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DO NOT USE S5 before MCQ BE2 review Company Law General Principles/functioning/structures Flashcards | StudBud
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DO NOT USE S5 before MCQ BE2 review Company Law General Principles/functioning/structures
DO NOT USE S5 before MCQ BE2 review Company Law General Principles/functioning/structures
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1
the "intuitus personae" feature of a SARL is the following:
there is a separate legal person shielding the members from liability
the law calls for a majority vote to allow 1/3 parties to enter
the associates have limited liability
2
the French SA it can choose its way of organization between a “traditional” one tier or a “German” two tier system:
all answers are correct
This 2nd is composed of a Board of Directors & a Supervisory Board
the first is composed of an administration council and its President & a GD
a supervisory Board is composed of a max of 5 persons (7 if Public SA) &Pdt
3
what is the process to form a separate legal entity called:
incorporation
promulgation
stipulation
4
The following structure(s) is (are) flow-through entities
sole proprietorships and general partnerships (FR, UK, USA)
sole proprietorship only (FR, UK, USA)
all LLC
5
Silent or sleeping partners
exist in limited partnerships (FR,UK,and USA) but also in larger LLCs in FR
only exist in common law limited partnerships
only exist in common law general partnerships
6
embezzlement
compensation
reimbursement
fraudulent appropriation for own use of money or property/misappropriation
7
the following decisions are in principle decided upon in an Ordinary GA
change of corporate purpose
increase of share capital
quietus, revocation of manager approval controlled agreement
8
the French SA it can choose its way of organization between a “traditional” one tier or a “German” two tier system:
This 2nd is composed of a Board of Directors & a Supervisory Board
the first is composed of an administration council and its President & a GD
all answers are correct
a supervisory Board is composed of a max of 5 persons (7 if Public SA) &Pdt
9
S M & E want to create a LLC together. They want to make in-labor contributions. S & E have a flat and computers
they will probably create a SARL or SAS
the flat and computers will not count in the calculations of the share K
they can create a French PLC (SA)
they will probably create a FR partnership (SNC)
10
Pierre Paul & Mary want to create a SCS or SCA together. Mary just has money and does not want an active role she will:
she will contribute sweat equity
be a general partner with unlimited liability -joint and several if there 2
She will be a limited partner with limited liability to her contributions
11
It is harder to dismiss a representative in a
GLC
sole proprietorship
LLC
12
In a partnership each member has joint and several liability. What does this mean?
1 partner creates liability for all. The other may have pay in his place
Each partner is liable up to the amount he contributed in the structure
1 partner creates liability for all. The other has to pay his part
13
are you ready for the next MCQ?
Yeah baby!
Of course I am!
Dude!!!
absolutely!
14
the following are some rights of shareholders
making management policies
operation of the company day-to-day
nominate, revoke, economic rights, receive surplus assets
15
intuitus personae structures
are open structures
number of shares determine economic and voting rights
divide profits and losses among the members evenly
16
A private company in the UK (LTD)
needs to receive the Kbis before trading
needs to receive a trading certificate to trade like a PLC, GLC
can immediately trade upon incorporation, LLC, operative flexibility
17
Popular w/private investors, flexible drafting of articles, freedom to manage and transfer shares, 1€ min share K:
the company above is a SAS
the company above is a SARL
the company described above is a SA
18
Management in a GLC
50+1 decision of shareholders
you need a quietus
unanimous decisions
19
find a synonym for the word "quietus"
retention of liability
blaming the manager
exoneration from liability
20
the following can limit director's powers
all of the above
corporate purpose and in general constitutive act & articles
the law, a judgement
the best interest of the company
21
if a director causes a loss to a company
shareholders directly have subrogate rights to sue him/her
shareholder can sue only if the director breaches his fiduciairy duties
shareholders always have recourse
