2014年ACCA考试F4公司法与商法第十二章总汇5

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

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

2014年ACCA考试F4公司法与商法第二十五章总汇5本文由高顿ACCA整理发布，转载请注明出处5 Redemption/purchase of own shares – procedure available to private companies only (s.171)Introduction5.1 (a) Private companies are permitted to purchase/redeem their own shares without the need to maintain capital provided they have authority in their articles – Table A gives this.(b) As before, a transfer to CRR is required which will use up distributable profits.(c) The transfer need not compensate completely for the net reduction in share capital i.e.: the creditors’ buffer may be reduced. This reduction is known as the Permissible Capital Payment.(d) The practical effect is that a private company with low P&L reserves may purchase/redeem more shares than a public company in the same position.Conditions5.2 (a) Distributable profits must be determined(b) A statutory declaration by directors is also requiredThis specifies the amount of the P.C.P. and states that the directors have made full enquiries into the affairs and prospects of the company and are of the opinion that:?(i) the company will be able to meet its debts immediately after the payment out of capital and(ii) it will continue as a going concern for the next 12 months after the payment and will be able to pay its debts as they fall due.(c) An auditors' report must be attached to the Statutory Declaration:The auditors must state that:(i) They have enquired into the company’s state of affairs.(ii) The amount of the PCP has been correctly determined.(iii) They are not aware of anything to indicate that the directors' opinion is unreasonable.(d) A special resolution is required:(i) Voting is as before (vendors may not vote)(ii) The resolution must be passed within 1 week after the date of the statutory declaration.(iii) The payment out of capital must take place not earlier than 5 weeks and not later than 7 weeks after the date of the special resolution.(e) Publicity for proposed payment out of capital s.175:(i) Notice must be given within 1 week of resolution.(ii) Notice is required in a national newspaper OR written notice to each creditor.(iii) Notice must also be placed in the London Gazette.(f) The statutory declaration and auditors' report:(i) copies must be delivered to the Registrar not later than the date on which notice is first published/given.(ii) they must be available at the registered office during business hours for inspection by any member or creditor during the 5 week period after the date of the special resolution.(iii) they must be available for inspection by members at the meeting to pass the special resolution.(g) Objections by members or creditors s.176:(i) Any member (who did not vote in favour) or creditor may apply to the court within5 weeks of the special resolution for its cancellation.(ii) The company must give immediate notice of the application to the Registrar and deliver a copy of any court order to the Registrar within 15 days.Civil liability of past shareholders and directors5.3 (a) If the company starts winding up within 1 year of making a payment out of capital and it cannot meet its debts then the following are liable to contribute to the assets of the company:(i) the vendor shareholders.(ii) the directors (who signed the statutory declaration – unless they can show there were reasonable grounds for the opinion expressed).(b) Liability:(i) vendors are liable for the amount they were paid.(ii) directors are liable jointly and severally with each vendor shareholder.Criminal liability for contraventions5.4 If they had no reasonable grounds for their opinion in the statutory declaration –director(s) are liable to a fine and/or prison. s.173(6)Default5.5 Shareholders can apply for an order of specific performance if directors fail to redeem/purchase shares.更多ACCA资讯请关注高顿ACCA官网：。

2014年ACCA考试F4公司法与商法第二十四章总汇5本文由高顿ACCA整理发布，转载请注明出处5 Payment for shares5.1 (a) The issue of shares at a discount is prohibited(b) In general, shares in ANY company (public or private) may be paid up in money OR money’s worth (including goodwill and "know,how").Private companies5.2 A private company may allot shares for inadequate consideration by acceptance of goods or services at an over value.Public companies5.3 (a) A public company may not allot shares unless at least 25% of their nominal value and the whole of any premium is paid up.(b) Any shares issued by a public company to the subscribers to the memorandum must be paid up in cash.(c) Shares in a public company may NOT be paid for by an "undertaking to do work or to perform services" .(d) Payment for shares by non-cash consideration:(i) Valuing the assetA public company may not allot shares (whether as fully or partly paid) for a non-cash consideration unless:(a) the non-cash consideration has been independently valued and(b) a report on the valuation has been made to the company within the 6 month period prior to the allotment and to the allottee.The valuation must be performed by the auditor or someone they consider to be suitably qualified.(ii) Acquiring the assetThe company must get the asset within 5 years from the date of allotment.Liability for contravention of previous sections5.4 (a) Allottees are liable for any shortfall plus interest at 5%.(b) The court can give exemption (if it appears just and equitable to do so).Share premium account5.5 (a) Where shares are issued at a premium whether for cash or otherwise, an amount equal to the premium must be transferred to a 'Share Premium Account'.(b) The account can be used for four purposes only:(i) writing off the preliminary expenses.(ii) writing off the expenses, commission or discount relating to any issue of shares or debentures (NB: Shares cannot be issued at a discount).(iii) providing the premium payable on the redemption of shares or debentures.(iv) issuing fully paid bonus shares to existing members.更多ACCA资讯请关注高顿ACCA官网：。

