿的方法只是能用钱解决问题，但是当原告并不缺钱的时候，就不能达成一致了。
当诸如此类的案件累计到一定程度的时候，衡平法就应运而生了。
衡平法主要就是针对习惯法中不那么尽如人意的地方进行了修补，起到了补丁的作用。
比如习惯法中的补偿方法，在衡平法下，就可以更人性化的被应用。
②私法和公法在F4的学习中，学员们主要是还是会学习到的是有关私法的内容，比如公司和公司之间，个人和个人之间以及组织或者企业之间的事件。
公法一般都是和国家有关的事件，比如在触犯到刑法的时候，就属于公法的范畴。
③刑法和民法在英国司法体系中，刑法和民法的区别占据了极为核心的位置。
因为刑法中，原告一般会是国家，这样在举证程度上就要远远高于一般的怀疑程度，即达到高于证据确凿的程度，这样才能使后续的监禁和罚款进行的理所应当。
民法则是解决人与人之间的法律，这里的人可能是自然人也可能是法人。
但是学员们一定要清楚，在民法的范畴中，不存在处罚的概念，只能是赔偿或者补偿。
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acca所有考试科目一模拟试题及答案
acca所有考试科目一模拟试题及答案科目：财务会计（F3）题目一：单项选择题1. 在准备财务报表时，以下哪一项不是必须遵循的原则？A. 历史成本原则B. 权责发生制原则C. 持续经营原则D. 现金流量原则答案： D. 现金流量原则题目二：计算题假设一家公司在2023年1月1日购买了一台设备，成本为$50,000，预计使用年限为5年，残值为$5,000。
请计算该公司在2023年的折旧费用。
答案：使用直线折旧法计算折旧费用：\[ \text{年折旧费用} = \frac{\text{成本} - \text{残值}}{\text{使用年限}} \]\[ \text{年折旧费用} = \frac{50,000 - 5,000}{5} = 9,000 \]科目：管理会计（F2）题目一：简答题简述标准成本和实际成本的区别。
答案：标准成本是指在理想条件下，根据预定的生产效率和成本结构计算出的成本。
实际成本则是在实际生产过程中产生的成本。
两者的主要区别在于，标准成本用于预算和控制，而实际成本用于衡量和评估实际生产过程中的成本表现。
科目：税务（F6）题目一：案例分析题某公司在2023年的总收入为$200,000，允许的税前扣除项为$50,000。
请计算该公司的应纳税所得额。
答案：\[ \text{应纳税所得额} = \text{总收入} - \text{税前扣除项} \] \[ \text{应纳税所得额} = 200,000 - 50,000 = 150,000 \]结束语：以上模拟试题及答案仅供参考，实际考试内容和难度可能会有所不同。
考生应以ACCA官方发布的考试大纲和学习材料为依据，进行系统的学习和复习。
希望所有考生都能在ACCA考试中取得优异的成绩。
acca设计考试科目一模拟试题及答案
acca设计考试科目一模拟试题及答案ACCA设计考试科目一模拟试题及答案一、选择题（每题1分，共20分）1. 根据ACCA准则，以下哪项不是会计信息质量要求？A. 可靠性B. 相关性C. 及时性D. 可比性答案：C2. 在财务报表中，以下哪项属于非流动资产？A. 存货B. 应收账款C. 固定资产D. 现金及现金等价物答案：C3. 以下哪项不是财务报表的组成部分？A. 资产负债表B. 利润表C. 现金流量表D. 预算表答案：D4. 根据权责发生制原则，以下哪项交易应该在发生时确认？A. 收到现金B. 销售商品C. 支付工资D. 收到发票答案：B5. 以下哪项不是财务报表分析的目的？A. 评估企业的盈利能力B. 评估企业的流动性C. 评估企业的市场价值D. 评估企业的长期偿债能力答案：C...（此处省略其他选择题）二、简答题（每题5分，共30分）1. 解释什么是会计政策，并给出两个例子。
答案：会计政策是指企业在编制财务报表时所采用的具体会计原则和方法。
例如，存货的计价方法（先进先出或加权平均法）和固定资产的折旧方法（直线法或双倍余额递减法）。
2. 什么是现金流量表？它在财务分析中的作用是什么？答案：现金流量表是一份记录企业在一定时期内现金和现金等价物流入和流出情况的财务报表。
它的作用在于帮助分析者了解企业的现金流动性、偿债能力和财务健康状况。
...（此处省略其他简答题）三、计算题（每题10分，共30分）1. 假设某公司本年度的营业收入为500,000元，营业成本为300,000元，销售和管理费用为100,000元，利息费用为20,000元，税收为50,000元。
请计算该公司的净利润。
答案：净利润 = 营业收入 - 营业成本 - 销售和管理费用 - 利息费用 - 税收 = 500,000 - 300,000 - 100,000 - 20,000 - 50,000 = 30,000元。
2. 如果上述公司有100,000元的应收账款和50,000元的存货，计算其流动资产总额。
ACCA F4补充资料 Part I
Supplementary MaterialsSection IPresumptions of statutory interpretation1) A statute does not alter the existing common law. If a statute is capable of twointerpretations, one involving alteration of the common law and the other one not, the latter interpretation is to be preferred.2)If a statute deprives a person of his property, he is to be compensated for its value.3) A statute is not intended to deprive a person of his liberty. If it does so, clear wordsmust be used. This is relevant in legislation covering, for example, mental health.4) A statute does not have retrospective effect to a date earlier than its becoming law.5) A statute does not bind the Crown.6) A statute generally has effect only in the UK.7) A statute cannot impose criminal liability without proof of guilty intention, exceptstrict liability, say for dangerous driving under the Road Traffic Act.8) A statute does not repeal other statutes.Other assistance in statutory interpretation: intrinsic aid and extrinsic aid:1) Intrinsic aids: Intrinsic aids to statutory interpretation consist of the following: •The long title of an Act, which may give guidance as to the Act's general objective.•The preamble of an Act often directs the judge as to its intentions and objects. •Interpretation sections to Acts. Particularly long, complicated and wide-ranging Acts often contain self-explanations.•Side notes. Statutes often have summary notes in the margin.2）Extrinsic aids. Extrinsic aids include the following:•Reports of the Law Commission, Royal Commissions, the Law Reform Committee and other official committees.Hansard, the official journal of UK Parliamentary debates.Stages that a Bill passes through before becoming legislation/ Parliamentary procedure:Stage 1 First reading. Publication and introduction into the agenda. No debate. Stage 2 Second reading. Debate on the general merits of the Bill. No amendments at this stage.Stage 3 Committee stage. The Bill is examined by a Standing Committee of about 20 members, representing the main parties and including some members at least who specialise in the relevant subject.Stage 4 Report stage. The Bill as amended in committee is reported to the full House for approval.Stage 5 Third reading. This is the final approval stage.。
ACCA考试F4真题答案
