ACCA F4备考知识点：公司组织大纲.docVIP

ACCA F4备考知识点：公司组织大纲 1 Introduction 　　1.1 The memorandum defines the companys relationships with third parties. 　　Specimens are in the Companies Act. 　　There are six principal clauses: 　　1.2 a name b registered office c objects d limited liability e share capital f association. 　　NB: Plc’s will also have a clause declaring their status. 　　2 Name clause 　　Overview 　　Basic objective 　　2.1 This obviously sets out the companys name. 　　Refusal to register 　　2.2 By S.26 the Registrar may refuse to register a name which is: a offensive in the opinion of the Secretary of State b constitutes an offence ie, prohibited by statute: Banks must be registered under the Banking Acts c the same as an existing corporation although a person can use his/her own name d where the words require permission and this has not been provided. There are two types of such words: i those which imply a connection with the government or civil service. ii those mentioned in the list in the Business Names Act 1985 and The Company and Business Names Amendments Regulations 1992. 　　PassingOff 　　2.3 a There is a tort called passingoff where a person carries on a business under a name that would mislead the public into believing the business is conducted by another person. b The most common method is to trade under a similar name. c The injured party must prove that there is a genuine possibility of confusion. d Remedies: i an injunction to prevent further violation. ii damages. e The court tends to allow the use of a persons name who is directly involved with the company. 　　Changes of name 　　2.4 a The name clause can be changed by special resolution. b The Secretary of State can order a company to change its name i Within 12 months if the company has been inadvertently issued with a name similar to that of an existing company. s.28 2 ii Within 5 years if misleading information was supplied. s.28 3 iii At any time if the use of the name is likely to cause harm to the pub