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

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

ACCA考试共有15个考试科目，其中AB(F1)、MA(F2)、FA(F3)、LW(F4)、PM(F5)、TX(F6)、FR(F7)、AA(F8)、FM(F9)为F阶段课程，共9个科目，SBL、SBR、AFM(P4)、APM(P5)、ATX(P6)、AAA(P7)为P阶段课程，共6个科目。

ACCA课程中，F阶段科目全部为必修课，P阶段科目中SBL、SBR为必修课，其他为选修课(4选2参加考试)，ACCA考试一共考过13科即可变成ACCA准会员。

考试之前一定要对ACCA有全面的了解，知己知彼方能百战不殆。

AB (F1)1英文名：Accountant in Business2中文名：会计师与企业3课程内容：主要是帮助无任何商业背景知识的学员初步建立人力资源、企业组织、商业环境及相互之间影响关系的相关知识内容。

内容涵盖：企业组织，公司管理，会计和报告体系，内部财务控制，人力资源管理，会计职业道徳。

4科目联系：AB(F1)是SBL课程中《公司治理，风险管理与职业道德》和《商务分析》的基础。

5考试时间：2小时(机考)6考试分值：A部分一一30道单选题(每题2分，共计60分)一一16道单选题(每题1分，共计16分)B部分一一情景为基础的6道多任务题(由单选、多选、判断题构成，每题4分，共计24分)7课程难度：☆☆8时间花费：☆☆☆2019年全球平均通过率：82.50%MA (F2)1英文名：Management Accounting2中文名：管理会计3课程内容：主要向学员介绍了管理会计体系的主要元素以及管理会计如何发挥支持企业决策, 制定企业决策的作用。

内容涵盖：管理会计，管理信息，成本会计，预算和标准成本，业绩衡量，短期决策方法。

4科目联系：MA(F2)《管理会计》是PM(F5)《业绩管理》和APM(P5)《高级业绩管理》的基础。

5考试时间：2小时(机考)6考试分值：A部分一一35道单选题(每题2分，共计70分)B部分一一3道多任务题(由计算、简单、论述题构成，每题10分，共计30分)7课程难度：☆☆8时间花费：☆☆☆2019年全球平均通过率：65.00%FA (F3)1英文名：Financial Accounting2中文名：财务会计3课程内容：主要向学员介绍了财务会计准则、相关会计科目账户建立以及准确财务信息的提供。