AnswersFundamentals Level – Skills Module, Paper F4 (ENG)Corporate and Business Law (English) June 2012 Answers1 (a) The doctrine of binding precedent is one of the central principles of the English legal system. The doctrine refers to the factthat, within the hierarchical structure of the English courts, a decision of a higher court will be binding on a court lower thanit in that hierarchy. In general terms, this means that when judges try cases, they will check to see if a similar situation hascome before a court previously. If the precedent was set by a court of equal or higher status to the court deciding the newcase, then the judge in the present case should follow the rule of law established in the earlier case. Where the precedent isfrom a lower court in the hierarchy, the judge in the new case may not follow but will certainly consider it. The Hierarchy of the courtsThe Supreme Court (previously the House of Lords) stands at the summit of the English court structure and its decisions arebinding on all courts below it in the hierarchy. As regards its own previous decisions, up until 1966 the House of Lordsregarded itself as bound by its previous decisions. In a Practice Statement ([1966] 3 All ER 77) of that year, however, LordGardiner indicated that the House of Lords would in future regard itself as free to depart from its previous decisions where itappeared right to do so. There have been a number of cases in which the House of Lords has overruled or amended its ownearlier decisions (e.g. Conway v Rimmer (1968); Herrington v British Rail Board (1972); Miliangos v George Frank (Textiles)Ltd (1976); R v Shivpuri (1986)) but this is not a discretion that the Supreme Court will exercise lightly. It has to berecognised that in the wider context the Supreme Court is subject to decisions of the European Court of Justice in terms ofEuropean Community law, and, with the implementation of the Human Rights Act 1998, the decisions of the European Courtof Justice in matters relating to human rights.In civil cases the Court of Appeal is generally bound by previous decisions of the Supreme Court and its own previousdecisions. There are, however, a number of exceptions to this general rule. These exceptions arise where:(i) there is a conflict between two previous decisions of the Court of Appeal.(ii) a previous decision of the Court of Appeal has been overruled by the Supreme Court. The Court of Appeal can ignore aprevious decision of its own which is inconsistent with European Community law or with a later decisionof the EuropeanCourt.(iii) the previous decision was given per incuriam, i.e. in ignorance of some authority that would have led to a differentconclusion (Young v Bristol Aeroplane Co Ltd (1944)).Courts in the criminal division, however, are not bound to follow their own previous decisions which they subsequentlyconsider to have been based on either a misunderstanding or a misapplication of the law.The Divisional Courts of the High Court are bound by the doctrine of stare decisis in the normal way and must follow decisionsof the Supreme Court and the Court of Appeal. They are also normally bound by their own previous decisions, although incivil cases it may make use of the exceptions open to the Court of Appeal in Young v Bristol Aeroplane Co Ltd, and in criminalappeal cases the Queen’s Bench Divisional Court may refuse to follow its own earlier decisions where it feels the earlierdecision to have been incorrectly made.The High Court is bound by the decisions of superior courts. Decisions by individual High Court Judges are binding on courtsinferior in the hierarchy, but such decisions are not binding on other High Court Judges although they are of strong persuasiveauthority and tend to be followed in practice.Crown courts cannot create precedent and their decisions can never amount to more than persuasive authority. County courtsand magistrates’ courts do not create precedents.(b) Binding precedentIf a precedent was set by a court of equal or higher status to the court deciding the new case, then the judge in the presentcase should normally follow the rule of law established in the earlier case.Persuasive precedentFrom the foregoing it can be seen that courts higher in the hierarchy are not bound to follow the reasoning of courts at a lowerlevel in that hierarchy. However, the higher courts will consider, and indeed may adopt, the reasoning of the lower court. Asa consequence of the fact that the higher court is at liberty not to follow the reasoning in the lower court such decisions aresaid to be of persuasive rather than binding authority. It should also be borne in mind that English courts are in no way boundto follow the reasoning of courts in different jurisdictions, and