题目

 Which of the following persons are not bound to one another by the constitution? 

A

 Members to company 

B

 Company to members 

C

 Members to members 

D

 Company to third parties 

Chapter14Constitutionofacompany

 A, B and C are correct. D is incorrect, illustrated by Eley v Positive Government Security Life Assurance Co Ltd 1876. 

多做几道

 Where application is made to the court for confirmation of a reduction in capital, the court may require that creditors should be invited by advertisement to state their objections. In which of the following ways can the need to advertise be avoided? 

 Select all that apply. 

A

 Paying off all creditors before application to the court 

B

 Producing a document signed by the directors stating the company's ability to pay its debts 

C

 Producing a guarantee from the company's bank that its existing debts will be paid in full 

D

 Renouncement by existing shareholders of their limited liability in relation to existing debts 

 Which of the following are correct statements about the relationship between a company's ordinary shares and its debentures?  

Select all that apply. 

A

 Debentures do not confer voting rights, whilst ordinary shares do. 

B

 The company's duty is to pay interest on debentures, and to pay dividends on ordinary shares. 

C

 Interest paid on debentures is deducted from pre-tax profits, dividends are paid from net profits. 

D

 A debentureholder takes priority over a member in liquidation. 

 In which of the following situations will crystallisation of a floating charge occur? 

 Select all that apply. 

A

 Liquidation of the company 

B

 Disposal by the company of the charged asset 

C

Cessation of the company's business 

D

 After the giving of notice by the chargee if the contract so provides 

 Percy Limited has recently formed a contract with a third party which is restricted by the objects in the company's constitution.  

Which of the following statements is/are correct? 

A

 The validity of the act cannot be questioned on the grounds of lack of capacity by reason of anything in the company's constitution. 

B

 The act may be restrained by the members of Percy Ltd. 

C

 The act may be enforced by the third party. 

D

The directors have a duty to observe any limitation on their powers flowing from the company's constitution.  

 Which of the following persons are not bound to one another by the constitution? 

A

 Members to company 

B

 Company to members 

C

 Members to members 

D

 Company to third parties 

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