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1、xx年12月ACCA考试公司法与商法预测题及答案 In relation to pany law: (a)explain the meaning of， and procedures involved in， voluntary liquidation; and (b)explain and distinguish between; (i)a members voluntary liquidation; (ii)a creditors voluntary liquidation. Answer: (a)This question requires candidates to explain t
2、he meaning and procedures involved in the course of a voluntary liquidation in pany law. One of the many consequences of incorporation is that a registered pany bees a legal entity in its own right having existence apart from its member shareholders. One of the attributes of this legal personality i
3、s that the pany has not only separate， but also perpetual， existence， in that it continues irrespective of changes in its membership. Indeed， the pany can continue to exist where it has no members at all. Winding up， or liquidation， is the process whereby the life of the pany is brought to an end an
4、d its assets realised and distributed to its members and/or creditors. The rules governing winding up are detailed in the provisions of the Insolvency Act (IA) 1986 and the exact nature of the procedure depends on the type of winding up involved and depends upon the solvency of the pany at the time
5、when liquidation mences. Winding up can be conducted on a voluntary basis， in which case the members of the pany themselves determine that the time has e for it to e to an end， or alternatively， the court may make an order that the panys life should e to an end. This question refers to the first of
6、these alternatives， voluntary winding up. Section 84 IA states that a pany may be wound up voluntarily: (i)when any period fixed for the duration of the pany by the articles expires， or any event ours， which shall， aording to the articles， lead to its dissolution. Under such circumstances the windin
7、g up has to be approved by an ordinary resolution. (ii)for any other reason whatsoever. Under these circumstances a special resolution is required to approve the winding up. This is the procedure the members would follow if the pany is insolvent. In any case the winding up is deemed to have started
8、on the date that the appropriate resolution was passed. (b)(i)A members voluntary liquidation takes place when the directors of the pany are of the opinion that the pany is solvent and is capable of paying off its creditors. The directors are required to make a formal declaration to the effect that
9、they have investigated the affairs of the pany and that in their opinion it will be able to pay its debts within 12 months of the start of liquidation. It is a criminal offence for directors to make a false declaration without reasonable grounds. On appointment， by an ordinary resolution of the pany
10、， the job of the liquidator is to wind up the affairs of the pany， to realise the assets and distribute the proceeds to its creditors. On pletion of this task， the liquidator must present a report of the process to a final meeting of the shareholders. The liquidator then informs the Registrar of the
11、 holding of the final meeting and submits a copy of their report to them. The Registrar formally registers these reports and the pany is deemed to be dissolved three months after that registration. (ii)A creditors voluntary liquidation takes place when the pany is insolvent when it is decided to win
12、d it up. The essential difference between this and the former type of liquidation is that， as the name implies， the creditors have an active role to play in overseeing the liquidation of the pany and there is no declaration of solvency. First， a meeting of the creditors must be called within 14 days
13、 of the resolution to liquidate the pany at which the directors must submit a statement of the panys affairs. The creditors have the final say in who should be appointed as liquidator and may， if they elect， appoint a liquidation mittee to work with the liquidator. On pletion of the winding up， the
14、liquidator calls and submits their report to meetings of the members and creditors. The liquidator then informs the Registrar of the holding of these final meetings and submits a copy of their report to them. The Registrar formally registers these reports and the pany is deemed to be dissolved three
15、 months after that registration. In relation to employment law, explain the meaning of redundancy and the rules which govern it. Answer: Redundancy is defined in s.139(1) Employment Rights Act (ERA) 1996 as being: if the dismissal is wholly or mainly attributable to: (a) the fact that his employer h
16、as ceased, or intends to cease, (i) to carry on the business for the purposes of which the employee was employed by him, or (ii) to carry on that business in the place where the employee was so employed, or (b) the fact that the requirements of that business (i) for employees to carry out work of a particular kind, or (ii) for employees to carry out work of a particular kind in the place where th