it should be remembered that for this purpose Scotland qualifiesas having its own legal system. However, where a court from another jurisdiction has considered a point of law thatsubsequently arises in an English case, the English courts will review the reasoning of the foreign courts and may follow theirreasoning if they find it sufficiently persuasive.72 (a) Invitation to treatInvitations to treat are distinct from offers in that rather than being offers to others, they are in fact invitations to others tomake offers. The person to whom the invitation to treat is made becomes the actual offeror, and the maker of the invitationbecomes the offeree. An essential consequence of this distinction is that, in line with the ordinary rules of offer andacceptance, the person extending the invitation to treat is not bound to accept any offers subsequently made to them.The following are examples of common situations involving invitations to treat:(i) the display of goods in a shop window – The classic case in this area is Fisher v Bell (1961) in which a shopkeeperwas prosecuted for offering offensive weapons for sale, by having flick-knives on display in his window. It was held thatthe shopkeeper was not guilty as the display in the shop window was not an offer for sale but only an invitation to treat.(ii) the display of goods on the shelf of a self-service shop – In this instance the exemplary case is Pharmaceutical Societyof Great Britain v Boots Cash Chemists (1953). The defendants were charged with breaking a law which provided thatcertain drugs could only be sold under the supervision of a qualified pharmacist. They had placed the drugs on opendisplay in their self-service store and, although a qualified person was stationed at the cash desk, it was alleged that thecontract of sale had been formed when the customer removed the goods from the shelf. It was held that Boots were notguilty. The display of goods on the shelf was only an invitation to treat. In law, the customer offered to buy the goods atthe cash desk where the pharmacist was stationed.(iii) a public advertisement – Once again this does not amount to an offer. This can be seen from Partridge v Crittenden(1968) in which a person was charged with ‘offering’ a wild bird for sale contrary to Protection of B irds Act 1954, afterhe had placed an advert relating to the sale of such birds in a magazine. It was held that he could not be guilty of offeringthe bird for sale as the advert amounted to no more than an invitation to treat.(iv) a share prospectus – Contrary to common understanding such a document is not an offer. It is merely an invitation totreat, inviting people to make offers to subscribe for shares in a company.(b) A tenderThis form of invitation to treat arises where one party wishes particular work to be done and issues a statement askinginterested parties to submit the terms on which they are willing to carry out the work. In the case of tenders, the person whoinvites the tender is simply making an invitation to treat. The person who submits a tender is the offeror and the other partyis at liberty to accept or reject the offer as they please.The effect of acceptance depends upon the wording of the invitation to tender. If the invitation states that the potentialpurchaser will require to be supplied with a certain quantity of goods, then acceptance of a tender will form a contract andthey will be in breach if they fail to order the stated quantity of goods from the person submitting the tender. If, on the otherhand, the invitation states only that the potential purchaser may require goods, acceptance gives rise only to a standing offer.In this situation there is no compulsion on the purchaser to take any goods, but they must not deal with any other supplier.Each order given forms a separate contract and the supplier must deliver any goods required within the time stated in thetender. The supplier can revoke the standing offer but they must supply any goods already ordered (Great Northern Railwayv Witham (1873)).3 A tort is a wrongful act against an individual which gives rise to a non-contractual civil claim. The claim is usually for damages,although other remedies are available. Liability in tort is usually based on principle of fault, although there are exceptions.Negligence is recognised as the most important of the torts, its aim being to provide compensation for those injured through thefault of some other person. However, an individual is not automatically liable for every negligent act that he or she commits andin order to sustain an action in negligence it must be shown that the party at fault owed a duty of care to the person injured as aresult of their actions. Consequently, the onus is on the claimant to establish that the respondent owed them a duty of care. Eventhen there are defences available for the defendant in a tort action.