You are a trainee with Gomper, Gomper & Alright LLP and you have been asked by one
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- You are a trainee with Gomper, Gomper & Alright LLP and you have been asked by one of the senior partners to prepare relevant documentation [the MoAa and the IN01 form] and a report following a client request to help with the incorporation of a new company.
- The clients are:
- Miss Annika Bennet
- Address: 1A Aston Avenue, BS1 1SB Bristol
- DoB: 1 January 1986
- Current job: Compliance officer
- Expected roles:
- Director
- Company Secretary
- Shareholder (33%)
- Mr Chen D'Olley
- Address: 2B Bakers Alley, BS2 2SB Bristol
- Current job: Specialist Baker
- DoB: 2 February 1979
- Expected roles:
- Director
- Shareholder (34%)
- Mrs Enid Fuller
- Address: 3C Gate House, BS3 3SB Bristol
- Current job: Confectioner
- DoB: 3 March 1984
- Expected roles:
- Director
- Shareholder (33%)
- The clients are looking to incorporate their company, offering specialist catering for cakes and confectionary. They have come to Gomper, Gomper & Alright LLP for advice on completing both the Memorandum of Association [MoA] and the IN01 form; at this point, they are looking to incorporate with a model set of Articles of Association [SI 2008/3329].
- Proposed Company - Information:
- Proposed name(s): the clients have a list of company names, in order of preference; please check and explain availability, including relevant information on restrictions and/or declarations to be made;
- Confectioner's Delight Ltd
- Light as Air Ltd
- Sweet Events Limited
- Eton's Messy Ltd
- The Sweet Co-operative Ltd
- Principal business activity: the clients are looking to offer specialist catering for cakes and confectionary; identify and supply relevant classification code(s);
- Proposed company address: 2 Glass Wharf, BS4 4SB Bristol;
- Articles of Association: model articles for a private company limited by shares;
- Proposed company capital: 100 ordinary shares at £1 each (nominal value); no share premium;
- Prescribed particulars: please draft sample wording for a simple set of particulars that reflects the following:
- All shareholders have one vote each
- All shareholders participate in distributions and winding-up proportionate to their shareholding
- All shares are non-redeemable
- They wish to keep as much of their information off the public register as possible.
- Primary point of contact in case of queries: Miss Annika Bennet
- You are tasked with the following:
- Identify the correct MoA template and complete it as much as possible for the clients use - where you have insufficient information, you may use the 'post-it function' in pdf to identify what needs to be completed by the clients or requires further details;
- AND
- Complete the IN01 form as much as possible using the information contained within this set of instructions - where you have insufficient information, you may use the 'post-it function' in pdf to identify what needs to be completed by the clients or requires further details;
- AND
- a brief report (no more than 1000 words) summarising the key points for the senior partner in preparation for the meeting with the clients, covering the following and making use of, where relevant, statute and case law to support your points:
- Which company name is available and why? How did you check to ensure that this is the case? If none of the names are available, advise accordingly.
AND - Business/trading name: while incorporating as a company, they would like their business to trade under a different name. Is this possible? Are there restrictions and if so, what do they need to be aware of?
- AND
- Explain, briefly, nature and function of Articles of Association, and where to find the model set relevant to this company;
- AND
- What is a corporate director and what is their status in law?
- AND
- Does Part 4 of the IN01 form require completion?
- AND
- What is Part 5, People with Significant Control, on the IN01 form about? Is this relevant to the clients?
- Required to do
- the Memorandum of Association (MoA) as a pdf;
- the Registration documentation (IN01) as a pdf;
- and
- a word report addressing ALL points raised.
Related Book For
Auditing An International Approach
ISBN: 978-0071051415
6th edition
Authors: Wally J. Smieliauskas, Kathryn Bewley
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