2027 COMPLETE ACCURATE TEST QUESTIONS AND
CORRECT DETAILED ANSWERS (100% CORRECT
VERIFIED SOLUTIONS) A NEW UPDATED VERSION
|ALREADY GRADED A+
Unincorporated business definition
Does not have its own legal identity or separate personality — no
legal distinction between the business and its owner(s)
Separate legal personality (characteristics)
Company can own property, enter contracts, and sue or be
sued; has perpetual succession; not the agent of its
shareholders; distinguishes between shareholders
(members) and directors
Shareholders definition
Own shares in the company — sometimes referred to as members
,Directors definition
Have general management powers to run the company on a day-
to-day basis — any person occupying the position of director, by
whatever name called
Shadow director definition (s 251 CA)
A person who, although not properly appointed, exercises a major
influence on the directors —
the directors are accustomed to act in accordance with their
instructions;
counts as director for many CA and IA 1986 provisions
,De facto director definition
Either:
- a director not properly appointed but who performs the role, or
- one who continues after their term expires;
counts as director for many CA and IA 1986 provisions
Limited liability definition
Members' liability to contribute to company debts is limited — by
shares: limited to any amount unpaid on their shares; by guarantee:
limited to the amount promised on winding up
Advantages of incorporation
Separate personality; limited liability; perceived prestige; ability to
grant fixed and floating charges
Disadvantages of incorporation
Expense of formation; onerous ongoing formality and filing
requirements; most information public at Companies House;
corporation tax on income and capital profits
, Companies: tax
Corporation tax on both income profits and capital gains
Private limited company
A company that is not a public company (s 4(1) CA 2006) — may be
limited by shares or guarantee; no minimum capital requirement;
shares cannot be offered to the general public (s 755 CA)
Public limited company
Certificate of incorporation states it is a PLC; may be limited by
shares; minimum capital of £50,000 (ss 761 and 763 CA); shares
must be at least one-quarter paid up (s 586 CA); subject to more
stringent disclosure rules; may apply for shares to be listed on a
recognised investment exchange
Limited Liability Partnership (LLP)
Formed under the Limited Liability Partnerships Act 2000 by sending
form LLIN01 to Companies House — incorporated with separate
personality (s 1(2) LLPA) and members have limited liability (s 1(4)
and (5) LLPA)