(a) Although not strictly a defence for negligence, the application of the concept of contributory negligence can be used to reducethe amount of damages awarded in a particular case. It arises where the party making the claim is found to have contributed,through their own fault, to the injury they sustained. The onus is on the defendant to show that the claimant was at fault andcontributed to their own injury. An early example of the principle may be seen in Jones v Livox Quarries (1952) in which aclaimant was found to have contributed to their own injury by showing a lack of care for their own safety by riding on theback of a dumper truck. Another example may be found in Sayers v Harlow (1958) in which the damagesawarded to awoman, who was injured escaping from a public toilet in which she had been trapped due to a defective lock, were reducedas her injuries had been exacerbated by the manner in which she tried to make her escape by climbing out of it.If contributory negligence is demonstrated, then by virtue of the Law Reform (Contributory Negligence) Act 1945, the levelof damages awarded will be reduced in line with and will depend upon the extent to which the claimant’s fault contributedto the injury sustained (in Jayes v IMI (Kynoch) (1985) the award suffered a 100% reduction).(b) Volenti non fit injuria is a Latin tag which essentially translates as ‘no injury can be done to a person who willingly acceptsthe risk’. Of course v ery serious injury can in fact be done to such a person, the point is that, as a result of their consent theylose their right to sue for damages for any injury suffered. Whilst contributory negligence operates to reduce the level ofdamages awarded, consent acts as a complete defence and no damages will be awarded if it is shown to apply.8Consent can be given where the claimant expressly agrees to the risk of injury or it may be implied from the claimant’sconduct. An example of express consent may be seen in relation to medical treatment. In such situations the patient may berequired to sign a consent form which removes the right to complain about what would otherwise amount to the tort of battery.Of course the patient does not consent to the surgeon carrying out any procedure negligently and on the occasion of suchnegligence an action for damages would still arise.The principle of implied consent arose in ICI v Shatwell (1964) in which two brothers employed in a quarry ignored theiremployer’s rules relating to safety, by testing detonators without using the shelter provided. As a result, the claimant wasinjured and sued the employer for breach of statutory duty as a result of his brother’s actions. The court held that both brothershad impliedly consented to the risks by their actions and had participated quite willingly. Consequently the employer was notresponsible to the injured brother.As may be seen, the defence relies upon the claimant’s consent to the risks, which should be distinguished from mereknowledge of it. Thus in Dunn v Hamilton (1939) a passenger accepted a lift in a car driven by a person she knew to bedrunk. When she was injured as a result of the driver’s careless driving it was held that she had not actually consented tothe risk of being injured, even although she knew there was such a risk. Section 149 Road Traffic Act1988 removed thepossibility of consent being used as a defence against car passengers.4 (a) The abbreviation LLP signifies that the business is operating as a limited liability partnership. It is a requirement that thenames of such businesses must end with the words ‘limited liability partnership’ or the abbreviation LLP, in either upper orlower case. Ordinary partnerships do not benefit from any limitation on the liability of the various partners. Consequently theindividual members of a partnership are jointly and severally liable for the debts of the partnership to the full extent of theirpersonal wealth. The Limited Liability Partnerships Act 2000 provided for a new form of business entity, the limited liabilitypartnership (LLP), which, although stated to be a partnership, is actually a corporation, with a distinct legal existence apartfrom its members. Most importantly, however, the new legal entity allows its members to benefit from limited