2014年ACCA考试F4公司法与商法第十一章总汇1本文由高顿ACCA整理发布，转载请注明出处11 Discharge, breach of contract and remedies1 Discharge1.1 A contract can be discharged in a number of ways. The method of discharge may amount to a breach of contract and hence give rise to a claim for damages. However, there are other methods of discharging a contract that will not give rise to a breach of contract claim namely discharge by(a) Agreement(b) Performance.1.2 Agreement(a) Agreement means that both parties agree that the contract be discharged. Some contracts provide for discharge by agreement for example by expressly stating that the contract can be discharged by notice.(b) The contract can be discharged by a completely new agreement e.g. where one party agrees to accept a change in the other's performance (a 'variation' agreement). To be binding such agreements themselves must be supported by consideration.1.3 Performance(a) This is the most common way in which a contract is discharged. It is important that performance occurs as without it there will be a breach of contract. It would also be inequitable to allow one party to sue another for breach if he himself has not performed the terms of the contract exactly and completely. This is known as the rule in Cutter v Powell.(b) Sometimes the rule is Cutter v Powell can act harshly and hence some exceptions to the rule have developed for example where non-performance has been caused by the other party.1.4 Breach(a) Contracts can be discharged by fundamental breaches of contract.(b) Breach of condition:(i) Straightforward breach is easy enough to understand. One or both parties are not complying with the conditions of the contract. Remember the injured party may only bring the contract to an end if there has been a breach of condition.(ii) Anticipatory breach is where one party indicates that he does not intend to complete his part of the contract. The innocent party (the claimant) can sue on notice.But claimant can elect to ignore the breach, complete his part of the contract and then sue: White and Carter (Councils) Ltd v McGregorIf the claimant so elects he must complete his part properly or he himself will be liable for breach.Actions for anticipatory breach should be started at once otherwise factors may intervene which mean the contract is automatically discharged (e.g. on outbreak of war that would render the contract illegal).2 Remedies2.1 (a) The remedies for breach of contract you need to be aware of are:(i) damages(ii) action for price(iii) quantum meruit(iv) specific performance(v) injunction更多ACCA资讯请关注高顿ACCA官网：。

ACCA F4《公司法与商法》知识点讲解（3）1 Doctrine of judicial precedent1.1 Common law and equity are a body of judge-made laws contained in decisions of the courts called judgements.1.2 Judge – made law or case law is whereby judges follow the decisions of other judges. The doctrine of precedent is sometimes referred to as 'stare decisis': let the decision stand.1.3 For case law to be workable as a source of law it needs to achieve consistency. Various 'rules' have therefore developed to achieve this aim.1.4 ‘Rules’:1.4.1 Only statements of law made by judges can form precedent. In turn these statements must be divided up into ratio decidendi (the reason for the decision) and obiter dicta (other comments).Only the ratio decidendi forms the basis of precedent as it is this reasoning which is vital to his decision. Obiter dicta are statements of general law (or hypothetical situations) which are not necessary for the decision in the case and hence are not binding.1.4.2 As the ratio decidendi of a case stems from specific facts ifa precedent is to be followed in a subsequent case the facts of that case must be sufficiently similar.1.4.3 The precedent must have been set by a court capable of creating precedent and not have been overruled.1.5 Hierarchy of the courts:(a) House of Lords – binds all lower courts but not itself (exceptional cases)(b) Court of Appeal – binds all lower courts and itself(c) High CourtJudge sitting alone – binds all lower courts not divisional courtsJudges sitting together – binds all lower courts and divisional courts(d) CrownMagistrates – bind no-one at allCounty1.6 A precedent ceases to be binding if:(i) It has been overruled by statute or EU law or by a higher court.(ii) It can be distinguished on the facts i.e. if the material facts are not the same.1.7 Advantages:(i) Detail.(ii) Flexibility.(iii) Consistency.(iv) Fairness.1.8 Disadvantages:(i) Bulk.(ii) Restricts judicial discretion.(iii) reactive system.(iv) Lack of democratic accountability.1.9 Persuasive authority:These are decisions (e.g. those of commonwealth countries, inferior courts and obiter dicta) which are not binding but may influence the decisions of judges in future cases.。

CHAPTER 181 资本维持原则随着公司有限责任制度的确立，为了加强对于公司债权人的保护，英国公司法上发展了旨在维持公司股份资本，保护债权人利益的“资产维持原则”。

概括地说，英国公司法以资本维持为目的的规则主要包括两类，一类是与股份支付有关的规则，其目的在于确保公司能够真实地募集到其声称的股份资本；二是旨在为了债权人利益保护而维持公司股份资本的规则。

资本维持原则特别禁止公司的股份资本在清算之前直接或间接地被返还给股东，在被认为具有里程碑意义的特雷弗诉英制螺纹一案中，英国上议院确立了一个根本原则：除非根据法院所批准的合法的减资程序，任何股份资本所代表的财产不得被返还给其股东。

