[简答题]In relation to companies limited by shares: (b) Explain the rights of preference shareholders. (3 marks)

[简答题]In relation to companies limited by shares: (c) Explain the rights of providers of long-term capital. (4 marks)

[简答题]In relation to companies limited by shares: (a) Explain the rights of ordinary shareholders. (3 marks)

[简答题]In relation to limited liability companies: (b) Explain the provisions of the Civil Code in respect of the matters that can only be decided by the shareholders of a limited liability company acting collectively in a general meeting. (5 marks)

[简答题]In relation to limited liability companies: (a) Explain the characteristics of a limited liability company. (5 marks)

[简答题]In relation to limited liability companies: (b) Describe the matters that must be included in the constitutional documents of a limited liability company. (4 marks)

[简答题]In relation to limited liability companies, explain the rights and obligations of members where the company has two or more members. (10 marks)

[简答题]In relation to limited liability companies: (a) State and explain the essential features of a limited liability company. (6 marks)

[简答题]ABC Limited is a private company limited by shares, which has adopted Table A as its articles of association. The authorised and issued share capital of ABC Limited is EUR 10,000 divided into 5,000 Class ‘A’ shares of EUR 1 each and 5,000 Class ‘B’ shares of EUR 1 each. Class ‘A’ shares enjoy preferential rights over dividends and repayment of capital. Mary holds 4,000 Class ‘A’ shares and 4,000 Class ‘B’ shares; Tim holds 500 Class ‘A’ shares and 1,000 Class ‘B’ shares; and John holds 500 Class ‘A’ shares. Mary wishes to remove the preferential rights attached to Class ‘A’ shares but Tim opposes. Required: Advise Tim. (10 marks)

[简答题]In relation to the Companies Law: (b) describe the circumstances in which the rule relating to separate personality may be ignored, with personal liability imposed on members or directors. (6 marks)

[简答题]In relation to the Companies Law, Cap. 113: (b) explain the procedure required to amend a company’s articles of association. (3 marks)

[简答题]In relation to the law of companies: (b) explain how the doctrine of ultra vires has been reformed in the Companies Act 2003. (5 marks)

[简答题]In relation to the formation of companies: (b) State and explain the individuals and entities that are prohibited from forming new companies. (5 marks)

[简答题]In relation to the Companies Act 1965: (b) Explain the procedure for the variation of class rights as provided for under Table A of the Fourth Schedule as well as the protection afforded to a shareholder who had objected to such a variation. (5 marks)

[简答题]In relation to the Companies Act 2006: (b) describe what accounting records will have to be produced and maintained by a company. (6 marks)

[简答题](b) In relation to registered companies, explain and distinguish between: (i) unlimited companies; (2 marks) (ii) companies limited by guarantee; (2 marks) (iii) companies limited by shares. (2 marks)

[简答题]Discuss when a company limited by shares can be ordered to be wound up compulsorily by a court. (10 marks)

[简答题]DTP Ltd is a public company limited by shares with issued share capital CY￡1,000,000 divided into 1,000,000 shares of CY￡1 each. Eric, Fred and George are the major shareholders of DTP Ltd, with each one holding 250,000 shares. Dorothy and Cindy are partners in an auditors’ firm, called DC & Co. DC & Co have been appointed auditors of DTP Ltd by the board of directors before the first annual general meeting of DTP Ltd. Eric wishes to remove DC & Co from office and appoint different auditors. Fred agrees that DC & Co should be replaced, but George does not. Cindy has recently married the managing director of DTP Ltd. Required: Advise Eric as to the steps he needs to take to achieve the removal of DC & Co as auditors of DTP Ltd. (10 marks)

[简答题]Hull Ltd is a private company limited by shares, which was incorporated in February 2007. The purpose of Hull Ltd, as defined in its memorandum of association, is to provide tax consulting services. Kate, Lui and Moss are the only shareholders of Hull Ltd with Kate holding 50%, Lui holding 30% and Moss holding 20% of the issued share capital of Hull Ltd. After Moss’ death in November 2007, Moss’ shareholding devolved to his daughter, Mia. By March 2008, Hull Ltd has not commenced its business, and Mia suggests to Kate and Lui that Hull Ltd be wound up voluntarily or become a restaurant business. Kate agrees with either suggestion, but Lui disagrees with both. Required: Advise Mia. (10 marks)