liability, in thatthey will not be liable for more than the amount they have agreed to contribute to its capital.In order to form an LLP, the appropriate form must be registered with the Registrar of Companies. The form must contain:– the signatures of at least two persons who are associated for the purposes of carrying on a lawful business with a viewto profit;– the name of the LLP, which must end with the words ‘Limited Liability Partnership’ or the abbreviation ‘LLP’;–the location of the LLP’s registered office in England and Wales, or in Scotland;– the address of the registered office of the LLP;– the names and addresses of those persons who will be members on the incorporation of the LLP and a statementwhether some or all of them are to be designated members (see below); and– a statement of compliance.On registration of the company, the Registrar will issue a certificate of incorporation.There must be a minimum of two members of the LLP. If the membership should fall below two for a period of six months,then the remaining member will lose their limited liability and will assume personal liability for any liabilities incurred duringthat period that the LLP cannot meet. There is no maximum limit on membership.Within the LLP, designated membership are responsible for ensuring that the LLP conforms with its duty to file its accountswith the Registrar of Companies.In respect of LLPs, the essential filing requirements relate to:– accounts;– annual returns;– changes in membership generally;– changes in designated membership; and– change to the registered office.(b) The use of the abbreviation Ltd indicates that one is dealing with a private limited company. Private limited companies areincorporated enterprises and, as corporations, have an existence completely separate from that of their shareholder members.It is necessary that such companies be given a name and such is a requirement of the memorandum of association, whichis required to establish the company.Section 59 Companies Act (CA) 2006 requires all private limited companies to have the word limited, or its Welsh equivalent,as the last word in their names (there is an exemption under s.60 for non-profit private limited companies of an essentiallycharitable or educational nature).Section 59 also allows the replacement of the full word ‘limited’ by the abbreviation ‘Ltd’, or its Welsh equ ivalent ‘cyf’.The reason for requiring the word limited at the end of the name is to publicise the fact that they are indeed limitedcompanies, the liability of their members being limited to any amount remaining unpaid on the value of the shares held.Hence if shares are fully paid up the shareholders have no further responsibility for the debts of the company.9(c) The use of the abbreviation ‘plc’ indicates that one is dealing with a public limited company. As with private companies, sothe plc is a separate legal entity from its members with its own name. Section 58 Companies Act requires the use of the wordpublic limited company at the end of the company name or else the use of the abbreviation plc. Again there is a Welshalternative ccc. Also, as with the private company, the shareholders in a public limited company enjoy limited liabilitydetermined by any amount remaining outstanding in relation to the shares they hold.The major difference between the public limited company and the private limited company is that it is only the former that isallowed to issue shares to the general public. It is an offence for companies other than public ones to issues shares to thepublic (CA 2006 s.755).Public limited companies tend to be very large and act as a mechanism for investment from outsiders. Many of them arelisted on the Official Listing of the Stock Exchange, although it is important to emphasise that public limited companies arenot necessarily listed on the stock market. As a result of the size and investment nature of public companies they are subjectto much stricter controls, both at common law and under the companies legislation, than are private companies.5 The concept of ‘capital’ refers to the financial resources raised by comp anies to finance their operation. The essential distinction incompany law is between share capital, that is provided by the members of the company, and loan capital, which the companyborrows from outsiders.