该案之后的一系列英国法判例进一步发展了这里“资本返还”的含义：除了合法的利润分配（通常是股利）及经授权的减资或经其他合法授权程序之外的，任何公司资产向股东的转移或支付均被认为构成资本返还。

在这一领域相关的英国公司法规则主要包括：股份的回赎和回购规则；减资规则；禁止公司违法分配的规则；禁止对公司取得自己股份提供财务资助的规则。

2 股份资本的减少如果公司细则进行了授权且经过法院确认，一家股份有限公司可以通过特别决议以任何方式减少其股份资本。

如果必要，公司还可以更改章程以减少其股份资本和相应的股份数。

三种公司减资的方式：（1）减轻或免除股东对已认购但只部分缴付的股份的出资责任。

（2）取消已经损失或者没有对应资产的实收股份资本。

但需要注意的是，根据判例这里的资本损失必须是永久的，否则就会被看做是对债权人利益的侵害。

（3）向股东返还任何超过公司需要的实收股份资本。

但是，如果向股东的返还属于虚假，则法院会拒绝资本的减少。

股份有限私公司的股本减少的决议，在其通过后15日内，公司董事作出公司有偿债能力声明且依法被登记的，可不需向法院申请确认。

2.1有偿债能力声明，是每个董事对于声明之日的公司状况，没有理由可以发现公司当时不能缴付（或清偿）其债务等内容的声明。

ACCA《公司法与商法》真题及答案2015年ACCA《公司法与商法》真题及答案Question:(a) In relation to the English legal system, explain the meaning of:(i) criminal law;(ii) civil law.(b) Explain the hierarchy of courts dealing with criminal law.Answer:(a) (i) Criminal law relates to conduct which the State considers with disapproval and which it seeks to control. Criminal law involves the enforcement of particular forms of behaviour, and the State, as the representative of society, acts positively to ensure compliance. Thus, criminal cases are brought by the State in the name of the Crown and cases are reported in the form of Regina v … (Regina is simply Latin for ‘queen’ and case references are usually abbreviated to R v ...). In criminal law the prosecutor prosecutes a defendant (or ‘the accused’) and is required to prove that the defendant is guilty beyond reasonable doubt. The Companies Act (CA) 006 sets out many potential criminal offences, which may be committed by either the company itself, or its officers or other individuals. An example of this which may be cited is s.993, which relates to the criminal offence of fraudulent trading and applies to any person, not just directors or members, who is knowingly a party to the carrying on of a business with the intent to defraud creditors. The potential penalty on conviction is imprisonment for a maximum period of 10 years, or a fine or both.(ii) Civil law, on the other hand, is a form of private law andinvolves the relationships between individual citizens. It is the legal mechanism through which individuals can assert claims against others and have those rights adjudicated and enforced. The purpose of civil law is to settle disputes between individuals and to provide remedies; it is not concerned with punishment as such. The role of the State in relation to civil law is to establish the general framework of legal rules and to provide the legal institutions to operate those rights, but the activation of the civil law is strictly a matter for the individuals concerned.Contract, tort and property law are generally aspects of civil law.Civil cases are referred to by the names of the parties involved in the dispute, for example, Smith v Jones. In civil law, a claima nt sues (or ‘brings a claim against’) a defendant and the degree of proof is on the balance of probabilities. In relation to the CA 006, the duties owed to companies by directors set out in ss.171–177 may be cited as examples of civil liability, and directors in breach are liable to recompense the company for the consequences of their failure to comply with those duties, as is set out in s.178.In distinguishing between criminal and civil actions, it has to be remembered that the same event may give rise to both. For example, where the driver of a car injures someone through their reckless driving, they will be liable to be prosecuted under the Road Traffic legislation, but at the same time, they will also be responsible to the injured party in the civil law relating to the tort of negligence. Similarly, a director may fall foul of both the criminal regulation of fraudulent trading (s.993 CA 006) as well as breaching their duty to the company under one of the provisions of ss.171–177 CA 006.(b) The essential criminal trial courts are the magistrates’ courts and Crown Courts. In serious offences, known as indictable offences, the defendant is tried by a judge and jury in a Crown Court. For less serious offences, known as summary offences, the defendant is trie d by magistrates; and for ‘either way’ offences, the defendant can be tried by magistrates if they agree but the defendant may elect for jury trial.Criminal appeals from the magistrates go to the Crown Court or to the Queen’s Bench Division (QBD) Divisional Court ‘by way of case stated’ on a point of law or that the magistrates went beyond their proper powers.Further appeal is to the Court of Appeal (Criminal Division) and then to the Supreme Court on a significant point of law.Question：In relation to the law of contract,explain the rules relating to：(a)acceptance of an offer;(b)revocation of an offer.Answer：This question requires an explanation of the rules relating to the acceptance and revocation of offers in contract law.