(a) Ordinary sharesAs defined in Borland’s Tru stees v Steel (1901) a share:‘…is the interest of a shareholder in the company measured by a sum of money, for the purpose of liability in the first place,and of interest in the second…’The nominal value of the shares held represents the maximum liability of a shareholder in a limited liability company.However, the actual liability of a shareholder is the amount remaining unpaid on any shares held. This difference arises inthe following circumstances. When companies issue shares they may not require the full nominal value of the shares to bepaid at once. This allows the company the possibility of raising further capital from its members as it becomes necessary inthe future. The amount already paid to the company is referred to as called-up capital. Any uncalled capital represents theamount of potential liability. If the shares are fully paid up then the shareholder has no further liability towards meeting thecompany’s debts. Purchasers of shares may be required to pay more than the nominal/face value of the shares, but sharescannot be issued at less than that value.In regard to return, shares enjoy an advantage over other securities. If the company is profitable, not only will they enjoydividend payments but the market value of their shares will go up. On the other hand if the company does not do well, theymay well not receive any payment and the value of their shares will diminish.As members of the company, ordinary shareholders are entitled to attend and vote at general meetings. One of their mostimportant rights is to elect and dismiss the directors of the company who are involved in its day-to-day running for the generalbenefit of those members.Ordinary shares usually carry rights of pre-emption, which entitles the holders to have first call on any new shares issued bythe company.Shares in public limited companies are usually freely transferable, but the transfer of shares in private companies may berestricted to existing members.There are also strict rules governing the possibility of a company buying its own shares from its members.(b) Preference shares represent a more secure form of investment than the ordinary share. The reasonfor this is that preferenceshares receive a fixed rate of dividend before any payment is made to the ordinary shareholders and usually they enjoy priorityover ordinary shares with regard to repayment of capital. The actual rights enjoyed by the preference will be stated in thecompany’s articles of association. Preference shareholders cannot insist on recei ving a dividend payment, but as theirdividend rights are usually cumulative, any failure to pay the dividend in one year has to be made good in subsequent years,subject to the company’s profitability. Company law enforces the strict rule that dividends, whether on ordinary or preferenceshares, cannot be paid out of the company’s capital.Although, as with ordinary shares, the holders of preference shares are members of the company, their voting rights arerestricted to any period when their dividends are in arrears.(c) Debentures are documents that acknowledge a company’s borrowing, although the term has been extended to cover the loanitself. As debenture holders lend money to the company they are its creditors, they are not members. As creditors they areentitled to receive interest, whether the company is profitable or not. It may even be necessary to use the company’s capitalto pay the debenture interest. Share dividends on the other hand must never be paid from capital. On liquidation debenturesmust be paid back before shareholders are paid.It is usual for the company to provide security for the amount it has borrowed by issuing debentures. There are two methodsof securing debentures: by means of a fixed charge over a specific item of property, or a floating charge over all of thecompany’s property, some of which may be continuously changing, such as stock-in-trade. The disadvantage of floatingcharges is that they come after fixed charges when it comes to paying a company’s debts.10As non-members, debenture holders have no right to attend or vote at company meetings, although they will be in the positionto exercise more power if the company fails to pay interest on the loans, through exercising powers to secure their debts. Theyhave no right to object to the company making further loans and securing those loans against its assets. The company mayeven provide fixed charges on the subsequent loans, thus reducing the security held by existing floating charge holders, unlessthere is an effective restriction on the company so doing.There is no statutory restriction on debenture holders having debentures redeemed or purchased by the company.6 Under the provisions of the Companies Act (CA) 2006 there are three main types of resolutions:ordinary resolutions, specialresolutions and written resolutions.(a) An ordinary resolutionSection 282 CA 2006 defines an ordinary resolution of the members generally, or a class of members, of a company, as aresolution that is passed by a simple majority.If the resolution is to be voted on a show of hands the majority is determined on the basis of those who vote in person or asduly appointed proxies, as both of these categories are entitled to vote. Where a poll vote is called the majority is determinedin relation to the total voting rights of members who vote in person or by proxy.(b) A special resolutionA special resolution is required for major changes in the company such as the change in name, reduction of share capital orwinding up of the company. A special resolution of the members (or of a class of members) of a company means a resolutionpassed by a majority of not less than 75%, determined in the same way as for an ordinary resolution (CA s.283). If aresolution is proposed as a special resolution, it must be indicated as such, either in the written resolution text or in themeeting notice. Where a resolution is proposed as a special resolution, it can only be passed as such although anything thatmay be done as an ordinary resolution may be passed as a special resolution (s.282(5)). There is no longer a requirementfor 21 days’ notice where a special resolution is to be passed at a meeting.Where a provision of the Companies Act requires a resolution, but does not specify what kind of resolution is required, thedefault position is for an ordinary resolution. However, the company’s articles may require a higher majority, or indeed mayrequire a unanimous vote to pass the resolution. The articles cannot alter the requisite majority where the Companies Actactually state the required majority, so if the Act provides for an ordinary resolution the articles cannot require a highermajority.(c) A written resolutionPrivate limited companies are no longer required to hold meetings and can take decisions by way of written resolutions (s.281CA 2006). The CA 2006 no longer requires unanimity to pass a written resolution. It merely requires the appropriate majorityof total voting rights, a simple majority for an ordinary resolution (s.282(2)) and a 75% majority of the total voting rights fora special resolution (s.283(2)).By virtue of s.288(5) CA 2006 anything which in the case of a private company might be done by resolution in a generalmeeting, or by a meeting of a class of members of the company, may be done by written resolution with only two exceptions:– the removal of a director; and– the removal of an auditor.Both of these procedures still require the calling of a general meeting of shareholders.A written resolution may be proposed by the directors or the members of the private company (s.288 (3)). Under s.291 inthe case of a written resolution proposed by the directors, the company must send or submit a copy of the resolution to everyeligible member. This may be done as follows:– either by sending copies to all eligible members in hard copy form, in electronic form or by means of a website;– by submitting the same copy to each eligible member in turn or different copies to each of a number of eligible membersin turn;– by a mixture of the above processes.The copy of the resolution must be accompanied by a statement informing the members both how to signify agreement tothe resolution and the date by which the resolution must be passed if it is not to lapse (s.291(4)). It is a criminal offence notto comply with the above procedure, although the validity of any resolution passed is not affected.The members of a private company may require the company to circulate a resolution if they control 5% of the voting rights(or a lower percentage if specified in the company’s articles). They can also require a statement of not more than 1,000 wordsto be circulated with the resolution (s.292). However, the members requiring the circulation of the resolution will be requiredto pay any expenses involved, unless the company resolves otherwise.Agreement to a proposed written resolution occurs when the company receives an authenticated document, in either hardcopy form or in electronic form, identifying the resolution and indicating agreement to it. Once submitted, agreement cannotbe revoked.The resolution and accompanying documents must be sent to all members who would be entitled to vote on the circulationdate of the resolution. The company’s auditor should also receive such documentation (s.502 CA 2006).117 (a) Compulsory winding upWinding up, or liquidation, is the process whereby the life of the company is brought to an end. It is a formal and strictlyregulated procedure through which the company’s assets are realised and distributed to its creditors and members. Theprocedure is governed by the Insolvency Act (IA) 1986. A compulsory winding up is a winding up ordered by the court under。