(a)Acceptance is necessary for the formation of a contract. Once the offeree has accepted the terms offered, a contract comes into effect. Both parties are bound： the offeror can no longer withdraw their offer, nor can the offeree withdraw their acceptance. The rules relating to acceptance are：(i)Acceptance must correspond with the terms of the offer. Thus, the offeree must not seek to introduce new contractual terms into their acceptance (Neale v Merrett (1930)).(ii)A counter-offer does not constitute acceptance (Hyde v Wrench (1840)). Analogously, a conditional acceptance cannotcreate a contractual relationship (Winn v Bull (1877)).(iii)Acceptance may be in the form of express words, either oral or written. Alternatively, acceptance may be implied from conduct (Brogden v Metropolitan Railway Co (1877)).(iv)Generally, acceptance must be communicated to the offeror. Consequently, silence cannot amount to acceptance (Felthouse v Bindley (1863)).(v)Communication of acceptance is not necessary, however, where the offeror has waived the right to receive communication. Thus in unilateral contracts, such as Carlill v Carbolic Smoke Ball Co (1893), acceptance occurred when the offeree performed the required act. Thus, in the Carlill case, Mrs Carlill did not have to inform the Smoke Ball Co that she had used their treatment.(vi)Where acceptance is communicated through the postal service, then it is complete as soon as the letter, properly addressed and stamped, is posted. The contract is concluded even if the letter subsequently fails to reach the offeror(Adams v Lindsell (1818)). However, the postal rule will only apply where it is in the contemplation of the parties that the post will be used as the means of acceptance. If the parties have negotiated either face to face, in a shop, for example, or over the telephone, then it might not be reasonable for the offeree to use the post as a means of communicating their acceptance and they would not gain the benefit of the postal rule.The postal rule applies equally to telegrams (Byrne v Van Tienhoven (1880)). It does not apply, however, when means of instantaneous communication are used (Entores v Miles Far East Corp (1955)).In order to expressly exclude the operation of the postal rule, the offeror can insist that acceptance is only to be effective onreceipt (Holwell Securities v Hughes(1974)). The offeror can also require that acceptance be communicated in a particular manner. Where the offeror does not insist that acceptance can only be made in the stated manner, then acceptance is effective if it is communicated in a way no less advantageous to the offeror (Yates Building Co v J Pulleyn& Sons (1975)).(b)Revocation is the technical term for the cancellation of an offer and occurs when the offeror withdraws their offer. The rules relating to revocation are：(i)An offer may be revoked at any time before acceptance. However, once revocation has occurred, it is no longer open to the offeree to accept the original offer (Routledge v Grant (1828)).(ii)Revocation is not effective until it is actually received by the offeree. This means that the offeror must make sure that the offeree is made aware of the withdrawal of the offer, otherwise it might still be open to the offeree to accept the offer(Byrne v Tienhoven (1880)).(iii)Communication of revocation may be made through a reliable third party. Where the offeree finds out about the withdrawal of the offer from a reliable third party, the revocation is effective and the offeree can no longer seek to accept the original offer (Dickinson v Dodds (1876)).(iv)A promise to keep an offer open is only binding where there is a separate contract to that effect. Such an agreement is known as an option contract, and it must be supported by separate consideration for the promise to keep the offer open.(v)In relation to unilateral contracts, i.e. a contract where one party promises something in return for some action on the part of another party, revocation is not permissible once the offeree has started performing the task requested (Errington v Errington& Woods (1952).。

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

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

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