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4 Which of the following is NOT an exception to the rule of privity in contract law? Where an implied trust has been created
5 Which of the following is NOT a feature of a members’ voluntary liquidation? Creation of a liquidation committee Passing of a special resolution Appointment of a liquidator Production of a declaration of solvency
It is not enforceable because UTU Ltd will do no more than its existing contractual duty in building the stage set
It is enforceable because City Theatre Ltd gains a practical benefit from the extra consideration
SECTION A
1 Which of the following would NOT terminate an offer? Acceptance
A counter-offer
Revocation by the offeror
Death of the offeree
2 Which of the following statements about limited liability partnerships is true? At least one general partner must be appointed with unlimited liability for the debts of the firm A written partnership agreement must be registered with the Registrar of Companies A limited liability partnership is a corporate body which has a separate legal personality from its members
3 Which of the following in relation to a government bill is NOT correct? It needs to be passed by the Privy Council
It may be introduced in the House of Lords
6
Within what period of starting work must an employee receive a written statement
坛 of prescribed particulars outlining the main terms of their employment? 友论 One month
15 Which of the following is NOT a statutory duty of a director? To promote the success of the company
To act in the best interests of the board
To exercise independent judgement
众 identical terms via novation
公 The company’s promoter is always immune from liability
信
微 The company may ratify the contract once its incorporation is complete
公 It can be revoked at any time before acceptance
信
微 Revocation must be communicated personally by the offeror
8 Which of the following is the correct order of payment on liquidation? Floating charges, preferential debts, deferred debts, unsecured creditors
repudiate the contract?
友
Warranties Conditions
ACCA考
Innominate terms
：
号
11
Which TWO of the following statements about criminal law are true?
公众 The state normally initiates the action
Where there is a restrictive covenant in relation to land Where an assignment has been made either orally or in writing to a new beneficiary with the consent of the other party Where a person injured in a road accident may sue the driver’s insurance company
17 Maria, a ballerina, was contracted to dance at a series of performances. The terms of
the contract required her to attend rehearsals for a week before the show opened. Due to illness, she missed the first three rehearsals. The show’s producer, Jason,
Floating charges, unsecured creditors, deferred debts, preferential debts
Preferential debts, unsecured creditors, floating charges, deferred debts
Preferential debts, floating charges, unsecured creditors, deferred debts
It is not enforceable because City Theatre Ltd does not gain a practical benefit from the extra consideration
13
What remedies are available to the injured party if a condition of the contract is
坛 broken? 友论 Damages only
ACCA考 Damages and repudiation of the contract
Repudiation only
14
： Which of the following statements about a pre-incorporation contract is true? 号 Following incorporation, the company could enter into a new contract on
Which of the following about the payment of the £5,000 is true, and for what reason?
It is not enforceable because circumstances have put City Theatre Ltd under duress
9 Wesley offered to sell his car to Harold for £700. Harold said he would pay £600. Wesley rejected the £600. Later Harold telephoned to say “I agree with the original price and I’ll transfer the £700 to your bank account”. For each of the following statements, identify whether it is true or false.
16 For each of the following statements regarding the limited liability of a partner for partnership debts, indicate whether it is true or false.
.
True False
Three months Two months
ACCA考
7
： Which of the following statements about revocation of an offer is true? 众号 The postal rule applies to revocation of an offer